Annual Report 2012 - Ono

Corporate Governance Report
B.1.4. Appointment of proprietary director on proposal of shareholders with a stake of under 5% of capital.
The appointment system for directors is defined in the Shareholder Contract, in article 16 of the Company Bylaws, and in Article 3 of the
Regulations for the Internal Functioning of the Board of Directors. This system is described in item B.1.19 of this report.
No representative directors have been appointed on the proposal of shareholders with a stake of under 5% of capital.
No formal requests for presence on the Board have come from shareholders with a stake that is equal or greater than that of others at whose
proposal representative directors have been appointed.
B.1.5. Resignation of directors before the end of their mandate, and explanation for this.
Don Joshua Steiner and the physical representative of Particitel International Limited Partnership, Robert Coallier, resigned as directors
before the end of their mandates on the request of the shareholders they represented and who appointed them, due to their new
responsibilities.
B.1.6. Powers delegated to the chief executive officer.
ONO in 2012
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As established in Article 20 of the Company Bylaws, the chairman of the Board of Directors will be chosen with the vote in favour of the
majority of the directors present at the meeting, and notwithstanding any other powers that may be delegated, this chairman will be
delegated all the powers that can be delegated legally and statutorily in the terms determined by the Board of Directors, subject to the
provisions of Article 141 of the Law on Corporations (currently Article 249 of the Spanish Companies Act).
In addition, Article 22 of the Bylaws states that the Board of Directors will appoint, on the proposal of the chairman, a chief executive
officer to whom, without affecting the powers of attorney that may be conferred, will be delegated all the powers that can be delegated
legally and statutorily in the terms determined by the Board of Directors, subject to the provisions of Article 141 of the Law on Corporations
(currently Article 249 of the Spanish Companies Act).
Item B.1.21 describes how these powers are exercised with third parties.
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