1. Executed copy of the Minutes of the Board of Directors that calls the Ordinary Shareholders Meeting;
|
|
- Jean Farmer
- 6 years ago
- Views:
Transcription
1 FREE TRANSLATION EXHIBIT A [ message] FROM: Ignacio Alvarez Pizzo To: Agustín Medina Manson SUBJECT: Grupo Clarín S.A. A.G.E. 28/09/2016 September 7, 2016 Dear Agustín, I am writing to request certain information that will be necessary for us to attend the [General Extraordinary Shareholders Meeting] referred to in the subject [of this ]: General: 1. Executed copy of the Minutes of the Board of Directors that calls the Ordinary Shareholders Meeting; 2. Current Composition of the Board of Directors (directors and alternate directors) with the dates on which they were appointed, and inform on the term of their office; 3. Detail of the shareholder composition as of the date hereof. With respect to the points [of the agenda]: Point 2. We request the Special Parent Company-Only Financial Statements as of 30 June 2016 that were approved and executed by the Board of Directors, the syndics and the External Auditor, as well as any other supporting information relating to this point. Point 3. We request the Special Consolidated Merger and Spinoff Financial Statements as of 30 June 2016 that were approved and executed by the Board of Directors, the syndics and the External Auditor, as well as any other supporting information relating to this point. Point 4. We request copy of the Pre-Merger Commitment executed by the Company on 16 August 2016 with Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CVB Holding S.A. as well as any other supporting information relating to this point. In addition, we request the Individual and Consolidated Financial Statements of the companies that participate in the corporate reorganisation for fiscal years 2014 and Point 5. i). Consideration of the proposal for the partial spinoff of the Company. We request detail of the proposal for a partial spinoff of the Company and all documentation relating to such reorganization that may accompany this point. ii). Creation of a new company (sociedad anónima) with the equity to be spun off. Inform the shareholder composition of the new company that will be created, with its percentages, indicating if the company will have classes of shares. iii). Approval of its Bylaws. Proposal and information relating to this part of the point. iv). Authorisation to carry out acts relating to the corporate purpose during the foundational period of the new company. Proposal and information relating to this part of the point.
2 v). Request for admission to the public offering regime and listing in the Buenos Aires Stock Exchange and in any local or foreign stock exchange and/or market of the shares of the new company. Proposal and information referred to this part of the point. vi). Approval of the exchange ratio. Detailed explanation of the exchange ratio referred to hereunder. Copy of the corresponding supporting documents and the proposal to be made to the shareholders Point 6. We request a proposal for the members and alternate members of the Board of Directors of the spun-off company. Point 7. We request a proposal for the members and alternate members of the Supervisory Committee. Point 8. We request a proposal and information about the external auditor of the spun-off company. Point 9. i). Reduction of the equity capital of the Company as a result of the partial spinoff. Proposal and information relating to this part of the point, as well as an explanation of the procedure that will be applied [to reduce equity]. ii). Request for a reduction in the registered capital stock of the Company that has been authorized to public offering before the National Securities Commission and listing on the Buenos Aires Stock Exchange as a consequence of the partial spinoff. Proposal and information relating to this part of the point with respect to the reduction of the amount of the equity capital admitted to the public offering regime and listing of securities. iii). Amendment of the Bylaws as a consequence of the partial spinoff. We request that your provide the proposed language that will replace the current Bylaws of GRUPO CLARIN S.A. pursuant to the amendment that will be submitted to the consideration of the shareholders at this shareholders meeting, as well as any information relating to this point. At your disposal, I await your response Ignacio Alvarez Pizzo Attorney Subdirección Ejecutiva de Operación del FGS. Tucumán 500 2º Piso CABA.
3 EXHIBIT B FREE TRANSLATION Buenos Aires, 15 September 2016 To the Shareholder of Grupo Clarín S.A. National Social Security Administration (ANSES) By Hand Attn: Mr. Ignacio Álvarez Pizzo Dear Sir, I, Agustín Medina Manson, in my capacity as Deputy Person in Charge of Relations with the Market of Grupo Clarín S.A. (hereinafter, interchangeably, the Company or Grupo Clarín ) hereby address You in response to your request for information, issued by means of an that was received at the headquarters of the Company on 7 September Pursuant to the General Companies Law No. 19,550, we hereby respond to your request as follows: General 1) Executed copy of the Minutes of the Board of Directors that calls the Ordinary Shareholders Meeting. Said minutes, with due identification of the signors, was made available to the general public through the Autopista de Información Financiera ( AIF ) [online electronic disclosure system used by public companies] on under ID No D. Notwithstanding the above, we enclose herein copy of such minutes. 2) Current Composition of the Board of Directors (directors and alternate directors) with the dates on which they were appointed, and inform on the term of their office. According to minutes of the shareholders meeting of (ID D) and the minutes of the meeting of the board of directors of (ID D) the current composition of the Board of Directors of the Company is the following: Chairman: Jorge Carlos Rendo; Vice-Chairman: Alejandro Alberto Urricelqui; Directors: Pablo César Casey, Horacio Eduardo Quirós, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Gonzalo Blaquier and Sebastián Salaber. Alternate Directors: Martín Gonzalo Etchevers, Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo, Carlos Rebay, Luis Germán Fernández, Gervasio Colombres and Francisco Saravia. The terms of office of all of the abovementioned directors and alternate directors last one year. 3) Detail of the shareholder composition as of the date hereof. As reflected in the Annual Financial Statements of the Company, its equity capital is of Ps. 287,418,584 represented by 75,980,304 common, nominative, non-endorsable Class A shares, with a par value of Ps. 1 and entitled to 5 votes per share; 186,281,411 common, book-entry
