PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. COMMUNICATION OF RELEVANT FACT

Transcription

1 PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. COMMUNICATION OF RELEVANT FACT Madrid, April It is hereby communicated that the General Shareholders Meeting of PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A., validly held today, 29 April, 2013, on first call, approved with sufficient majority, all the resolutions proposed by the Board of Directors. Attached is the full text of the resolutions adopted, indicating the attendance and voting. * * *

2 RESOLUTIONS APPROVED BY THE GENERAL SHAREHOLDERS MEETING OF PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. FIRST CALL HELD ON 29 APRIL 2013 Attended, present, 7 shareholders holding 345,172,890 shares (55.93% stake) and represented, 75 shareholders holding 134,132,269 shares (21.74% stake). In total, attended, present or represented, 82 shareholders holding a total of 479,305,159 shares, all of them with voting rights, representing 77.67% of the share capital of the Company, adopting the following resolutions, which reads literally: In relation to point one on the agenda: Examination and approval of the annual accounts and the management report, of both Prosegur Compañia de Seguridad, S.A. and for its consolidated group of companies, as well as the proposal for the application of the result and the management of its Board of Directors, all referring to the 2012 financial year. 1. Approve the annual accounts and the management reports of both Prosegur Compañia de Seguridad, S.A. and of its consolidated group of companies corresponding to the 2012 financial year, as they have been formulated by the Company s Board of Directors at its meeting of 25 February Approve the company management performed by the Board of Directors of Prosegur Compañia de Seguridad, S.A. during the 2012 financial year. 3. Approve the proposal for the application of results of Prosegur Compañia de Seguridad, S.A. corresponding to the 2012 financial year as follows: Distribution base: Profit and loss: Total: 71,389 thousand euros 71,389 thousand euros Application: Goodwill reserve: Voluntary reserves: Dividends: TOTAL: 4,604 thousand euros 838 thousand euros 65,947 thousand euros 71,389 thousand euros - 2 -

3 This agreement was approved by a vote in favor of 479,013,115 shares, representing % of the share capital present or represented at the General Shareholders Meeting and the vote against of 292,044 shares, representing % of the said capital. In relation to point two on the agenda: Remuneration to the shareholder: distribution of dividends on accounts of results from the 2012 financial year and freely available reserves. 1. Approve the payment of cash dividends for a total maximum gross amount of 65,947 thousand euros charged to results from the 2012 financial year and to freely available reserves, at the rate of a total of euros gross per share in circulation on each payment date (considering that the Company s share capital on the date of this agreement is divided into a total of 617,124,640 shares each with a nominal value of 0.06 euros). The dividend shall be paid in four payments, at a rate of euros gross per share in circulation, on the dates indicated below, through the entities participating in the Management Company of the Securities Registration, Compensation and Liquidation Systems (IBERCLEAR): First payment July 2013: total maximum amount of 16,487 thousand euros. Second payment October 2013: total maximum amount of 16,487 thousand euros. Third payment January 2014: total maximum amount of 16,487 thousand euros. Fourth payment April 2014: total maximum amount of 16,487 thousand euros. The stoppages required under the applicable regulations at each time shall be made on the gross amounts which are payable. In the event that, as a result of the existence of treasury stock on any payment date, the total amount paid is lower than the maximum indicated above, the difference shall be allocated to voluntary reserves. On the other hand, in the event that the Company s share capital is modified and/or the number of shares into which it is divided, the gross amount per share on each payment date shall be modified as a result so that the total maximum amount to distribute is not modified. 2. Delegate to the Board of Directors, authorising it to delegate in turn, without distinction, to the Executive Committee, the Chairperson of the Board of Directors, the Chief Executive or to any other person which the Board of Directors authorises for the purpose, all of the powers necessary in order to establish the payment conditions of the dividends approved above and, in particular and by way of example, to determine the exact payment date within the calendar approved above

