Annual Report 2012 - Ono

Corporate Governance Report
E. GENERAL SHAREHOLDER MEETING
The General Shareholder Meeting is the sovereign body of the Company, with the power to decide over all the questions that fall within its
competence, without any limits other than those due to the individual rights of shareholders and the agreements adopted by the directors
in the exercise of their respective competences.
It corresponds to the Shareholder Meeting, in accordance with the law, to decide about increasing and reducing share capital, issuing
bonds, transforming, merging or winding up the Company, amending the statutes, censuring the management, approval of the annual
accounts and management report, the distribution of results, appointment and dismissal of members of the Board of Directors, and the
appointment of the Company’s auditors, if obliged to in accordance with the Law.
E1. Indicate the quorum required for constitution of the General Shareholders’ Meeting established in the company’s bylaws.
Describe how it differs from the system of minimum quorums established in the law on corporations.
There are no differences between the minimum established in the Law and the quorum required for the Shareholder Meeting.
E2. Describe any differences between the company’s system of adopting corporate resolutions and the framework set forth in the law.
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Article 14 of the Company Bylaws, concerning debates at the Shareholder Meeting and voting, establishes that, among others, the debates
at the Meeting will be directed by their Chairman, and agreements will be made using a majority of votes, with each share having one vote,
subject to those questions for which the statutes or the law establishes that a qualified majority is needed for a valid resolution. However,
for the ordinary or extraordinary Shareholder Meeting to be able to agree validly the issue of securities, obligations that are convertible or
not, bonds, or any class of financial instrument that is convertible or exchangeable into shares of the Company, or that give their holders
a preferential right to these shares; increase or reduction in share capital; transformation, merger, spin off, winding up or liquidation
(except, for the last two, when these are legally enforced); transfer of registered headquarters to another municipality; amendment of the
corporate purpose and, in general, any amendment to the Company Statutes; approval of dividend policy and the distribution of these; and
authorisation to acquire treasury stock, the favourable vote of at least two thirds (2/3) of the total share capital with voting rights will be
required.
Subject to the provisions of the previous paragraph, and in accordance with Article 105.2 of the Law on Corporations (currently Article
188 of the Spanish Companies Act),, no shareholder or group of shareholder companies that belong to the same business group as defined
by Article 4 of the Law on Securities Markets, regardless of the percentage of capital with voting rights that they own, and that has been
delegated to them, can issue a number of votes higher than the level that would correspond to one third (1/3) of the ordinary shares of the
Company. For this purpose, a group of companies will refer to that established in Article 4 of the Law on Securities Markets of 28 July 1988,
and a person will be understood to control one or various entities when that person and the corresponding entity or entities comply with
any of the conditions established in this Article 4.
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