Annual Report 2004 - FCC

As a consequence of the Directors appointed by Acciona, S.A., the original proposal of the Board of Directors was reduced to six. Thefollowing Directors were appointed by the General Meeting.– Mr. Olivier Orsini.– Mr. Henri Proglio.– Mr. Rafael Montes Sánchez.– Mr. Jean-François Dubos.– EAC Inversiones Corporativas, S.L.– Mr. Jean-Marie Messier.Total votes Votes against Abstentions Votes in favour95,101,995 453,830 19,750,052 74,898,113Following the preceding appointments, a minority shareholder made use of the right conferred under part 2 of article 132 of thePublic Corporations Act and asked for a vote on the following proposal:“To declare the persons designated as Directors by ACCIONA, S.A. incompatible for holding office as Directors of FCC andconsequently:To disregard, as running contrary to the company's interests, the directors appointed by the shareholder ACCIONA, S.A. using theproportional system, invoking article 137 of the Public Corporations Act and to relieve the said directors of their duties, as providedfor in article 132 and others of the Public Corporations Act, since ACCIONA, S.A. is a competitor and the said persons haveopposing interests to those of the company”.To cover the three vacancies which occurred during the session of the General Meeting, the Board proposed the followingas Directors:– Mr. Fernando Falcó y Fernández de Córdova.– Mr. Daniel Caille.– Mr. Felipe Bernabé García Pérez.Total votes Votes against Abstentions Votes in favour95,101,995 530,485 19,673,397 74,898,1136. Authorisation to purchase treasury stock and authorisation of subsidiaries to purchase stock in Fomento de Construccionesy Contratas, S.A.; all within the limits and meeting the requirements set forth in Article 75 and following of the PublicCorporations Act.Fomento de Construcciones y Contratas, S.A., and the companies of the Group meeting any of the circumstances contained inarticle 42.1 of the Commerce Code are authorised to acquire treasury stock by purchasing such stock on any stock exchangewhere the stock is traded, at the market price on the date of purchase, which must be between the minimum and maximumvalues indicated below:Maximum value: the highest quoted price in the three months immediately prior to the acquisition date, plus ten percent.Minimum value: the lowest quoted price in the last three months immediately prior to the acquisition date, less ten percent.Total votes Votes against Abstentions Votes in favour95,101,995 19,661,780 30,154 75,410,0617. Re-election of the Auditors of the Company and the Consolidated Group.Re-election of the firm "Deloitte&Touche España, S.L." as the auditors of the financial statements of the company and the Groupfor fiscal year 2005.Total votes Votes against Abstentions Votes in favour95,101,995 0 19,701,672 75,400,323136