4 This agreement was approved by a vote in favor of 479,013,115 shares, representing % of the share capital present or represented at the General Shareholders Meeting and the vote against of 292,044 shares, representing % of the said capital. In relation to point three on the agenda: Re-election of directors Re-elect the Company director, as executive director, Ms Helena Revoredo Delvecchio for the three year period set out in the articles of association. This agreement was approved by a vote in favor of 477,461,040 shares, representing % of the share capital present or represented at the General Shareholders Meeting and vote against of 1,844,119 shares, representing % of the said capital Re-elect the Company director, as executive director, Mr Christian Gut Revoredo for the three year period set out in the articles of association. This agreement was approved by a vote in favor of 477,884,678 shares, representing % of the share capital present or represented at the General Shareholders Meeting and vote against of 1,420,481 shares, representing % of the said capital Re-elect the Company director, as proprietary director, Ms Chantal Gut Revoredo for the three year period set out in the articles of association. This agreement was approved by a vote in favor of 477,356,100 shares, representing % of the share capital present or represented at the General Shareholders Meeting and vote against of 1,949,059 shares, representing % of the said capital Re-elect the Company director, as proprietary director, Ms Mirta Maria Giesso Cazenave for the three year period set out in the articles of association. This agreement was approved by a vote in favor of 477,461,040 shares, representing % of the share capital present or represented at the General Sharehlders Meeting and vote against of 1,844,119 shares, representing % of the said capital Re-elect the Company director, as external director, Mr Isidro Fernandez Barreiro for the three year period set out in the articles of association. This resolution was passed with the favorable vote of 477,478,473 shares, representing % of the share capital present or represented at the General Shareholders Meeting and vote against of 1,826,686 shares, representing % of the said capital. In relation to point four on the agenda: Appointment of auditors

5 To appoint as accounts auditors of Prosegur Compañia de Seguridad, S.A. and of its consolidated group for the 2013, 2014 and 2015 financial years the firm KPMG Auditores, S.L. with address in Madrid, Paseo de la Castellana, 95 and C.I.F. (Tax Identification Code) B , number S0702 of the Official Register of Spanish Account Auditors and entered in the Trade Register of Madrid in volume 18,031, folio 212, section 8, page number M This agreement was approved by a vote in favor of 478,573,440 shares, representing % of the share capital present or represented at the General Shareholders Meeting and vote against of 731,719 shares, representing % of the said capital. In relation to point five on the agenda: Approval of the segregation operation of the private security activity branch of Prosegur Compañia de Seguridad, S.A. in Spain 100% to its subsidiary Prosegur España, S.L. in accordance with the segregation project deposited in the Trade Register of Madrid. Approval, as segregation balance, of the Company s annual balance closed as at 31 December Placing the segregation under the tax regime established in chapter VIII of title VII of the consolidated Corporation Tax Act. A. Approve the segregation project (hereinafter the Segregation Project ) signed by the administrators of Prosegur Compañia de Seguridad, S.A: (segregated Company) and Prosegur España, S.L. Unipersonal Single Shareholder Company (beneficiary Company) on 25 February 2013 and duly deposited in the Trade Register of Madrid. B. Approve as segregation balance of Prosegur Compañia de Seguridad, S.A. the annual balance closed as at 31 December 2012, which forms part of the Company s annual accounts from the 2012 financial year, formulated by the Board of Directors at its meeting on 25 February 2013, checked by the Company s accounts auditor and approved by this General Meeting of Shareholders under point one of the agenda. C. As a result, approve the segregation operation of the activity branch for private security activity of Prosegur Compañia de Seguridad, S.A. in Spain and its transfer en masse, by universal succession, 100% to its subsidiary Prosegur España, S.L. Unipersonal Single Shareholder Company, with Prosegur Compañia de Seguridad, S.A. receiving as consideration newly created company shares in Prosegur España, S.L. Unipersonal Single Shareholder Company. The beneficiary company, Prosegur España, S.L. Unipersonal Single Shareholder Company, is fully and directly owned by the segregated company Prosegur Compañia de Seguridad, S.A. As such, the operation falls within a case of special segregation to which, under the referrals made by articles 52 and 73.1 of Act 3/2009, the provisions of article 49 of the same legal text are applicable and by virtue of which does not require either reports from administrators or from independent experts on the project

6 This segregation agreement is approved adapted to the Segregation Project, stating below, for the purposes of Act 3/2009 and article 228 of the Trade Register Regulations, the minimum mentions of the Segregation Project: 1. Segregated Company: Prosegur Compañia de Seguridad, S.A. ( Prosegur ), with address in Madrid, calle Pajaritos, 24, entered in the Trade Register of Madrid, in volume 177, folio 33, page number M-3564 and with CIF (Tax Identification Code) number A Beneficiary company: Prosegur España, S.L. Unipersonal Single Shareholder Company ( Prosegur España, a 100% subsidiary of Prosegur), with address in Madrid, calle Pajaritos, 24, entered in the Trade Register of Madrid, in volume 30,671, folio 159, section 8, page number M and with CIF (Tax Identification Code) number B Segregation perimeter: The segregation perimeter covers all of the assets and liabilities of Prosegur s private security activity branch in Spain which includes the Security and protection activities of goods, establishments, performances, events or conventions, the protection of specific people, the deposit, safekeeping, recount and classification of banknotes and coins, securities and other objects which, due to their economic value and expectations that they generate, or due to their dangerousness, may require special protection, the transport and distribution of the objects referred to above using different means, the installation and maintenance of security and fire protection apparatus, devices and systems, the operation of switchboards for receiving, checking and transferring alarm signals and their communication to the forces of law and order, as well as the provision of response services, planning and consultancy of the activities of security companies, the provision of rural property security and protection services through specific country guards and the study and execution of all types of industrial or domestic installations, and in particular those dedicated to the fire protection and security, as well as the manufacture and marketing of elements, machinery and parts for such purposes and the marketing of the resulting products which are applicable to the fire protection installations, as well as all of the rights and obligations and affected contractual and employment relations, which constitutes an economic unit under article 71 of Act 3/2009. The value of the segregated equity transferred by Prosegur to Prosegur España amounts to 148,478, euros, according to the accounting value in Prosegur s balance as at 31 December Prosegur España shall increase its share capital by a nominal amount of 72,239, euros by creating 72,239, new company shares each with a nominal value of 1.00 euro, of the same class and series as those currently existing, numbered from 3,001 to 74,242,335, both inclusive. The difference between the net accounting value of the assets received by Prosegur España under the segregation and the total nominal value of the new company shares shall be allocated to the issue premium. Both the nominal value of the new company shares and the corresponding issue premium shall be fully paid out as a result of the transfer en masse of the segregated activity branch to Prosegur - 6 -

