Good morning. I'm Chris Cole, Chairman of Applus+, and I welcome you all to this Extraordinary General Shareholders Meeting, which will be held exclusively by electronic means in accordance with the provisions of Article 17.1 of the company's bylaws. I will now hand it over to our Company Secretary, Mr. Vicente Conde, who will brief you on the fulfillment of the legal requirements to convene and hold this general shareholders meeting. Thank you very much, Mr. Chairman, and good morning to you all. First of all, I inform the shareholders that the board of directors, in accordance with the provisions of Article 521.3 of the Spanish Companies Act, has requested the presence of the Notary Public of Madrid, Mr. Fernando de la Cámara García, to draft the minutes of this meeting. Shareholders who wish to take the floor, and if applicable, who wish to request information or clarifications in relation to the items of the agenda, request clarifications on the information accessible to the public that the company has provided to the National Securities Market Commission from the last general meeting, or regarding the auditor's report, or make any proposals allowed by law who have not yet done so, may do so by clicking on the intervention button at the bottom of their screens until the chairman opens the floor for speeches. This Extraordinary General Shareholders Meeting of Applus+ Services, S.A. was called by the Board of Directors on the 17th of June, 2024, to be held exclusively by telematic means, at 12:00 P.M. today, 18 July, 2024, on first call, or should the required attendance quorum not be reached at the same time, on 19th July, 2024 on second call. The announcement convening the meeting was published 18 June, 2024, at the website of the National Securities Market Commission and on the company's corporate website, where it has been uninterruptedly posted since that date. Likewise, the announcement of the call was published on the same day, this is 18th June, 2024, in the newspaper, La Razón. To expedite the development of the meeting, we will take the announcement as read for all legal purposes. Likewise, the electronic shareholders forum, the procedures established for telematic attendance to give proxies and to cast long-distance electronic votes, the proposed resolutions by the board, and all the legally required information concerning the agenda of the meeting, have likewise been available at the corporate website since 18 June 2024. Applus+ subscribed voting share capital amounts to EUR 12,907,413.30, represented by 129,074,133 shares, with a face value of EUR 0.10 each. In accordance with the Spanish Companies Act, the required quorum for the valid constitution of the shareholders meeting on first call, given that its agenda includes a proposal for an amendment to the articles of association, is 50% of said share capital, which amounts to 64,537,067 shares. The definitive list of attendance has been drawn up, which includes the definitive number of shareholders attending in person or by proxy, the number of shares corresponding to one or others, and the percentage of the capital that they represent. I shall now give an account of these data. According to this, we have three shareholders owners of 120,145,406 shares, equivalent to 93.082% of share capital, including shareholders who have exercised their voting rights. Represented at the board, we have 46 shareholders, owners of 5,758,179 shares, equivalent to 4.461% of share capital. In consequence, the attendance is of 49 shareholders, owners of 125,903,585 shares, that represent 97.544% of share capital. Therefore, the attendance quorum exceeds 50% of share capital, according to Article 18 of the Bylaws for the valid constitution of this meeting. I will now give the floor to the president, the chairman. In accordance with the data provided by the secretary, this meeting complies with the legal and statutory requirements for the valid constitution of this general shareholders meeting. Consequently, I declare this extraordinary general shareholders meeting of Applus+ Services, S.A. validly constituted on first call. In the event of a breakdown of the electronic systems that allow attendance by telematic means, the general meeting shall be suspended for the time necessary for its correction, and shall be resumed immediately after the reestablishment of such systems, which shall be communicated through the telematic attendance platform set up on the company's website. I now give the floor to the Notary Public. Gracias, señior. Thank you, Mr. Chairman. My name is Fernando de la Cámara, Notary Public of Madrid. I have been requested to attend. According to the provisions of Article 101 of the Commercial Registry Regulations, I hereby inform you if any shareholders wish to express any reserve or protest in respect of the statements made relating to the number of attending shareholders or the amount of capital present. If anyone wants to take the floor, please use the communication to the notary button, which you will find at the bottom of your screens. Thank you. There being no objections, the valid constitution of this extraordinary general shareholders meeting on first call to deal with all items comprised in the agenda is hereby confirmed. I will give the floor to the chairman. We must now submit to a vote the resolutions regarding the items of the agenda, including