When will the next General Shareholders’ Meeting be held?
The General Meeting of Shareholders shall prospectively be held at first call on 24 June 2021 at 12.00; and, as provided for in the Company Statutes, should the legally required quorum not be met at first call, at second call on 25 June 2021 in the same manner and at the same time.
The General Meeting of Shareholders will be held via exclusively telematic means.
Where will the General Meeting of Shareholders be held?
In light of the health situation generated by COVID-19 and with the aim of protecting the health of shareholders, employees, suppliers, administrators and the general public, and making it possible for all shareholders to actively participate and cast their vote and to ensure that shareholder rights remain unaffected by the restrictions or potential limitations, it has been agreed that assistance to this General Meeting should be by telematics only.
Where and how can shareholders obtain documentation for the 2020 General Meeting?
All texts and documentation of the General Meeting of Shareholders may be consulted, from the date of publication of the call and uninterrupted, on the company’s website www.soltecpowerholdings.com in the space related to the General Meeting: https://soltecpowerholdings.com/es/corporate-governance/junta-de-accionistas/
Así mismo, los accionistas podrán examinar, y obtener en el domicilio social, o solicitar a la Sociedad que les sean entregados o remitidos, de forma inmediata y gratuita, copia de los documentos que se ponen a su disposición en formato electrónico. La entrega de la documentación referida anteriormente tendrá lugar, desde la fecha de publicación de esta convocatoria, previa comprobación de la identidad y de su condición de accionista, en el domicilio social de la Sociedad, de lunes a jueves de 9:30 a 13:30 horas, hasta el día anterior al de la celebración de la Junta.
No obstante, en atención a la situación sanitaria ocasionada por el COVID-19, se recomienda solicitar dicha documentación vía email a la dirección: juntadeaccionistas@soltec.com
Who has the right to attend the General Shareholders’ Meeting?
All shareholders, irrespective of the number of shares they hold, shall have the right to attend the Ordinary General Meeting of Shareholders via telematic means that render real-time connection to the Meeting possible using the means of communication stipulated in the summons, as long as they have registered in their name on the corresponding registry book at least five calendar days before the day on which the General Meeting of Shareholders is scheduled to be held.
What do I have to do to attend the Meeting remotely?
Prior to connecting via telematic means, shareholders attending via telematic means must pre-register on the telematic support application on the corporate webpage that shall be made available between 12.00 on 23 June 2021 and 11.00 on 24 June 2021.
The aforementioned pre-registration shall be an essential requirement for shareholders to connect and participate in the General Meeting of Shareholders via telematic means. Once pre-registered, shareholders shall be sent a username and password.
The aforementioned pre-registration shall be an essential requirement for shareholders to connect and participate in the General Meeting of Shareholders via telematic means. Once pre-registered, shareholders shall be sent a username and password.
What is the agenda of the General Shareholders’ Meeting?
One – Approval, where applicable, of SOLTEC’s Individual Annual Accounts and SOLTEC’s Consolidated Annual Accounts with subsidiary companies for the 2020 business year.
Two – Approval, where applicable, of the Company’s individual management report and SOLTEC’s consolidated management report with subsidiary companies for the 2020 business year.
Three – Approval, where applicable, of the Company’s Consolidated Non-Financial Information Statement for the 2020 business year.
Four – Approval, where applicable, of corporate management for the 2020 business year.
Five – Approval, where applicable, of the Company’s proposed distribution of profits for the 2020 business year.
Six – Advisory vote on the Company’s Board Member Remuneration Annual Report for the 2020 business year.
Seven – Approval, where applicable, of updates to the Company‘s Articles of Association 2 and General Meeting of Shareholders Regulations, as indicated below:
- 7.1 Updates to article 11 of the Company’s Articles of Association on ‘Attendance and representation at general meetings of shareholders’, including a new section six to provide for the possibility of holding the General Meeting of Shareholders via exclusively telematic means when this is advisable or dictated by the health situation.
- 7.2 Updates to article 14 of the General Meeting of Shareholders Regulations on ‘telematic attendance’, including a new section four to provide for the possibility of holding the General Meeting of Shareholders via exclusively telematic means when this is advisable or dictated by the health situation.
Eight – Approval, where applicable, of the proposal to establish a national foundation called ‘Fundación Soltec’, a not-for-profit entity established under the framework of Law 50/2002 of 26 December on foundations.
Nine – Approval, where applicable, of capital share increase for Soltec Energías Renovables S.L.U., as stipulated in the admissions prospectus published by the CNMV (Spanish National Securities Market Commission), to be undertaken for 13,000,000 euros through issuance of 52,000 equity stakes with an individual nominal value of €1, of the same series and type as the existing ones at Soltec Energías Renovables S.L.U. and numbered 1,100,141 to 1,152,140, inclusive, and an individual issue premium valued at 249 euros, all through a total monetary contribution of 13,000,000 euros.
Ten – Delegate in favor of the Board of Directors the power to interpret, amend, supplement, execute and implement all resolutions undertaken at the General Meeting of Shareholders, and to transfer powers received at the Meeting and grant powers for conversion thereof into public deeds and inscription of such resolutions until required registrations are performed.
What is the rational of the capital increase of Soltec Energías Renovables S.L.U. included in the agenda?
As stated in the IPO prospectus, it is a transfer of soltec Power Holdings’ IPO funds to the subsidiary Soltec Energías Renovables S.L.U.
On the IPO, Soltec Power Holdings S.A. raised new funds in the amount of 150 million euros (minus those derived from transaction costs). As planned, the funds raised would be used to strengthen the share capital of the two subsidiaries, Soltec Industrial (Soltec Energías Renovables S.L.U.) amounting to 78 million euros and Powertis S.A.U. worth 60 million euros.
Currently, the capital increase has been implemented in Powertis S.A.U. for the entire amount, while in Soltec Industrial the capital increase has been carried out in the amount of 65 million euros, due to the limitations imposed by Article 160 (f) of Royal Legislative Decree 1/2010, of July 2, approving the consolidated text of the Law on Capital Companies. The remaining 13 million must be approved by the Board.
On our website (along with the documentation relating to the Board) you can find more information on the rationale of the operation click here.