Complete Annual Report - Uralita

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A. SHARE CAPITAL STRUCTURE A.1. Share capital Last modification date Share Capital Number of shares 26 May 2004 142,199,861.04€ 197,499,807 All shares belong to a single class and series and confer the same voting and economic rights. The shares are recorded in book-entry form in the appropriate registers at IBERCLEAR. All the shares making up the share capital of Uralita are listed for trading on the Stock Exchanges of Madrid, Barcelona and Valencia and traded through SIBE. A.2. Significant direct and indirect shareholders at year-end, excluding Directors. Tax ID number Shareholder Number of Number of indirect % share name direct shares shares capital Cycladic Catalyst Master Fund 2,050,868 0 1.038 Significant movements in the shareholder structure during the financial year During the year 2005 there were not any significant changes in the shareholder structure. 63
A.3. At the time of writing, the members of the Board of Directors of Uralita have the following shareholdings. Tax ID Name or First Most recent Number of Number of % of total number company of appointed appointment direct indirect share capital the Director shares shares A-48.069.181 NEFINSA, S.A. 10/12/2002 10/12/2002 85,649,040 0 43.366 G-37.244.191 Caja de Ahorros de Salamanca y Soria (Caja Duero) 15/07/2002 15/07/2002 10,355,751 0 5.243 B-82.718.206 Atalaya Inversiones, SRL 19/06/2001 19/06/2001 9,877,083 0 5.001 15.768.843-C Mr. Javier Echenique Landiríbar 8/01/2003 8/01/2003 75,000 0 0.038 % TOTAL OF CAPITAL HELD BY BOARD OF DIRECTORS 53.65 Members of the Board of Directors with share options. No Director has any options on shares in the Company. A.4. Family, commercial, contractual or corporate relationships between significant shareholders. The Company is not aware of any relationships of a commercial, contractual or corporate nature between significant shareholders. A.5. Relationships of a commercial, contractual or corporate nature between significant shareholders, unless they are insignificant or derive from ordinary business activities. There are no relationships of a commercial, contractual or corporate nature between significant shareholders and the Company, with the exception of those mentioned in section C.1. of this report in relation to related party transactions. A.6. Shareholders’ agreements of which the Company has been notified. The Company is unaware of the existence of any agreements between its shareholders. Concerted actions between shareholders The Company is unaware of the existence of any concerted actions between its shareholders. A.7. Natural or corporate person who exercises, or can exercise, control over the company in accordance with article 4 of the Securities Market Law. There are no agreements of any kind among Uralita’s shareholders, nor between the Directors of the Company, that would allow any of these to exert a control greater than that corresponding to their share in the Company’s capital. As a consequence, no person controls Uralita in the sense defined by article 4 of the Securities Market Law. 64
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Annual Report 2005 CORPORATE SPIRIT
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Uralita Group Mejía Lequerica, 10
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Letter from the Chairman Dear Share
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Uralita Group Overview of the Urali
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From left to right: Mr. Javier Eche
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Overview of the Uralita Group Urali
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In the late 1980s and the 1990s, Ur
Page 16: Main markets The Group embarked on
Page 19 and 20: The Uralita Group in 2005 ECONOMIC
Page 21 and 22: Macroeconomic indicators and constr
Page 23 and 24: Now that all the divestments are co
Page 25 and 26: As a consequence, the organisationa
Page 27 and 28: Respect for and continuous developm
Page 29 and 30: STRATEGIC PRIORITIES FOR 2006 Incre
Page 32 and 33: Uralita Group Management Report by
Page 34 and 35: Annual Report 2005 Uralita Group In
Page 36 and 37: BUSINESS PERFORMANCE IN 2005 Market
Page 38 and 39: Financial highlights Million euros
Page 40 and 41: Annual Report 2005 Uralita Group Gy
Page 42 and 43: Unlike the plasterboard market, the
Page 44 and 45: 2005 Results In 2005 the Gypsum Bus
Page 46 and 47: Annual Report 2005 Uralita Group Ro
Page 50 and 51: Financial highlights Million euros
Page 52 and 53: Annual Report 2005 Uralita Group Pi
Page 56: MILESTONES FOR 2006 The main object
Page 59 and 60: The Uralita Group on the Stock Mark
Page 61 and 62: Annual highs, lows and closing pric
Page 64 and 65: Uralita Group Corporate Governance
Page 68 and 69: A.8. Own shares. During the year 20
Page 70 and 71: Resignations from the Board of Dire
Page 72 and 73: B.1.6. Directors who are also execu
Page 74 and 75: B.1.9. Remuneration of Senior Manag
Page 76 and 77: Both the aforementioned Committee a
Page 78 and 79: Number of meetings of the different
Page 80 and 81: B.1.31. Stakes held by members of t
Page 82 and 83: Nomination and Remuneration Committ
Page 84 and 85: C. RELATED PARTY TRANSACTIONS C.1.
Page 86 and 87: • To obtain the Risk Portfolio so
Page 88 and 89: In particular, the following measur
Page 90 and 91: E.12. Address and access to the cor
Page 92 and 93: The delegation of exclusive powers
Page 94 and 95: Recommendation 14. AGE OF DIRECTORS
Page 96 and 97: Uralita’s Board of Directors seek
Page 98: In application of the policies of t
Page 101 and 102: Corporate Social Responsibility 1.
Page 103 and 104: 3. Responsibility for the Environme
Page 105 and 106: Uralita’s commitment to its share
Page 107 and 108: 5.3. Training 5.3.1. Human Resource
Page 109 and 110: 5.3.4. URSA invests in Human Resour
Page 111 and 112: ) 477 employees from the Group Corp
Page 113 and 114: 6.2. Third-party training The Urali
Page 116:
Uralita Group Annual Financial Stat
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Translation of consolidated financi
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Translation of consolidated financi
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and Social Measures. Note 4 sets ou
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Equity at 31 December 2004 Attribut
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d. Changes in consolidation scope I
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4. Main accounting principles The m
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Where the carrying amount exceeds t
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• Trade and other payables Trade
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Provisions for guarantees Provision
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4.19. Consolidated cash flow statem
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• The business plans prepared are
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The movement in this heading in the
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The sale of cash-generating units r
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At 31 December 2005, the parent com
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Thousands of euros 2005 2004 Uralit
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The private bond placement was held
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16. Guarantees As of 31 December 20
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Other operating expenses The detail
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• Pipes • Chemicals The busines
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Revenues Profit (loss) before taxes
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In 2004, as profit estimates by the
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2004 Board of Nomination Audit TOTA
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APPENDIX 1 - Subsidiaries - 2005 By
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Results at the Gypsum Business show
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Mejía Lequerica, 10 28004 Madrid (
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Complete Annual Report - Uralita

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