7 España. The new company shares, shall give an entitlement to participate in the company profits from the date of their creation, shall be fully attributed to the single shareholder, Prosegur. 4. Given that there are no industry investments and no ancillary provisions have been established in any of the companies participating in the operation, no compensation is to be granted for this concept. 5. There are no special shares or titleholders of special rights other than the shares in any of the companies participating in the operation, and as such no right or option shall be granted on this matter. 6. No type of advantages shall be attributed to the administrators of any of the entities participating in the operation. No independent expert shall intervene in the segregation process. 7. The segregation shall have accounting effects from 1 January 2013, according to the provisions of the General Accounting Plan. 8. As a result of the segregation, the company articles of association of Prosegur España shall only be modified in order to contain the new amount of the share capital and the number and numbering of the companies into which it shall be divided following the segregation. 9. The balance closed as at 31 December 2012 in the case of Prosegur and the segregation balance of the beneficiary company of the segregation closed as at 11 February 2013, have been considered segregation balances. 10. In accordance with the provision in article 44 of the Workers Statute regulating the case of company succession, the beneficiary company of the segregations shall be subrogated in the employment rights and obligations of the workers of the segregated company within Prosegur s private security activity branch in Spain. It is not expected that the segregation has effects on employment or generates any impact on the bodies of administration of the intervening companies, or on the company s social responsibility. D. The approved segregation is under the tax regime established in Chapter VIII of Title VII of the consolidated Corporation Tax Act passed by Legislative Royal Decree 4/

8 E. Authorise the Chairperson of the Board of Directors, the Chief Executive or the Secretary of the Board of Directors so that any of them, without distinction, jointly and severally and without prejudice to any delegations included in this agreement and the powers of attorney to make public if any, they can formalise and execute it, being able to grant for such purpose the public or private documents which are necessary or appropriate (including those for interpretation, clarification, correction of errors or defects and the publication of any announcements which are compulsory or merely appropriate) for its most exact compliance and for its registration, insofar as compulsory in the Trade Register or in any other Public Register. The delegation includes, under the broadest terms, the power to guarantee the credits of those creditors who may oppose the segregation, and to perform the acts, file the requests, sign the documents and, in general, perform the acts which are necessary for the due performance of the approved segregation. This agreement was approved by a vote in favor of 479,013,115 shares, representing % of the share capital present or represented at the General Shareholders Meeting and vote against of 292,044 shares, representing % of the said capital. In relation to point six on the agenda: Delegation of powers to formalise, interpret, correct and execute the agreements adopted by the General Meeting of Shareholders. To jointly and several authorise the Chairperson of the Board of Directors, the Chief Executive or the Secretary of the Board of Directors so that, without prejudice to any delegations included in the above agreements and the powers of attorney to make public if any, any of them can formalise and execute the above agreements, being able to grant for such purpose the public or private documents which are necessary or appropriate (including those for interpretation, clarification, correction of errors or defects and the publication of any announcements which are compulsory or merely appropriate) for their most exact compliance and for their registration, insofar as compulsory in the Trade Register or in any other Public Register. This agreement was approved by a vote in favor of 479,305,159 shares, representing 100% of the share capital represented at the General Shareholders Meeting and vote against of 0 shares, representing 0% of the said capital. In relation to point seven on the agenda: Consultative vote on the annual report in the directors remuneration: To approve the consultative annual report on the remuneration of the directors

9 This agreement was approved by a vote in favor of 478,848,803 shares, representing % of the share capital present or represented at the General Shareholders Meeting and vote against of 456,356 shares, representing % of the said capital. * * * - 9 -