4 Class B shares, with a par value of Ps. 1 and entitled to one vote per share; and 25,156,869 common, nominative, non-endorsable Class C shares, with a par value of Ps. 1 and entitled to one vote per share. The Company keeps a record of the Class A and Class C Shares. According to that registry, GC Dominio S.A. holds 75,980,304 common, nominative, non-endorsable Class A shares, with a par value of Ps. 1 and entitled to 5 votes per share, representing 26.4% of the equity capital and 64.2% of the votes of the Company and GS Unidos, LLC holds 25,156,869 common, nominative, non-endorsable Class C shares, with a par value of Ps. 1 and entitled to one vote per share, representing 8.75% of the equity capital and 4.3% of the votes of the Company. The Registry of Class B shares is kept by Caja de Valores S.A. With respect to the points [of the agenda]: Point 2. We request the Special Parent Company-Only Financial Statements as of 30 June 2016 that were approved and executed by the Board of Directors, the syndics and the External Auditor, as well as any other supporting information relating to this point. The Special Parent Company-Only Financial Statements as of 30 June 2016 are an exhibit to the Merger and Spinoff Prospectus that was made available to the general public through the AIF on , under ID D (the Prospectus ). Point 3. We request the Special Consolidated Merger and Spinoff Financial Statements as of 30 June 2016 that were approved and executed by the Board of Directors, the syndics and the External Auditor, as well as any other supporting information relating to this point. The Special Consolidated Merger and Spinoff Financial Statements as of 30 June 2016 are an exhibit to the Prospectus that was made available to the general public through the AIF on , under ID D. Point 4. We request copy of the Pre-Merger Commitment executed by the Company on 16 August 2016 with Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CVB Holding S.A. as well as any other supporting information relating to this point. In addition, we request the Individual and Consolidated Financial Statements of the companies that participate in the corporate reorganisation for fiscal years 2014 and The pre-merger commitment executed among the Company, Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CVB Holding S.A. is transcribed in the minutes of the meeting of the Board of Directors of 16 August 2016, that is available to the shareholders on the AIF (ID D). The Individual and Consolidated Financial Statements of the companies that participate in the corporate reorganisation, closed as of 30 June 2016, are an exhibit to the Prospectus that was made available to the general public through the AIF on , under ID D. We understand that the Individual and Consolidated Financial Statements requested under this point, are those that refer to the corporate reorganisation process merger initiated by the Company and Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A.
5 and CVB Holding S.A., closed as of 30 June 2016 and not those referred to fiscal years 2014 and 2015, given that those are not part of the reorganization process. Point 5. (i) Consideration of the proposal for the partial spinoff of the Company. We request detail of the proposal for a partial spinoff of the Company and all documentation relating to such reorganization that may accompany this point. The proposal for a partial spinoff that was made by the Board is reflected in the minutes of the meeting of the Board of Directors of , published on the AIF (ID D). In such minutes we describe the terms and conditions of the spinoff that will be proposed to the Shareholders. In addition, the [partial spinoff] is described in the Prospectus that was made available to the general public through the AIF on , under ID D. (ii) Creation of a new company (sociedad anónima) with the equity to be spun off. Inform the shareholder composition of the new company that will be created, with its percentages, indicating if the company will have classes of shares. The new company (sociedad anónima) that will be created with the equity to be spun off from Grupo Clarín S.A. wil be a sociedad anónima called Cablevisión Holding S.A. Its share capital, as reflected in the proposed bylaws that are attached as an exhibit to the prospectus referred to above, will be represented by three classes of shares, Class A, Class B and Class C with the same rights as those held by the classes of shares of the Company. The shareholders of the Company will receive, pursuant to a ratio that the Board of Directors has called the exchange ratio that is described in the Prospectus, shares of the new company as a result of the spinoff. Consequently, the shareholders of the new Company will become shareholders of the new company that will be created, maintaining in the same participation percentages as they currently hold in the Company. (iii) Approval of its Bylaws. Proposal and information relating to this part of the point. As mentioned in our response to the previous point, the proposed bylaws on the spun-off company are attached as an exhibit to the Prospectus that was made available to the general public through the AIF on , under ID D. (iv) Authorisation to carry out acts relating to the corporate purpose during the foundational period of the new company. Proposal and information relating to this part of the point. The Board will try to obtain from the shareholder of the Company, their authorisation so that the Board of Directors of the spun-off company once created and prior to its registration with the Corporate Registry ( IGJ ) will be authorised to carry out all actions that tend towards the fulfilment of the company s corporate purpose and especially to request the listing of its shares on the corresponding local or foreign stock exchanges and/or markets. (v) Request for admission of the new company to the public offering regime and listing [of its shares] on the listing of its shares on the Buenos Aires Stock Exchange and on any local or foreign stock exchanges and/or markets. Proposal and information relating to this part of the point.
