This English translation is exclusively for information purposes and is based on the original, official document in the Spanish language, available in the Spanish version on the company's web site.
The Board of Directors of this Corporation in a meeting held on April 21, 2005 resolved to call a Ordinary General Meeting of Shareholders, to be held on May 25, 2005 at 12:30 p.m. in the Teatro Auditorio Ciudad de Alcobendas, Calle Blas de Otero 4, Alcobendas, Madrid; if necessary, a second notice is hereby issued for May 26, 2005, at the same time and place, for the purpose of discussing and resolving the matters listed in the following
Shareholders are informed that the General Meeting will most likely be held on the date of the SECOND NOTICE, on May 26, 2005, at 12:30 in the Teatro Auditorio Ciudad de Alcobendas.
- Examination and approval, if appropriate, of the Financial Statements (Balance Sheet, Profit and Loss Statement and Memorandum) and Management Report of Red Eléctrica de España, S.A. corresponding to the fiscal year ending December 31, 2004
- Examination and approval, if appropriate, of the Financial Statements (Balance Sheet, Profit and loss Statement and Memorandum) and Management Report of the Consolidated Red Eléctrica de España, S.A. Group corresponding to the fiscal year ending December 31, 2004.
- Examination and approval, if appropriate, of the proposed application of profits of Red Eléctrica de España, S.A. and distribution of dividends deriving from fiscal year ending December 31, 2004.
- Examination and approval, if appropriate, of the management carried out by the Board of Directors of Red Eléctrica de España, S.A. during fiscal 2004.
- Ratification and appointment, if appropriate, of the Directors of the Corporation.
- Modification of articles 2 (Corporate purpose), 5 (Capital stock), 17 (Constitution of the presiding commission, form of deliberations) and the Sole Additional Provision (Special Regimen for State-Owned Industrial Holding Corporation) and the Second Transitory Provision of the Articles of Association.
- Re-election of the Auditors of the Corporation and its Consolidated Group.
- Report to the General Meeting of Shareholders on the Annual Corporate Governance Report of Red Eléctrica de España, S.A. corresponding to fiscal 2004.
- Authorization to buy back treasury stock under the terms of current law.
- Delegation on the Board of Directors, with powers to sub-delegate, to fully execute the resolutions adopted by the General Meeting of Shareholders.
The Board of Directors has resolved to order the presence of a Notary Public from the Illustrious College of Notaries of Madrid to prepare the corresponding Minutes of the General Meeting, according to the provisions of article 114 of the Companies Act and article 101 and others of the Companies' Register Regulations.
According to the Statutes of this corporation and the Regulations of the General Meeting of Shareholders, shareholders who are current in the payment of capital calls and accrediting their ownership by certifying the registration of their name in the corporate share books, at least five days prior to the date of the Meeting.
Shareholders may request from any of the entities (Banks, Savings Banks and financial entities in general) participating in the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR) the corresponding certificate of identity or document equivalent to registration in the books of shares of the Company.
Shareholders holding the right to attend may attend the General Meeting through a representative who is another shareholder with the right to attend, subject to the terms and exceptions established in articles 106 to 108 of the Companies Act. Said representation will be conferred in writing and with the special character for this Meeting.
Except for assumptions regarding public request for representation as applicable under laws currently in effect, in accordance with the provisions of article 34 of Law 54/1997 regarding the Electrical Sector (hereinafter referred to as the Electrical Sector Act) and the articles of association, nobody may accumulate representations for a total number of votes including their own that grant them voting rights in excess of three per cent of the capital stock.
Notwithstanding the foregoing, pursuant to article 34 of the Electrical Sector Act the right to vote corresponding to shares owned by shareholders which are in an amount in excess of three (3) per cent of general capital stock will be held in abeyance and cannot vote in said General Meeting, as well as one (1) per cent of shares owned by parties active in the electrical sector and individuals or legal entities with a direct or indirect participation in the capital of same with a share interest in excess of five (5) per cent.
The Board of Directors of the Corporation, in accordance with the provisions of current legislation, the Articles of Association and the Regulations for the General Meeting of Shareholders, in its session held April 21, 2005 approved the following rules regarding the casting of electronic votes, allowing the exercise of this right in the Ordinary General Meeting of Shareholders corresponding to fiscal 2004:
Shareholders who wish to cast an electronic vote must have in their possession an electronic user certificate issued by the Fábrica Nacional de Moneda y Timbre (FNMT-RCM) (National Currency and Stamp Manufacturer), as established in Law 59/2003 regarding Electronic Signatures, as Certification service Provider.
Shareholders will obtain the User Certificate without charge to the Corporation, and said certificate will be in effect at the time shareholder casts his vote.
