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Examination and approval, if applicable, of the Individual Annual Accounts (balance sheet, profit and loss account, statement of changes in shareholders' equity, statement of cash flows and annual report) of Gamesa Corporación Tecnológica, Sociedad Anónima, and of the Consolidated Annual Accounts with its dependent companies (balance sheet, profit and loss account, statement of changes in shareholders' equity, statement of cash flows and annual report), for the fiscal year ended on December 31, 2011.
Examination and approval, if applicable, of the Individual Management Report of Gamesa Corporación Tecnológica, Sociedad Anónima, and of the Consolidated Management Report with its dependent companies for the fiscal year ended on December 31, 2011.
Examination and approval, if applicable, of the management and actions of the Board of Directors during the fiscal year ended on December 31, 2011. (Proposal)
Examination and approval, if applicable, of the proposal for the allocation of profit/losses and the distribution of dividends of Gamesa Corporación Tecnológica, Sociedad Anónima for the fiscal year ended on December 31, 2011.
Approval, for the free-of-charge allocation of the ordinary shares issued to the shareholders of the Company, of an increase in share capital by means of a scrip issue at a maximum reference market value of eleven million two hundred and fifty thousand (11,250,000) euros. The shareholders will be offered the acquisition of their free-of-charge allocation rights at a guaranteed price. Express provision for the possibility of an incomplete allocation. Application for admission of the resulting shares to listing on the Bilbao, Madrid, Barcelona and Valencia Stock Exchanges, through the Automated Quotation System (Sistema de Interconexión Bursátil). Delegation of powers to the Board of Directors, including the power to amend Article 4 of the By-Laws. (Proposal)
Ratification of the appointment as Director of Mr. Ignacio Martín San Vicente made by cooption after the holding of the last Shareholders' General Meeting, as an Executive Director.
Ratification of the appointment as Director of Ms. Sonsoles Rubio Reinoso made by cooption after the holding of the last Shareholders' General Meeting, as an External Proprietary Director.
Amendment to the By-Laws. (Proposal)
8.1. Amendment to article 18 for its adaptation to the amendment operated by the Capital Companies Law regarding the call of the Shareholders' General Meeting.
8.2. Amendment to article 19 to include the novelties introduced by the amendment of the Capital Companies Law in the information right in the Shareholders' General Meeting.
8.3. Amendment to article 22 to adapt the regulation of the proxy right in the Shareholders' General Meeting to the novelties introduced in that regard in the Capital Companies Law.
8.4. Amendment to article 28 to adapt the provisions about the deliberation and adoption of agreements in the Shareholders' General Meeting to the amendments introduced by the Capital Companies Law in that matter.
8.5. Amendment to article 37 to include the right of the Directors that represent, al least, a third part of the members of the Board of Directors to call the Board of Directors, according to the amendment operated in the Capital Companies Law.
8.6. Amendment to article 40.2 to adapt it to the novelties introduced by the Sustainable Economy Law in relation to the Annual Report about the Remuneration of the members of the Board of Directors.
8.7. Amendment to article 44.3. to attribute competencies to the Appointments and Remuneration Committee in relation to the new Annual Report about the Remuneration of the members of the Board of Directors introduced by the Sustainable Economy Law.
8.8. Introduction of a new article 48 in relation to the Annual Report about the Remuneration of the members of the Board of Directors, according to the Sustainable Economy Law.
Amendment to the Shareholders' General Meeting Regulations. (Proposal)
9.1. Amendment to article 8 for its adaptation to the amendment operated by the Capital Companies Law regarding the call of the Shareholders' General Meeting.
9.2. Amendment to article 12 to include the novelties introduced by the amendment of the Capital Companies Law in the regulation of the information right prior to the celebration of the Shareholders' General Meeting.
9.3. Amendment to article 15 to adapt the regulation of the proxy right in the Shareholders' General Meeting to the novelties introduced in that regard in the Capital Companies Law.
9.4. Amendment to articles 17 and 31 to improve the systematic of these articles and introduce improvements in the functioning of the Shareholders' General Meeting.
9.5. Amendment to article 37 to introduce the novelties introduced by the Capital Companies Law in relation to the way of establishing the voting result of the Shareholders' General Meeting.
9.6. Amendment to article 40.3 to adapt it to the novelties introduced by the Sustainable Economy Law in relation to the disclosure of the voting of the Shareholders' General Meeting.
Approval of the corporate website to the effects of article 11 bis of the Capital Companies Law. (Proposal)
Delegation of powers to formalize and execute all resolutions adopted by the Shareholders' General Meeting, for conversion thereof into a public instrument, and for the interpretation, correction and supplementation thereof or further elaboration thereon until the required registrations are made. (Proposal)
Approval, with a consultative character, of the 2011 Annual Report about the Remuneration of the members of the Board of Directors of Gamesa Corporación Tecnológica, Sociedad Anónima.
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