6 As explained by the Board of Directors and reflected in the Prospectus that was made available to the general public through the AIF on , under ID D, the Company, once the shareholders have approved the creation of the new spun-off company, will request the CNV to authorise the admission of the spun-off company to the public offering regime and the listing and trading of its shares on the Buenos Aires Stock Exchange. The spun-off company may also request the listing and trading of its Class B shares in one or more securities exchanges and/or markets, in Argentina or abroad. (vi) Approval of the exchange ratio. Detailed explanation of the exchange ratio referred to hereunder. Copy of the corresponding supporting documents and the proposal to be made to the shareholders. As presented above, the shareholders of the Company will receive, pursuant to a ratio that the Board of Directors has called the exchange ratio a number of shares of the spun-off company that are equivalent to their participation in the Company. Such exchange ratio is described in the minutes of the meeting of the Board of Directors that was published on the AIF (ID D) and in the Prospectus that was published on the AIF (ID D). Consequently, the shareholders of the Company will see their equity participation in the Company reduced, but they will receive, in exchange for such reduction, a number of shares of the spun-off company. Point 6. We request a proposal for the members and alternate members of the Board of Directors of the spun-off company. The Company has not received, to date, any proposals from any shareholder with respect to the election of members and alternate members of the Board of Directors of the spun-off company. Point 7. We request a proposal for the members and alternate members of the Supervisory Committee. The Company has not received, to date, any proposals from any shareholder with respect to the election of members and alternate members of the Supervisory Committee of the spun-off company. Point 8. We request a proposal and information about the external auditor of the spun-off company. The Company has not received, to date, any proposals from any shareholder with respect to the external auditor of the spun-off company. Point 9. ii) Reduction of the equity capital of the Company as a result of the partial spinoff. Proposal and information relating to this part of the point, as well as an explanation of the procedure that will be applied [to reduce equity]. As a result of the partial spinoff of the Company, and as reflected in the minutes of the meeting of the Board of Directors of that approved the terms and conditions of such spinoff, and in the Prospectus published on the AIF under ID D, its equity capital will be reduced by
7 Ps.180,642,580, i.e. from Ps.287,418,584 to Ps. 106,776,004, and the Company will cancel 47,753,621 Class A shares, 117,077,867 Class B shares and 15,811,092 Class C shares. In turn, the spun-off company will be created with an initial equity capital of Ps.180,642,580 represented by 47,753,621 common, nominative, non-endorseable Class A shares with a nominal value of Ps.1 and entitled to five (5) votes per share, 117,077,867 book-entry Class B shares with a nominal value of Ps.1 and entitled to one (1) vote per share and 15,811,092 common, nominative, non-endorseable Class C shares with a nominal value of Ps.1 and entitled to one (1) vote per share. The Company has initiated with the Argentine Securities Commission ( CNV ) the process to obtain administrative approval of the spinoff so that, once obtained, the spinoff of the Company and the creation of the spun-off company may be registered with the IGJ. In addition, and as expressed by the Board of Directors, the Company, once the shareholders have approved the creation of the new spun-off company, will request the CNV to authorise the admission of the spun-off company to the public offering regime. Consequently, once the CNV has authorised such admission and the Buenos Aires Stock Exchange has authorised, through the Merval, the listing of its shares, the Company will proceed to give effect to the equity capital reduction and the delivery of the shares that will represent the equity capital of the spun-off company, which will be allocated to the shareholders of such company according to the exchange ratio. iii) Request for a reduction in the registered capital stock of the Company that has been authorized to public offering before the National Securities Commission and listing on the Buenos Aires Stock Exchange as a consequence of the partial spinoff. Proposal and information relating to this part of the point with respect to the reduction of the amount of the equity capital admitted to the public offering regime and listing of securities. As presented above, the equity capital of the Company will be reduced as a consequence of the partial spinoff. Consequently, once the CNV has approved the spinoff, and such spinoff has been registered with the IGJ, the CNV will proceed to reduce the amount of [the Company s] equity that is authorised for public offering and the Buenos Aires Stock Exchange will proceed to reduce the amount of [the Company s] equity that is authorised for listing. iiii) Amendment of the Bylaws as a consequence of the partial spinoff. We request that your provide the proposed language that will replace the current Bylaws of GRUPO CLARIN S.A. pursuant to the amendment that will be submitted to the consideration of the shareholders at this shareholders meeting, as well as any information relating to this point. The Board of Directors, at its meeting of , proposed that the Company s bylaws be amended as a consequence of the spinoff and for other supplementary reasons. The comparative chart with the amendments proposed by the Board of Directors is also attached as an exhibit to the Prospectus that was published on the AIF (ID D). We state for the record that this response, together with its request, shall be made available to the general public through AIF and the Buenos Aires Stock Exchange.
8 We are at your disposal to make any clarifications that you may deem relevant. Sincerely, /s/ Agustín Medina Manson
Exhibit A FREE TRANSLATION
Exhibit A FREE TRANSLATION Minutes of the Meeting of the Board of Directors No. 365: In the City of Buenos Aires, on the 16 th day of the month of August 2016, at 17.00 hours, the Board of Directors of
More informationINFORMATION STATEMENT DATED SEPTEMBER 14, 2016 GRUPO CLARÍN S.A. MERGER BY ABSORPTION AND PARTIAL SPLIT-UP
INFORMATION STATEMENT DATED SEPTEMBER 14, 2016 GRUPO CLARÍN S.A. MERGER BY ABSORPTION AND PARTIAL SPLIT-UP This information statement (the Information Statement ) describes the terms and conditions governing
More informationCablevisión Holding S.A. Cablevisión Holding Announces Tender Offer in Argentina
Cablevisión Holding S.A. Cablevisión Holding Announces Tender Offer in Argentina On 21 June 2018, Cablevisión Holding S.A. (the Company ) informed the Argentine Securities Commission and the Buenos Aires
More informationRef: Relevant information BBVA Banco Francés S.A. announces primary equity offering
RELEVANT INFORMATION 2017 06/30/2017 Ref: Relevant information BBVA Banco Francés S.A. announces primary equity offering Buenos Aires, Argentina, June 30, 2017. BBVA Banco Francés S.A. (NYSE: BFR; Bolsas
More informationCablevisión Holding S.A.
