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ACS
Actividades de Construcción y Servicios

AGENDA

1- Approval of the Financial Statements and Directors’ Reports (which comprise the Annual Report on Corporate Governance, pursuant to the provisions in article 538 of the Spanish Limited Liability Companies Law) for the year 2013, both for the Company and for the Consolidated Group of Companies of which ACS, Actividades de Construcción y Servicios, S.A. is the Parent Company. Distribution of profits. 
To approve the Financial Statements and the Directors’ Report, for the year 2013, of both the company and the Group of which it is the parent company. 
To approve the following proposal for the distribution of profits, which amount to 1,260,282,365.36 euros: to voluntary reserves, 599,503,340 euros; to offset negative results from previous financial years, 619,571,229.58 euros; and to the restricted goodwill reserve, pursuant to article 273.4 of the Consolidated Text of the Spanish Corporations Law, the amount of 41,207,795.78 euros against unrestricted reserves. In accordance with the Company By-laws, the total remuneration of the Company’s Board of Directors for 2013 was 2,239,000 euros.

2 - Acknowledgment of the Corporate Social Responsibility Report for the year 2013.

3 - Annual report on director remunerations for the year 2013, is submitted to the vote, for consultation purposes. 
To approve, for merely consultative purposes, the Report on Remuneration of the Board of Directors for the 2013 financial year.

4 - Approval of the performance of the Board of Directors during the year 2013. 
Approval of the performance of the Board of Directors during the year 2013.

5 - Ratification, removal and appointment, as the case may be, of Directors. 
To ratify the appointment of a Board member and, if necessary, appoint them for the statutory period of six years from the date of this shareholder meeting as Board member to Iberostar Hoteles y Apartamentos S.L., with registered address at calle General Riera number 154, 07010 Palma de Mallorca, holder of Tax Identification Code (C.I.F.) A28/049344 and recorded in the Mercantile Register of the Balearic Islands, volume 906, sheet 112 of the Record, in book 712, Section 3 of the Companies Section, page PM-7.191, carried out by the Boards of directors of the Company in its meeting of 26 March 2014.

6 - Designation of auditors of both the company and the Group. 
Following a proposal of the Audit Committee, to extend the appointment of Deloitte, S.L., with Corporate Tax ID No. B-79104469 and with Official Auditors Register (ROAC) No. SO692, as auditors of both the company and the Group of Companies of which ACS, Actividades de Construcción y Servicios, S.A. is the Parent Company, for a one-year period starting 1 January 2015, To this end the Board of Directors of the company, its Chairman, any of its Vice-Chairmen and the Secretary-Director are authorised indiscriminately so that they may enter into the relevant service lease agreement with the above-mentioned auditors, for the term stated above and under the conditions which they deem appropriate within normal market conditions.

7 - Capital increase fully charged to reserves and capital reduction to amortise treasury shares
Resolution Proposals of the Board of Directors. Section g.

8.- Pursuant to the provisions of article 297 of the Consolidated Text of the Spanish Corporations Law (Ley de Sociedades de Capital), authorisation to the Board of Directors, so that, within the maximum time period of five years, it may increase the share capital by half the current share capital, once or several times, at the time and in the amount that it considers appropriate, with express power to exclude the pre-emptive subscription right, being empowered to redraft article 6 of the Company Bylaws. 
Resolution Proposals of the Board of Directors. Section h. 

9.- Delegation of powers to the Board of Directors in relation to the issue of debenture issues, bonds, promissory notes and other fixed income securities, either simple and exchangeable or convertible, and warrants on the Company’s newly issued shares or shares in circulation. Set the criteria for the determination of the basis for and forms of conversion, exchange and exercise of securities so that the Board of Directors may make use of the delegated power to increase capital by the necessary amount and to exclude preferential subscription rights of the shareholders and holders of convertible securities and warrants. Authorisation to the Board of Directors so that the company can guarantee all manner of obligations that may derive for its subsidiaries as the result of issues of fixed-income securities and warrants by them. 
Resolution Proposals of the Board of Directors. Section i.

10 – Authorisation of the derivative acquisition of treasury shares and for the reduction of the share capital for the purpose of amortising treasury shares. 
Resolution Proposals of the Board of Directors. Section j. 

11 - Delegation of powers for the execution and formalisation of agreements. 
To authorise, indiscriminately, any of the members of the Board of Directors so that they may execute to the necessary extent the resolutions that have been adopted, undersigning any public or private documents that are necessary or appropriate for the purpose, and even so that they may correct them for the sole purpose of having them recorded with the relevant Mercantile Registry.