Annual report - Viscofan

Resolution of the general meeting of 22 May 2006:“Be it resolved to render null and void the authority to purchase treasury shares granted to the Board of Directors by the GeneralMeeting of 27 June 2005.Be it resolved to authorise the Board of Directors so that it may, through such person, company or entity as it thinks fit, purchaseand sell on the market shares of the Company itself, at the price quoted on the day of such transaction, in the maximum numberof shares permitted by the Ley de Sociedades Anónimas (“the Companies Act”) and its related statutes, at a price not less than100% or more than 5000% of their nominal value.This authority is granted to the Board of Directors for a maximum term of 18 months from the date of this resolution.This authority is granted to the Board of Directors subject to the legal restrictions on acquisition of treasury shares, in particular,the restrictions under article 75 of the revised and consolidated text of the Companies Act.If the Board of Directors needs to use the authority hereby granted by the General Meeting, the Company's treasury shares shall besubject to the rules laid down in article 79 of the revised and consolidated text of the Companies Act.”A.10. Disclose any legal restrictions, or restrictions under the company’s memorandum and articles of association, on the exerciseof voting rights, and any legal restrictions on acquisition or transfer of company shares:There are no legal restrictions or restrictions under the company’s memorandum and articles of association on the exercise of votingrights, except the restrictions relating to treasury shares. There are no legal or restrictions under the company’s memorandum andarticles of association on the acquisition or transfer of shares.B. COMPANY MANAGEMENT STRUCTUREB.1. Board of DirectorsB.1.1. State the maximum and minimum number of directors set forth in the company’s articles:Maximum number of directors 9Minimum number of directors 3B.1.2. Give the directors’ names in the table below:Director name or Position on Appointmentcompany name Representative the board First appointed Last appointed procedure*JAIME ECHEVARRÍA ABONA CHAIRMAN 17-10-1975 27-06-2005JOSE MARÍA CUEVAS SALVADOR VICE CHAIRMAN 09-01-1987 17-06-2002NÉSTOR BASTERRA LARROUDÉ DIRECTOR 29-07-1997 05-05-2003ÍÑIGO SOLAUN GARTEIZ-GOXEASCOA DIRECTOR 19-01-1998 05-05-2003ÁGATHA ECHEVARRÍA CANALES DIRECTOR 24-06-1998 05-05-2003JOSÉ CRUZ PÉREZ LAPAZARÁN DIRECTOR 24-06-1998 05-05-2003GREGORIO MARAÑÓN BERTRAN DE LIS DIRECTOR 29-01-1999 05-05-2003ALEJANDRO LEGARDA ZARAGÜETA DIRECTOR 22-05-2006 22-05-2006Total number of directors 8* ELECTED BY GENERAL MEETING AND APPOINTED BY BOARD45