Cablevisión Holding S.A. Interim Condensed Consolidated Financial Statements As of June 30, 2017 and for the two-month period beginning May 1, 2017 and ended June 30, 2017 Free translation from the original
More informationGRUPO FINANCIERO GALICIA S.A. SPECIAL BALANCE SHEET FOR MERGER PURPOSES AS OF JUNE 30, 2013
SPECIAL BALANCE SHEET FOR MERGER PURPOSES AS OF JUNE 30, 2013 SPECIAL BALANCE SHEET FOR MERGER PURPOSES AS OF JUNE 30, 2013 Legal Domicile: Tte. Gral. Juan D. Perón No. 456 2 nd floor Autonomous City of
More informationPRELIMINARY MERGER AGREEMENT. entered into between TELECOM ARGENTINA S.A. (as Surviving Company) and CABLEVISION S.A. (as Absorbed Company)
PRELIMINARY MERGER AGREEMENT entered into between TELECOM ARGENTINA S.A. (as Surviving Company) and CABLEVISION S.A. (as Absorbed Company) June 30, 2017 PRELIMINARY MERGER AGREEMENT This PRELIMINARY MERGER
More informationRef: Autopistas del Sol S.A. Submission of Notes Quarterly Reports as at with the Argentine Securities and Exchange Commission Dear Sirs,
Buenos Aires, July 5 th, 205. Buenos Aires Stock Exchange Sarmiento 299, Piso 2 Buenos Aires City Ref: Autopistas del Sol S.A. Submission of Notes Quarterly Reports as at 06-30-5 with the Argentine Securities
More informationBANCO DE GALICIA Y BUENOS AIRES S.A. Page 1 of 91
BANCO DE GALICIA Y BUENOS AIRES S.A. Page 1 of 91 I N T E R I M F I N A N C I A L S T A T E M E N T S For the period from January 1, 2017 to September 30, 2017 presented in comparative format. Free translation
More informationBANCO DE GALICIA Y BUENOS AIRES S.A. Page 1 of 96
BANCO DE GALICIA Y BUENOS AIRES S.A. Page 1 of 96 A N N U A L F I N A N C I A L S T A T E M E N T S For the fiscal year from January 1, 2017 to December 31, 2017, presented in comparative format. NAME:
More informationMorningstar Document Research
Morningstar Document Research FORM 6-K YPF SOCIEDAD ANONIMA - YPF Filed: February 16, 2010 (period: February 16, 2010) Report of foreign issuer rules 13a-16 and 15d-16 of the Securities Exchange Act SECURITIES
More informationBANCO DE GALICIA Y BUENOS AIRES S.A. Page 1 of 89
BANCO DE GALICIA Y BUENOS AIRES S.A. Page 1 of 89 Q U A R T E R L Y F I N A N C I A L S T A T E M E N T S For the period from 1 January 2017 to 31 March 2017, presented in comparative format. Free translation
More informationBANCO DE GALICIA Y BUENOS AIRES S.A. Page 1 of 91
BANCO DE GALICIA Y BUENOS AIRES S.A. Page 1 of 91 Q U A R T E R L Y F I N A N C I A L S T A T E M E N T S For the period from January 1, 2017 to June 30, 2017 presented in comparative format. NAME: BANCO
More informationFor the fiscal year from January 1, 2012 to December 31, 2012, presented in comparative format.
ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS For the fiscal year from January, 202 to December 3, 202, presented in comparative format. INDIVIDUAL FINANCIAL STATEMENTS AUDITORS' REPORT
More informationThe Float Guide How to float a company in Argentina
The Float Guide How to float a company in Argentina Contact: Patricia López Aufranc Argentina pla@marval.com.ar INTRODUCTION This guide gives an overview of what is involved in listing a company on the
More informationFirst Half and Second Quarter Results 2017 August 11th, 2017
First Half and Second Quarter Results 2017 August 11th, 2017 Disclaimer Forward Looking Statements Certain information included in this presentation may contain projections or other forward-looking statements
More informationPAMPA ENERGÍA S.A. PETROBRAS ARGENTINA S.A. ( Petrobras Argentina ) for
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission, in which this
More informationCROSS-BORDER HANDBOOKS 15
Corporate Governance and Directors Duties 2006 Argentina Argentina John O'Farrell and Ignacio Sammartino, JP O'Farrell Abogados S.A. www.practicallaw.com/4-201-8181 CORPORATE ENTITIES The corporate entities
More informationArgentina. Soledad Matteozzi and Agustin Marra. Alfaro Abogados
Argentina Soledad Matteozzi and Agustin Marra Alfaro Abogados Sources of corporate governance rules and practices 1 What are the primary sources of law, regulation and practice relating to corporate governance?
More informationTranslation from the original prepared in Spanish for publication in Argentina
Translation from the original prepared in Spanish for publication in Argentina Financial statements as of June 30, 2017 jointly with the Independent auditors report on review of interim financial statements
More informationABERTIS INFRAESTRUCTURAS, S.A. EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
ABERTIS INFRAESTRUCTURAS, S.A. EXTRAORDINARY GENERAL SHAREHOLDERS MEETING The Board of Directors, according to its resolutions dated 19 th December 2018, has decided to convene the Extraordinary General
More informationComisión Nacional del Mercado de Valores Edison, MADRID. Madrid, 4 May Dear Sirs,
Comisión Nacional del Mercado de Valores Edison, 4 28006 MADRID Madrid, 4 May 2017 Dear Sirs, For the purposes established in Article 228 of the Spanish Securities Market Act [Ley del Mercado de Valores]
More informationEMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR S.A.)
1 EDENOR S.A. Balance Sheets as of September 30, 2006 and December 31, 2005, Statements of Income for the nine-month periods ended September 30, 2006 and 2005 Statements of Changes in Shareholders Equity
More informationGRUPO CLARÍN S.A. Interim Condensed Consolidated Financial Statements for the six-month period ended June 30, 2016, presented on a comparative basis.
Interim Condensed Consolidated Financial Statements for the six-month period ended June 30, 2016, presented on a comparative basis. English translation of the Financial Statements and Reports originally
More informationBYLAWS OF GRUPO FINANCIERO GALICIA S.A
BYLAWS OF GRUPO FINANCIERO GALICIA S.A., A COMPANY WHICH HAS NOT ADHERED TO THE OPTIONAL BYLAWS SYSTEM FOR THE MANDATORY ACQUISITION OF SHARES IN A PUBLIC OFFERING: CHAPTER 1. NAME, DOMICILE AND TERM.
More informationACS, Actividades de Construcción y Servicios, S.A.
