Agenda
ONE.- Examination and approval, if applicable, of the individual annual accounts (see pdf) (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 (see pdf) 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, 2008.
TWO.- Examination and approval, if applicable, of the proposal for the allocation of profit/losses and the distribution of dividends (see pdf) of Gamesa Corporación Tecnológica, Sociedad Anónima for the fiscal year ended on December 31, 2008.
THREE.- Examination and approval, if applicable, of the individual Management Report (see pdf) of Gamesa Corporación Tecnológica, Sociedad Anónima, and of the consolidated Management Report (see pdf) with its dependent companies for the fiscal year ended on December 31, 2008.
FOUR.- Examination and approval, if applicable, of the management and actions of the Board of Directors of Gamesa Corporación Tecnológica, Sociedad Anónima during the fiscal year ended on December 31, 2008. (See proposal)
FIVE.- Ratification of appointment as Director of Iberdrola, S.A. made by cooption after the holding of the last Shareholders’ General Meeting, as an External Proprietary Director. (See report)
SIX.- Ratification of the appointment as Director of Mr. Carlos Fernández-Lerga Garralda made by cooption after the holding of the last Shareholders’ General Meeting, as “Other External Directors”. (See report).
SEVEN. - Re-election of the Auditor of the Company and its Consolidated Group for the fiscal year 2009. (See proposal)
EIGHT-.- Authorization to the Board of Directors, with the express power of delegation, for the derivate acquisition of the Company’s own shares by the Company itself or by its subsidiaries, up to a maximum of five (5) percent of the share capital and, if applicable, to proceed with their transfer, pursuant to applicable law, for which purpose the authorization granted by the shareholders at the Shareholders’ General Meeting of May 30, 2008, is hereby deprived of effect to the extent of the unused amount. (See proposal)
NINE.- Examination and approval, if applicable, of a Long Term Incentive Program through the delivery of shares of the company bound to the achievement of the key targets of the Strategic Plan 2009-2011 aimed to the Executive Directors, Senior Management, Managers and employees of Gamesa Corporación Tecnológica, Sociedad Anónima, and if applicable, of its dependent companies, and the delegation to the Board of Directors to implement, develop, formalize and execute the remuneration system. (See report)
TEN.- Delegation of powers to formalize and execute all resolutions adopted by the shareholders at 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. (See proposal)
Once the description of the matters included on the agenda is completed, the explanatory report regarding the aspects of the equity structure and the governance and control system of the Company set forth in article 116 bis of the Securities Market Law will be submitted. (See report)