CALL FOR AN ORDINARY SHAREHOLDERS’ MEETING OF RD SISTEMAS SA
The company's shareholders are summoned to the Ordinary Shareholders’ Meeting to be held on June 21, 2019, at 2:00 pm on first call and, as the case may be, on June 22, 2019 at 2:00 pm on second call. The Shareholders’ Meeting will be held at the offices of Barcelona, Valencia Street, 560 4th floor, with the following,
AGENDA
First - Appointment of the President and Secretary of the Shareholders’ Meeting.
Second - Approval, if applicable, of the Financial Statements corresponding to the financial year 2018.
Third - Approval, if applicable, of the Board of Directors’ management.
Fourth - Approval, if applicable, of the profit allocation proposal for said financial year.
Fifth - Dividend distribution.
Sixth - Termination and appointment of Board of Directors’ members.
Seventh - Termination and appointment of External Auditors and, should the appointees be individuals. appointment of active and alternate Auditors for a three-year office.
Eighth - Amendment of Article 14 of Corporate Bylaws to provide for the adoption of BoD resolutions via video conferencing, multiple telephone conference, Intranet or Internet, or any other means as per the technical state of the art. Call for a Board of Directors’ Meeting and adaptation to Law 31/2014.
Ninth - Questions & Answers.
Tenth - Delegate the power to notarise any agreements adopted.
Eleventh - Drafting, reading and approval, as the case may be, of the Shareholders’ Meeting Minutes, or failing that, appointment of external auditors.
Pursuant to Article 10 of the Company's Bylaws, the Shareholders’ Meeting can be attended using telematic means subject to the following rules:
Shareholders are hereby reminded that, pursuant to Article 272 of the Corporations Law, as of the call for the Shareholders’ Meeting, any shareholder may obtain from the company, immediately and free of charge, any documents to be submitted to the approval of the Meeting and thus, as the case may be, the management report and the auditor's report.
Pursuant to article 287 of the Corporations Law, shareholders may examine at the registered office the proposed amendment referred to in point eight of the Agenda, and the report that the Board of Directors has presented by way of justification and which is at their disposal. Furthermore, shareholders may request the delivery of free submission of said documents.
Pursuant to Article 10 of the Company's Bylaws, the Shareholders’ Meeting can be attended using telematic means subject to the following rules:
Real-time video conferencing shall be the preferred telematic means, as it guarantees the shareholder's identity, allows the orderly development of the Shareholders’ Meeting and the exercise of shareholders’ rights, including the real-time casting of votes.
Shareholders wishing to attend via telematic means shall give the company’s management at least ten days’ notice before the first call of the Ordinary Shareholders' Meeting. In such a case, the company's management shall provide the requesting shareholder(s) with a video conferencing number and individual access codes, also in writing, and at least with five days’ notice before the first call.
The President shall grant speaking and voting turns to any shareholders attending via telematic means, following those intended for shareholders attending in person.
Interventions and agreement proposals to be presented by those attending via telematic means shall be submitted to the company in writing at least ten days before the convening of the Shareholder's Meeting
In Barcelona, on the twentieth of May, two thousand and nineteen.
THE SECRETARY OF THE BOARD OF DIRECTORS
Tomás Olmo Calzalilla