Spanish Securities Exchange Commission Paseo de la Castellana, 19 28046 MADRID Madrid, 25 May 2009 Dear Sirs, For the purpose established in section 82 of Act 24/1988, of 28 July, regulating the Securities
More informationORDINARY GENERAL SHAREHOLDERS MEETING OF TELEFÓNICA S.A
ORDINARY GENERAL SHAREHOLDERS MEETING OF TELEFÓNICA S.A. - 2018 - PROPOSED RESOLUTIONS SUBMITTED BY THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR DECISION AT THE GENERAL SHAREHOLDERS MEETING June 7/8,
More informationTranslation from the original prepared in Spanish for publication in Argentina
Financial statements as of September 30, 2016 jointly with the Independent auditors report and the Supervisory Audit Committee s report on review of interim financial statements FINANCIAL STATEMENTS AS
More informationGRUPO FINANCIERO GALICIA S.A.
OFFERING MEMORANDUM Global Program for the Issuance of Short-, Medium- and/or Long-term Notes for a nominal value of US$60,000,000 (or its equivalent in other currencies) of GRUPO FINANCIERO GALICIA S.A.
More informationSUPPLEMENT DATED 6 FEBRUARY 2019 TO THE BASE PROSPECTUS DATED 5 JULY 2018 AS SUPPLEMENTED BY THE SUPPLEMENT DATED 9 NOVEMBER Bankia, S.A.
SUPPLEMENT DATED 6 FEBRUARY 2019 TO THE BASE PROSPECTUS DATED 5 JULY 2018 AS SUPPLEMENTED BY THE SUPPLEMENT DATED 9 NOVEMBER 2018 Bankia, S.A. (incorporated as a limited liability company (sociedad anónima)
More informationEstimated Timetable for holders of American Depositary Receipts (ADRs)
Official Notice Méndez Álvaro, 44 28045 Madrid España Tel. 34 917 538 100 34 917 538 000 Fax 34 913 489 494 www.repsol.com Madrid, June 15, 2015 Repsol discloses information in connection with the paid-up
More informationProposed Resolutions. Proposed Resolutions relating to the 2018 Annual General Meeting of Shareholders of Siemens Gamesa Renewable Energy, S.A.
Proposed Resolutions Proposed Resolutions relating to the 2018 Annual General Meeting of Shareholders of Siemens Gamesa Renewable Energy, S.A. PROPOSAL ONE RESOLUTION ONE Item One on the Agenda: Examination
More informationGRUPO FINANCIERO GALICIA S.A. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD COMMENCED JANUARY 1, 2016 AND ENDED JUNE 30, 2016, PRESENTED IN COMPARATIVE FORMAT FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD COMMENCED JANUARY 1, 2016
More informationPROXY / REPRESENTATIVE CARD. Particulars of Shareholder
PROXY / REPRESENTATIVE CARD Particulars of Shareholder Full name or Company name Address Individuals: valid National Identity Document (Spain), passport or any other identity document Legal entities: valid
More informationI. Purpose of the Report:
REPORT ISSUED BY THE BOARD OF DIRECTORS OF PROMOTORA DE INFORMACIONES, S.A. ON PROPOSED RESOLUTION CONSISTING OF THE SHARE CAPITAL REDUCTION IN THE AMOUNT OF 7,050,236.22, TO BE CARRIED OUT THROUGH THE
More informationIMPORTANT NOTICE IMPORTANT: You must read the following before continuing.
IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS ( QIBs ) (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
More informationRE: Waiver of extraordinary shareholders meeting and request for summons to a new extraordinary shareholders meeting for SQM.
Santiago, April 20, 2018 Mr. Luis Eugenio Ponce Lerou Chairman SOCIEDAD QUIMICA Y MINERA DE CHILE S.A. RE: Waiver of extraordinary shareholders meeting and request for summons to a new extraordinary shareholders
More informationNON OFFICIAL VERSION ONLY ORIGINAL SPANISH VERSION SHOULD BE CONSIDERED LEGALLY VALID FOR INTERPRETATION
MINISTRY OF ENERGY AND MINING Resolution 71/2016 Electric Power from Sources of Renewable Energy. Open call for tender. Buenos Aires, May 17 th 2016 HAVING REVIEWED File N S01:0196327/2016 under the Registry
More informationSpanish National Securities Market Commission Edison, MADRID. Madrid, 16 January Dear Sirs,
Spanish National Securities Market Commission Edison, 4 28006 MADRID Madrid, 16 January 2018 Dear Sirs, For the purpose established in section 228 of Law 4/2015, of 23 October 2015, regulating the Spanish
More informationTRANSLATION FOR INFORMATION PURPOSES ONLY
TRANSLATION FOR INFORMATION PURPOSES ONLY BOLSAS Y MERCADOS ESPAÑOLES, SOCIEDAD HOLDING DE MERCADOS Y SISTEMAS FINANCIEROS, S.A. ORDINARY GENERAL SHAREHOLDERS MEETING The Board of Directors of Bolsas y
More informationREAL ESTATE INVESTMENT AND MANAGEMENT COMPANIES ( SIGI )
LEGAL ALERT REAL ESTATE INVESTMENT AND MANAGEMENT COMPANIES ( SIGI ) DECREE-LAW NO. 19/2019 A. SIGI Decree-Law 19/2019 of 28 January 2019 ( Decree-Law ), that will enter into force on 1 February 2019,
More informationFinancial statements as of March 31, 2011 Jointly with the Limited Review Report on Interim Financial Statements and the Statutory Audit Committee s
Financial statements as of March 31, 2011 Jointly with the Limited Review Report on Interim Financial Statements and the Statutory Audit Committee s Report. FINANCIAL STATEMENTS AS OF MARCH 31, 2011 (NOTE
More informationCurrent Report pursuant to provisions under art. 113, letter A in Regulation no. 1/2006, regarding the issuers and operations with securities
IMPACT DEVELOPER & CONTRACTOR SA Registered office: Voluntari, 4C Pipera-Tunari Road, Construdava Business Center, floors 6,7, Ilfov County. Working point: Willbrook Platinum Business & Convention Center,
More informationGRUPO FINANCIERO GALICIA S.A. FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014
FINANCIAL STATEMENTS FINANCIAL STATEMENTS Fiscal Year No. 17, commenced January 1, 2015 Legal Domicile: Tte. Gral. Juan D. Perón No. 430 25 th floor Autonomous City of Buenos Aires - Argentina Principal
More informationGRUPO CLARÍN S.A. English free translation of the Financial Statements and Reports originally issued in Spanish.