in the notice convening the meeting, posed by the board of directors. I give the floor to the secretary, who will inform you about the procedure to follow, and by delegation, will direct the voting. Thank you very much, chairman. Previously, I would like to notify there's been a statement by a shareholder in writing, I will now read it, indicating the number of shares held by the share holder and his identity. It is about Manzana Spain, S.L., 28,204,423 shares held, requests the incorporation in the minutes of the following statement carried out by Ms. Eugenia Gandoy. As legal representative of Manzana Spain, S.L., owner of 21.8% of Manzana S.A. In the items of the agenda that we've abstained or voted against, and considering the statements presented by Amber Equity to not give the position, we reserve ourselves the legal actions that may be corresponding. No other statements have been requested, so we close the round of statements by shareholders, and as the chairman has expressed, we open the voting round that I will be directing on behalf of the chairman. In accordance with the provisions of the Spanish Companies Act, the proposal of resolutions will require, for its approval, more votes in favor than against of the share capital in attendance, in person or by proxy at the meeting, except for item two of the agenda, amendment of the Articles of Association to reduce the minimum number of members of the board of directors, which requires an absolute majority. The proposed resolutions relating to the items included in the agenda shall be voted by a negative deduction system. For these purposes, all votes corresponding to the shares present and represented will be considered to be in favor of each proposal, after deducting any votes against and any abstentions of the proposal in question. The aforementioned proposed resolutions have been available on the corporate website from the date of publication of the notice of this meeting, so they are taken as read for all purposes. Shareholders who wish to vote against or abstain from the resolutions proposed in the agenda, and they haven't done it yet, shall do so by using the button located at the bottom of their screens, and from now and until the end of the voting period. I inform you that the bureau already has the votes issued prior to the celebration of this meeting, the delegated votes, and the ones issued until this moment in the telematic assistance platform in respect of the different resolutions proposed by the board of directors. All those votes have been provided to the Notary Public to be put on record. Therefore, to the extent that such votes are sufficient to approve the proposed resolutions, they shall be declared approved, without prejudice to the statements that dissenting shareholders can make to the Notary Public. Likewise, I inform you that in order to expedite the development of this meeting, we will not announce here the detail of the votes for, against, or abstentions with regard to each of the proposed resolutions, but that such detail will be recorded in the minutes of the meeting and disclosed on the company's website in accordance with Article 20.5, 23.1, and 24.2 of the Regulation of the General Shareholders Meeting. Let's then proceed to the vote of each proposal included in the agenda. First, approval of the delisting of the shares representing the share capital of the company from the Madrid, Barcelona, Bilbao, and Valencia stock exchanges, and of the subsequent takeover bid over the shares of the company launched by Amber EquityCo, S.L.U. This resolution is approved as it has sufficient votes in favor. Second, amendment of the Articles of Association to reduce the minimum number of members of the Board of Directors. This resolution is approved as it has sufficient votes in favor. Third, establishing the number of members of the Board of Directors of the company at four. This resolution is approved as it has sufficient votes in favor. It is hereby noted that prior to the general meeting, Mr. Miguel Murio Fernandez, Mr. Joan Amigó i Casas, Mr. Maxime Jacqz, Mr. Mohamed Adel El-Gazzar, and Mr. Gary Lindsay, had submitted their resignations as member of the Board of Directors, with the first resignation taking effect on 12th July 2024, and the other four, subject to the condition that this general meeting approves this resolution and the previous one. This condition having been fulfilled, all the aforementioned resignations become effective, and the board is effectively composed of four members, although the appointment of two of them is subject to ratification in the next two items of the agenda. Fourth, ratification and re-election of Mr. Alexander Metelkin as a non-executive proprietary director. In relation to this item of the agenda, the company has received two requests for the appointment of directors by the proportional representation system from the shareholders, Manzana Spain Bidco, S.L.U., and Amber EquityCo, S.L.U., which were reported in the relevant information published on 15th July 2024. The request of Manzana Spain Bidco, S.L.U., is based on the grouping of a total of 28,204,123 Applus+ shares, representing 21.85% of its share capital. The request of Amber EquityCo, S.L.U., in turn, is based on the creation of two groups of shares, each comprising 38,722,240 Applus+ shares, representing 30% of its share capital. Pursuant to Article 