The shareholder holding the corresponding User Certificate accrediting his identity may, through the electronic voting service available in the section prepared for said effect in the Corporate web page (www.ree.es), issue his vote directly, completing the Formulario de Voto (Voting Form) according to the instructions indicated in said Form, as well as any others appearing as specified in each of the screens of the program, and by placing his electronic signature by using the corresponding User Certificate.
To be effective and valid, votes issued via electronic media will be cast beginning at twelve o'clock midnight (00:00) on the sixth day prior to the day scheduled for the General Meeting first scheduled in the Notice, that is beginning midnight (00:00 hours) on May 19, 2005, and must be received by the Corporation prior to midnight (24:00 hours) of the day immediately prior to the day scheduled for the General Meeting in the first notice, that is, prior to midnight (24:00 hours) on May 24, 2005. Votes received outside the period specified will be considered not cast.
For said effect the Corporation will implement an electronic dating system through a third party and based on an objective time system (time stamping system) to accredit the time of receipt of the electronic vote as well as acceptance or rejection of same, as appropriate.
The purpose of establishing said period is to allow the Corporation to verify the status as shareholder of the party casting the electronic vote, as well as verifying that the number of shares corresponding to the votes issued is correct. As such the corporation will compare said information provided by each shareholder with that provided by the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear), as the entity responsible for the share books and records of the Corporation.
Only electronic votes cast in compliance with the conditions of this procedure and received by the corporation within the period said for said effect will be considered valid, upon verification of the status of voter as shareholder.
Shareholders who are legal entities will consult with the Red Eléctrica de España, S.A. Shareholder Attention Office regarding how to use the due guarantees (proof and sufficiency of powers), electronic voting procedure and its peculiarities.
Shareholder will be exclusively responsible for custody of the User Certificate as well the signature creation data and the signature creation device.
The Corporation will not be responsible for the misuse, custody or preservation of the elements listed in the foregoing paragraph.
The Corporation reserves the right to modify, suspend, cancel or restrict the electronic voting procedure when technical or security reasons prevent the assurance of quality stated in the procedure and said circumstance is duly communicated with sufficient notice by any means the Corporation deems appropriate.
The corporation will not be responsible for any prejudices the shareholder may suffer deriving from any breakdown, overload, line failures, connection failures or any other eventuality similar or equal to same, that are outside the will of the corporation and that impede use of the electronic voting procedure.
Pursuant to the Companies Act and according to the Articles of Association and Regulations of the General Meeting of Shareholders, shareholders so desiring may examine and obtain the following documentation at the corporate offices of the Company (Paseo del Conde de los Gaitanes, 177, 28109 Alcobendas, Madrid), in the Office for Shareholder Attention, beginning May 9, 2005, in the Hotel Aitana AC (Paseo de la Castellana, 152), from the company web site (www.ree.es) or request that said documentation be issued to them, immediately and free of charge:
Shareholders can also consult the Corporate Responsibility Report (Corporate Report) in the web page referred to above.
In accordance with the provisions of the Companies Act and the Regulations of the General Meeting of Shareholders, up to the seventh day prior to the date scheduled for the General Meeting of Shareholders, shareholders can present questions or requests for information or clarifications on the points comprising the Agenda or information accessible to the public and facilitated by the Corporation to the Spanish National Securities Commission) since May 6, 2004, the date of the last General Meeting.
Beginning May 9, a Shareholder's Attention Office will be prepared in the Hotel Aitana AC (Paseo de la Castellana, 152) open the following hours: Monday to Friday from 10:00 am to 2:30 p.m. and 4:00 p.m. to 7:30 p.m.; and Saturdays from 10:00 a.m. to 2:00 p.m. The Corporate Offices and Regional Delegations (Coruña, Barcelona, Bilbao, Sevilla y Valencia) will also provide the corresponding shareholder's attention offices which will be open the following hours: Monday to Thursday from 9:00 a.m. to 2:00 p.m. and 3:00 p.m. to 6:00 p.m., Fridays from 9:00 a.m. to 2:00 p.m. For more information call the shareholder attention line: 900 100 182. E-mail: accionistas@ree.es - www.ree.es
To facilitate access to the place where the General Meeting of Shareholders is to be held, bus service will be established leaving the Hotel Aitana AC at 11:15, 11:30, 12:00 and 12:15 on May 26, 2005.
Public Bus Service: Line 151 of the Autonomous Community of Madrid. Bus leaves the terminal at Plaza de Castilla and stops at Alcobendas, near the Teatro Auditorio Ciudad de Alcobendas.
Alcobendas (Madrid), April 21, 2005.
Secretary of the Board of Directors
Shareholders are informed that the General Meeting will most likely be held on the date of the SECOND NOTICE, on May 26, 2005, at 12:30 in the Teatro Auditorio Ciudad de Alcobendas.
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Lastest update: 31-July-2006