Interim Condensed Consolidated Financial Statements for the nine-month period ended 2017 presented on a comparative basis. English free translation of the Financial Statements and Reports originally issued
More informationProposed resolutions for the Extraordinary General Shareholders Meeting to be held on October 10 or 11, 2015, on first or second call, respectively
Proposed resolutions for the Extraordinary General Shareholders Meeting to be held on October 10 or 11, 2015, on first or second call, respectively One.- Capital reduction in the amount of 90,133,482.3858
More informationEDP ENERGIAS DO BRASIL S.A. COMPANY BY-LAWS
EDP ENERGIAS DO BRASIL S.A. COMPANY BY-LAWS CHAPTER I Name, Headquarters, Term and Object Article 1 EDP ENERGIAS DO BRASIL S.A. is a corporation governed by these By-laws and their applicable legal provisions,
More informationOfficial Notice. Estimated Timetable for holders of American Depositary Receipts (ADRs)
Official Notice Calle Méndez Álvaro, 44 28045 Madrid España Tel. 34 917 538 100 34 917 538 000 Fax 34 913 489 494 www.repsol.com Madrid, December 19, 2012 Repsol discloses information in connection with
More informationORDINARY GENERAL SHAREHOLDERS MEETING OF AMADEUS IT HOLDING, S.A.
ORDINARY GENERAL SHAREHOLDERS MEETING OF AMADEUS IT HOLDING, S.A. The Board of Directors of AMADEUS IT HOLDING, S.A., at the meeting held on 21 April 2016 and in accordance with the legal and statutory
More informationBYLAWS BANCO HIPOTECARIO SOCIEDAD ANÓNIMA
BYLAWS OF BANCO HIPOTECARIO SOCIEDAD ANÓNIMA 1 BYLAWS OF BANCO HIPOTECARIO SOCIEDAD ANONIMA - ARTICLE I NAME, REGISTERED OFFICE AND DURATION. SECTION 1 NAME: The Company s name shall be BANCO HIPOTECARIO
More informationREPSOL YPF, S.A. CALL FOR ORDINARY GENERAL SHAREHOLDERS' MEETING
REPSOL YPF, S.A. CALL FOR ORDINARY GENERAL SHAREHOLDERS' MEETING By resolution of the Board of Directors of Repsol YPF, S.A., shareholders are called to the Ordinary General Shareholders Meeting which
More informationGRUPO FINANCIERO BANORTE S.A.B. DE C.V.
SUMMARY OF RESOLUTIONS ADOPTED IN THE ORDINARY GENERAL SHAREHOLDERS MEETING HELD ON DECEMBER 5, 2017. Shares Represented: 2,253,935,936 Series "O" shares, representing 81.26% of a total of 2,773,729,563
More informationGRUPO CLARÍN S.A. English free translation of the Financial Statements and Reports originally issued in Spanish.
Interim Condensed Consolidated Financial Statements for the nine-month period ended 2016, presented on a comparative basis. English free translation of the Financial Statements and Reports originally issued
More informationOfficial Notice. Estimated Timetable for holders of American Depositary Receipts (ADRs)
Official Notice Paseo de la Castellana, 278-280 28046 Madrid España Tel. 34 917 538 100 34 917 538 000 Fax 34 913 489 494 www.repsol.com Madrid, June 19, 2012 Repsol discloses information in connection
More informationI. Purpose of the Report:
REPORT ISSUED BY THE BOARD OF DIRECTORS OF PROMOTORA DE INFORMACIONES, S.A. ON THE PROPOSED RESOLUTION REGARDING THE OFFSETTING OF LOSSES AGAINST VOLUNTARY RESERVES IN THE AMOUNT OF EUR 1,578,746,088.64
More informationNew Requirements Applicable to Argentine Branches of Foreign Companies and Foreign Shareholders/Partners of Argentine Entities
Law and Business Review of the Americas Volume 13 2007 New Requirements Applicable to Argentine Branches of Foreign Companies and Foreign Shareholders/Partners of Argentine Entities Daniel H. Dicasolo
More informationEMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR S.A.)
1 EDENOR S.A. Balance Sheets as of June 30, 2009 and December 31, 2008 Statements of Income for the six-month periods ended June 30, 2009 and 2008 Statements of Changes in Shareholders Equity for the six-month
More informationPANAMA Arosemena Noriega & Contreras
Bank Finance and Regulation Survey PANAMA Arosemena Noriega & Contreras I. BANKS AND FINANCIAL INSTITUTIONS SUPERVISION 1) Applicable laws and regulation. Provide a list of the main laws and regulations
More informationAnnouncement of convening the Annual General Meeting of Shareholders
Announcement of convening the Annual General Meeting of Shareholders Management Board of Getin Holding S.A., with its registered office in Wrocław, incorporated in the Register of Entrepreneurs maintained
More informationMadrid, June 17, 2013
Official Notice Méndez Álvaro, 44 28045 Madrid España Tel. 34 917 538 100 34 917 538 000 Fax 34 913 489 494 www.repsol.com Madrid, June 17, 2013 Repsol discloses information in connection with the paid-up
More informationAGENDA ITEM ONE. The proposed distribution of 2012 profits earned by Banco Popular Español as shown in the 2012 Annual Report is as follows: Euros
Proposed resolutions that the Board of Directors of Banco Popular Español, S.A. submits to the Ordinary General Shareholders' Meeting to be held in Madrid on 9 June 2013 on first call or on 10 June 2013
More informationTranslation from Polish Bank Millennium S.A. MANAGEMENT BOARD S OPERATIONS BYLAWS
Translation from Polish Bank Millennium S.A. MANAGEMENT BOARD S OPERATIONS BYLAWS Text determined in the Resolution of the Supervisory Board No. 28/2015 dated 24 July 2015. Bank Millennium S.A. MANAGEMENT
More informationEMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR S.A.)