5 of Royal Decree 821/1991 of 17th May, which implements former Article 137 of the revised text of the Spanish Limited Liability Companies Act, regarding the appointment of members of the board of directors by the proportional system. If there are several groupings, the order of appointment shall be determined by the highest nominal value until the existing vacancies are filled, if any. Consequently, as the groupings of shares made by Amber EquityCo, S.L.U., have a higher nominal value, I request the representative of this shareholder to state whether he maintains his grouping, and if so, to appoint the member of the board of directors to fill the position of Mr. Alexander Metelkin. Good morning. In representation of Amber EquityCo, S.L.U., we maintain the first grouping communication consisting of 38,722,240 shares, 30% of the share capital, and Mr. Metelkin is appointed as a member of the board. Thank you. Thank you very much. Therefore, Mr. Alexander Metelkin is appointed as a new director of the company by the shareholder Amber EquityCo, S.L.U., in exercise of its right to proportional representation. I now address Mr. Alexander Metelkin to ask him whether he accepts his appointment, declaring that he is not affected by any legal cause of prohibition or incompatibility, in particular, any of those established by Law 3-2015 of 13 March, regulating the exercise of senior positions in the General State Administration, Article 213 of the Spanish Companies Act, and the other legal provisions in force. I accept. Thank you very much, Mr. Metelkin. Finally, it is noted that this item, fourth of the agenda, has lost its purpose and is therefore not put to the vote, and the votes already cast in relation to it have no effect. Fifth, ratification and re-election of Ms. Linda Zhang as a non-executive proprietary director. In relation to this item of the agenda, the grouping of shares carried out by Manzana Spain Bidco, S.L.U., and the second grouping of shares carried out by Amber EquityCo, S.L.U., both referred to in the previous item, remain in force. As indicated above, in accordance with Article 5 of Royal Decree 821-1991 of 17th May, which implements former Article 137 of the revised text of the Spanish Limited Liability Companies Act, regarding the appointment of members of the board by the proportional system. If there are several groupings, the order of appointment shall be determined by the highest nominal value until the existing vacancies are filled, if any. Consequently, as the grouping of shares of Amber EquityCo, S.L.U., has the highest nominal value, I request the representative of this shareholder to state whether he maintains his grouping, and if so, to appoint the member of the board who directors to fill the position of Ms. Linda Zhang. In representation of Amber Equity. On behalf of Amber EquityCo, we confirm that it is maintained, and the second grouping notified, consisting of all the shares stated before, that represent 30% of the share capital, and Ms. Linda Zhang is appointed a board member of the company. Thank you very much. Therefore, Ms. Linda Zhang is appointed as a new director of the company by the shareholder, Amber EquityCo, S.L.U., in exercise of its right of proportional representation. I now address Ms. Linda Zhang to ask whether she accepts her appointment, declaring that she is not affected by any legal cause of prohibition or incompatibility, in particular, any of those established by Law 3-2015 of 13 March, Regulating the Exercise of Senior Positions in the General State Administration, Article 213 of the Spanish Companies Act and other legal provisions in force. She accepts. Yes, I accept. Thank you very much, Ms. Zhang. Finally, it is noted that this item five on the agenda has lost its purpose as well and is therefore not put to the vote, and the votes already cast in relation to this item have no effect. Sixth, approval of the execution of certain proceeds loan agreements between Amber Finco plc and the company. This resolution is approved as it has sufficient votes in favor. It is hereby stated for the record, that the shareholder affected by this related party transaction, Amber EquityCo, S.L.U., has not been deprived from its voting rights in this resolution, as the corresponding proposal was approved by the board of directors of the company, without the opposition of the majority of the independent directors, as established in Article 529 U of the Spanish Companies Act. Seventh, delegation of powers for the formalization and execution of the resolutions adopted by the general shareholders meetings. This resolution is approved as it has sufficient votes in favor. I will give the floor now to the Mr. Chairman. Now that the voting is concluded, and in view of the information in the possession of the bureau regarding the number of votes, I declare all proposals submitted by the board of directors to have been approved, without prejudice to the votes issued herein by the attending shareholders, which will be duly recorded in the voting results. The minutes of this session will be drafted by the notary public, so it is not necessary to have them submitted to the shareholders' votes for approval. There being no further business, the Extraordinary General Shareholders Meeting of Applus + Services, S.A., is now closed. Thank you.
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