Resolutions 2013 General Shareholders Meeting

Thursday, 13 June 2013.

The Ordinary and Extraordinary General Shareholders Meeting of NATRA, SA, was held on first call today, 13 June 2013. The Meeting followed the established Agenda and was attended by shareholders, present and represented, holding 60.66% of the share capital.

All resolutions were adopted by a large majority of the shareholders present or represented, as detailed below:

  1. The individual and consolidated financial statements and the directors’ report for 2012 were approved.
  2. The allocation of the 2012 profits to the losses of previous years to be offset by profits from future years was approved.
  3. It was agreed to reduce the number of board members to twelve (12), with the appointment as Directors, to cover the two new vacancies, of the Secretary of the Board of Directors, Ignacio Lopez-Romero Bacells, and the bank KUTXABANK, S.A., represented by Mª Jesús Arregui Arija, for the established statutory term, that is, for five years.
  4. The renewals of Ana Muñoz Beraza and the company BARTEN, S.A, represented by Galo Álvarez Goicoechea, as Directors for the established statutory term, that is, for five years, were approved.
  5. The ratification of the appointment of (i) Pedro Santisteban Padro as Director to fill a vacancy under the resolution adopted by the Board of Directors at its meeting held on October 31, 2012, and (ii) Mikel Beitia Larrañaga as Director to fill a vacancy under the resolution adopted by the Board of Directors at its meeting held on September 25, 2012, and their re-election for the established statutory term, that is, for five years, was approved.
  6. The authorisation of the Board of Directors to carry out the derivative acquisition of treasury stock, either directly or via subsidiaries, through their purchase or by means of any other inter-vivo act in for consideration, with the limits and requirements established in the Corporations Act, thus superseding the authorisation granted by the Ordinary and Extraordinary Shareholders Meeting of 28 June 2012, was approved.
  7. The authorisation and delegation to the Board of Directors of (i) the power to issue debentures, bonds, redeemable shares, warrants and/or other securities, convertible and/or exchangeable bonds and/or debentures for company shares, with the power to exclude pre-emptive rights within a maximum period of five years and (ii) to increase the share capital by the amount required for conversion, was approved.
  8. The reappointment of PricewaterhouseCoopers, SL, as Company auditors to audit the individual and consolidated financial statement for 2013 and 2014 was approved.
  9. The report on the remuneration of the Natra, SA Directors for the current year (2013), prepared by the Board of Directors, was approved for consultation purposes.
  10. It was agreed to establish the remuneration of the members of the Board of Directors, in accordance with the proposal submitted by the Appointment and Remuneration Committee to the Board of Directors, applicable during 2013.
  11. The ratification and approval of the delivery of shares the CEO, at the proposal of the Appointments and Remuneration Committee, was approved.
  12. The amendments to the Board of Directors regulation were reported.
  13. The Chairman, the Secretary and the Vice-Secretary of the Board of Directors were granted the powers necessary for the development, documentation and enforcement of the agreements adopted by the NATRA, SA, Ordinary and Extraordinary General Shareholders Meeting.

Notarised Minutes for the General Meeting were issued by the Notary of Quart de Poblet, Mr. Manuel Rius Verdú.

The presentation shown at the Shareholders’ Meeting can be downloaded from the "Investors/General Shareholders’ Meeting 2013" Spanish section of the company’s website, www.natra.es.

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