1 EDENOR S.A. Balance Sheets as of March 31, 2009 and December 31, 2008 Statements of Income for the three-month periods ended March 31, 2009 and 2008 Statements of Changes in Shareholders Equity for the
More informationEDENOR S.A. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
1 EDENOR S.A. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009 Shareholders and public in general who are interested in learning more about the report related to the Financial Statements as of December
More informationGRIFOLS, S.A. ORDINARY GENERAL SHAREHOLDERS MEETING
GRIFOLS, S.A. ORDINARY GENERAL SHAREHOLDERS MEETING The Board of Directors has resolved to call the shareholders of Grifols, S.A. (the Company ) to the Ordinary Shareholders Meeting that will be held on
More informationCommunication of Relevant Information
Communication of Relevant Information Promotora de Informaciones SA (PRISA) announces the following relevant information, under the provisions of article 82 of Act 24/1988, July 28 th, of Securities Market
More informationGRUPO FINANCIERO GALICIA S.A. REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER, ENDED ON SEPTEMBER 30, 2018
GRUPO FINANCIERO GALICIA S.A. REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER, ENDED ON SEPTEMBER 30, 2018 Buenos Aires, Argentina, November 27, 2018 Grupo Financiero Galicia S.A. (BYMA /NASDAQ: GGAL)
More informationQuarterly Report. Grupo Clarín announces its Results for the First Quarter 2016 (1Q16)
Quarterly Report GCLA: Ps. 132.0 / share (BCBA) GCLA: USD 19.5 / GDS (LSE) Total Shares: 287,418,584 Total GDSs: 143,709,292 Market Value: USD 2,802.3 MM Closing Price: May 11th, 2016 Grupo Clarín announces
More informationEXPLANATORY NOTES ANNUAL GENERAL MEETING 2015
EXPLANATORY NOTES ANNUAL GENERAL MEETING 2015 TomTom NV De Ruijterkade 154 1011 AC Amsterdam Tel: +31 (0)20 757 5000 www.tomtom.com Explanatory notes to the agenda of the Annual General Meeting of TomTom
More informationGRUPO CLARÍN S.A. Interim Condensed Consolidated Financial Statements
GRUPO CLARÍN S.A. Interim Condensed Consolidated Financial Statements for the six-month period ended June 30, 2012, presented on a comparative basis. English translation of the Financial Statements and
More informationEXTRACT FROM THE MINUTES OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF EDP RENOVÁVEIS, S.A., HELD ON THE 13 TH OF APRIL 2010
This document in English is provided for informative purposes only. In the event of a discrepancy between the content of the English version and the original Spanish version the latter will prevail. EXTRACT
More informationRELEVANT INFORMATION. Resolutions adopted by the Ordinary General Shareholders Meeting
AMADEUS IT HOLDING, SA (Amadeus or the Company), in accordance with the provisions of Article 228 of Restated Text of the Securities Exchange Act (Ley del Mercado de Valores) by this letter communicates
More informationJoint plan for the merger by absorption of Amadeus IT Group, S.A. into Amadeus IT Holding, S.A.
Joint plan for the merger by absorption of Amadeus IT Group, S.A. into Amadeus IT Holding, S.A. Madrid, March 11, 2016 1. Introduction The managing bodies of Amadeus IT Holding, S.A. (the Absorbing Company
More informationCentral Puerto S.A. Financial statements for the fiscal year ended December 31, 2015, together with the independent auditor s report.
Central Puerto S.A. Financial statements for the fiscal year ended December 31, 2015, together with the independent auditor s report. BOARD OF DIRECTORS AND STATUTORY AUDIT COMMITTEE MEMBERS CHAIRMAN:
More informationCHARTER OF JOINT STOCK COMPANY «First Tower Company»
APPROVED by the General Meeting of Shareholders of PJSC MegaFon September, 2016 CHARTER OF JOINT STOCK COMPANY «First Tower Company» Moscow CONTENTS Article 1. General Information... 3 Article 2. Trade
More informationRESOLUTIONS ADOPTED BY THE GENERAL SHAREHOLDERS MEETING OF AENA, S.A. HELD ON 25 APRIL 2017
RESOLUTIONS ADOPTED BY THE GENERAL SHAREHOLDERS MEETING OF AENA, S.A. HELD ON 25 APRIL 2017 ONE.- Examination and approval, if applicable, of the individual financial statements (balance sheet, profit
More informationCOMPANY BYLAWS OF INDRA SISTEMAS, S.A
COMPANY BYLAWS OF INDRA SISTEMAS, S.A. June 2008 COMPANY BYLAWS OF INDRA SISTEMAS, S.A Article 1.- The Company shall operate under the name of INDRA SYSTEMS, S.A. and it shall be governed by these Company
More informationNOTICE ON CONVENING THE EXTRAORDINARY GENERAL MEETING OF CIECH SPÓŁKA AKCYJNA
NOTICE ON CONVENING THE EXTRAORDINARY GENERAL MEETING OF CIECH SPÓŁKA AKCYJNA The Management Board of CIECH Spółka Akcyjna, with its registered office in Warsaw (CIECH S.A., Company), entered into the
More informationConvenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft.
Convenience Translation the German version is the only legally binding version Articles of Association Linde Aktiengesellschaft Munich 11 February 2010 I. General Rules 1. Company Name, Principal Place
More informationMorningstar Document Research
Morningstar Document Research FORM 6-K MASISA S.A. - MYSZY Filed: April 14, 2005 (period: June 30, 2005) Report of foreign issuer rules 13a-16 and 15d-16 of the Securities Exchange Act UNITED STATES SECURITIES
More informationConvening of the Extraordinary General Meeting of Shareholders MED LIFE S.A.
No. 8/09.08.2017 CURRENT REPORT According to the Regulation CNVM No. 1/2006 Report date: 10.08.2017 Name of the issuing entity: MED LIFE S.A. Headquarters: Calea Griviței no. 365, district 1, Bucharest,
More informationEMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR S.A.)
1 EDENOR S.A. Balance Sheets as of March 31, 2008 and December 31, 2007 Statements of Income for the three-month periods ended March 31, 2008 and 2007 Statements of Changes in Shareholders Equity for the
More informationGRUPO CLARÍN S.A. Annual Report and Consolidated Financial Statements For the year ended December 31, 2016, presented on a comparative basis
Annual Report and Consolidated Financial Statements For the year ended 2016, presented on a comparative basis English free translation of the Financial Statements and Reports originally issued in Spanish.
More information1. Introduction. 2. Period of validity
REASONED PROPOSAL BY THE BOARD OF DIRECTORS OF PROMOTORA DE INFORMACIONES, S.A. IN RELATION TO THE PROPOSED RESOLUTION TO MODIFY THE DIRECTORS REMUNERATION POLICY OF THE COMPANY, INCLUDED AS ITEM SEVENTH
More informationMATERIAL FACT. Boadilla del Monte (Madrid), October 16, 2017
MATERIAL FACT Banco Santander, S.A. discloses information in connection with the flexible compensation scheme Santander Dividendo Elección (scrip dividend scheme) to be applied to the second 2017 interim
More informationORDINARY GENERAL SHAREHOLDERS MEETING PROPOSED RESOLUTIONS FOR LAR ESPAÑA REAL ESTATE SOCIMI, S.A. 2016
ORDINARY GENERAL SHAREHOLDERS MEETING PROPOSED S FOR LAR ESPAÑA REAL ESTATE SOCIMI, S.A. 2016 ITEM ONE ON THE AGENDA Approval of the individual annual accounts of the Company and of the annual accounts
More informationEMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR S.A.)
1 EDENOR S.A. Balance Sheets as of September 30, 2008 and December 31, 2007 Statements of Income for the nine-month periods ended September 30, 2008 and 2007 Statements of Changes in Shareholders Equity
More informationACS, Actividades de Construcción y Servicios, S.A.
Comisión Nacional del Mercado de Valores Edison, 4 28006 MADRID Madrid, 22 March 2018 Dear Sirs, For the purposes specified in Article 228 of the Consolidated Securities Market Act approved by Royal Legislative
More information[ENGLISH GUIDE TRANSLATION FOR INFORMATION PURPOSES ONLY]
To the Comisión Nacional del Mercado de Valores In accordance with article 228 of Spanish Securities Exchange Act (Texto Refundido de la Ley del Mercado de Valores, aprobado por el Real Decreto Legislativo
More informationA R T I C L E S O F A S S O C I A T I O N
These Articles of Association have been translated from Danish into English. In case of any discrepancies, the Danish version shall be the governing text. A R T I C L E S O F A S S O C I A T I O N of Danish
More informationA LA COMISIÓN NACIONAL DEL MERCADO DE VALORES
Translation of the Relevant Event originally issued in Spanish. In the event of a discrepancy, the Spanish-language version sent to the CNMV prevails. A LA COMISIÓN NACIONAL DEL MERCADO DE VALORES Pursuant
More informationLetter to the Shareholders and Financial Statements as of December 31, 2008, and 2007, jointly with the Independent Auditors Report and the Statutory
Letter to the Shareholders and Financial Statements as of December 31, 2008, and 2007, jointly with the Independent Auditors Report and the Statutory Audit Committee s Report LETTER TO THE SHAREHOLDERS
More informationMED LIFE S.A. CONVENING NOTICE
MED LIFE S.A. CONVENING NOTICE The Board of Directors of MED LIFE S.A., a joint stock company, managed under a one-tier system, incorporated and operating in accordance with Romanian law, having its registered
More informationNon-binding translation as of December 19, 2018 For information purpose only
Non-binding translation as of December 19, 2018 For information purpose only Tikehau Capital A French partnership limited by shares (société en commandite par actions) with a share capital of EUR 1,241,731,188
More informationNOTICE TO CONVENE MEETING OF HOLDERS OF COVERED BONDS BANCO SANTANDER TOTTA, S.A.
BANCO SANTANDER TOTTA, S.A. Registered offices: Rua Áurea n.º 88, Lisboa Legal type: Limited liability company Registered before the Commercial Registry Office of Lisboa with sole registration and tax
More informationInmobiliaria Colonial, S.A.
Inmobiliaria Colonial, S.A. Special report on the exclusion of pre-emptive rights as established in articles 308, 504 and 506 of the Revised Spanish Companies Act KPMG Auditores, S.L. This report contains
More informationRELEVANT FACT. Malaga, 26 January Annex: Common Draft Terms of Merger
Pursuant to the provisions of article 228 of the consolidated text of the Spanish Securities Market Law, approved by Legislative Royal Decree 4/2015 of 23 October, Unicaja Banco, S.A. ( Unicaja Banco )
More informationNOTICE OF ANNUAL GENERAL MEETING
Convenient English translation of Czech official version In case of discrepancy, Czech version prevails NOTICE OF ANNUAL GENERAL MEETING Management Board of MONETA Money Bank, a.s., ID number: 256 72 720,
More informationRocket Internet SE Berlin. Invitation to the ordinary General Meeting
Convenience Translation. The German language version shall prevail in the event of any dispute or ambiguity. Rocket Internet SE Berlin Securities Identification Number: A12UKK ISIN: DE000A12UKK6 Invitation
More informationFor the purposes of the provisions of Article 26.1.e) of Royal Decree 1310/2005, of 4 November, an informative document is attached hereto as Annex.
English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail. Pursuant to the Consolidated Text of the
More information