Articles of Association of Aragón Plataforma Logística
CHAPTER I. GENERAL PROVISIONS.
Article 1º.- NAME. Under the name of ARAGÓN PLATAFORMA LOGÍSTICA, SOCIEDAD LIMITADA UNIPERSONAL a limited liability company is incorporated of sole proprietorship, which will be governed by these articles of association, current legislation regarding Capital Companies and its development regulations, the Consolidated Text of the Finance Act of the Autonomous Region of Aragon, the Consolidated Text of the Heritage Act of the Autonomous Region of Aragon, the Consolidated Text of the Administrative Law of the Autonomous Region of Aragon, the Consolidated Text of the Public Sector Contracts Act (it would be a good idea to include links, we previously did this in the Corporation website with the same texts) and other legal regulations applicable to this type of company.
Artículo 2º.- PURPOSE
The purpose of the company ARAGON PLATAFORMA LOGISTICA S.L.U. is to:
- Design, construct, promote, preserve, exploit and market - through the sale or rent or any other management system- the logistics platforms of an industrial or commercial nature, the infrastructures and equipment included therein, and the services that can be installed or developed therein, along with any other type of of real estate promotions and operations. The activity can be carried out either by the company itself, through third parties or in collaboration with other shareholders and institutions.
- Develop policies on logistics as determined by the Aragon Regional Government. Encourage and moderate discussion on the future of integral logistics development of the Regional Government of Aragon, and act as a catalyst between the concerns of the different stakeholders involved and the Regional Government of Aragon. This will be done by transferring the proposals and recommendations of the Consultative Body of the Company to the Government. This is all commissioned by the Regional Government of Aragon and in accordance with its terms and mandates, in its own name and on its own behalf or on its own behalf and on another's behalf.
- Activities will comprise:
- The acquisition and management of land and real estate of a logistics, industrial and tertiary nature, for sale or rent thereof, or another management system.
- The concept, development, sub-division and acquisition of land and property for logistics, industrial and tertiary use.
- The adjudication and contracting of all kinds of works, surveys, projects, maintenance and management work related to logistics, industrial and tertiary development facilities; the development and construction of logistics, industrial and tertiary infrastructures.
- Any other activity directly related to the above, which contributes to the implementation and development of the company purpose.
- Provide, by contract, to any company or public entity, consultancy services, technical support, assessment and assistance in the marketing, management and promotion of platforms, logistics, industrial, tertiary projects and real estate in general, plus other services of the same nature and activity.
- In the operation of activities forming the company purpose, the company may:
- subscribe, administer and transfer shares of other trading companies.
- Sign contracts and agreements with Public Administrations, territorial, business or research entities. It may also participate in all types of associations, organizations, foundations or bodies for the development of joint initiatives in the logistics, industrial or tertiary field. It can be involved in the management, organization of events for the promotion and integral logistics development of the Autonomous Region of Aragon, and any other activities for the development of rail, air, road or multimodal transport.
- Raise funding or receive grants for logistics, industrial, tertiary and research projects related to them, participating in teams or consortiums competing for these funds.
Article 3º.- INSTRUMENTAL MEANS AND TECHNICAL SERVICE
Aragón Plataforma Logística, S.L.U. is considered an instrumental means and technical service of the Administration of the Autonomous Region of Aragon, and of the contracting authorities depending on it. It is obliged to carry out the assigned works. The notification of an assignment will mean the order to start it.
The relations of Aragón Plataforma Logística, S.L.U. with contracting authorities of which it is an instrumental means and technical service, are of an instrumental and not contractual nature. They are articulated through management assignments indicated in article 24.6 of the Consolidated Text of the Public Sector Contracts Act and are therefore of an internal, dependent and subordinate nature for all purposes.
Aragón Plataforma Logística, S.L.U. may not participate in procedures for contract awards called by the contracting authorities of which it is an instrumental means and technical service. Notwithstanding the above, in the event that there is no tenderer taking part, the Corporation may be commissioned to carry out the activity of the tender.
Article 4.- REGISTERED OFFICES
The registered offices are located at Avenida Ranillas, Edificio 1-D, 3ª planta, oficina I, C.P. 50.018 of Zaragoza.
The board of directors may change the registered offices only within the same municipality.
Article 5.- DURATION
The duration of the Company is unlimited. Operations will start on the date of granting of the articles of association in a public deed.
CHAPTER II. SHARE CAPITAL COMPANY SHARES
Shares are indivisible and accumulative.. They will not be negotiable securities, they cannot be represented by means of securities or book entries or referred to as publicly traded shares. The only ownership security is constituted by the deed of incorporation of Aragón Plataforma Logística, S.L.U. and if applicable, by the share capital modification deed and other public documents that may be granted.
It will be terminated in the terms indicated in the condominium act and co-ownership rights on shares, along with their usufruct, pledge or seizure.
CHAPTER III CORPORATE BODIES THE GENERAL SHAREHOLDERS MEETING
- The Company will be governed by the agreements of the General Meeting (sole shareholder) and of the Board of Directors, made within their respective powers.
- The Company will be represented by the Board of Directors and its Chairman in and out of court. The Chairman shall represent the company in his/her individual capacity, and the Board of Directors shall act collectively for such purposes.
Article 8.- THE GENERAL SHAREHOLDERS MEETING
The sovereign body for the formation of the will of the company will be the General Shareholders Meeting, which will have a chairman and secretary. These may or may not be permanent positions and they will be appointed and revoked by the Board.
Shareholders may be represented in the General Meeting by another shareholder or person with powers of attorney conferred in a public document with powers to administer all the assets that the represented shareholder has in national territory. Any person who is not a shareholder but believes his/her attendance is appropriate, may attend as observers.
Article 9.- COMPETENCIES OF THE GENERAL SHAREHOLDERS MEETING
All matters as provided by law will be the competence of the General Meeting. It will also be understood that any matter submitted for its consideration by the corporate Administration, together with other functions indicated in these Articles of Association and legal regulations, will be the exclusive competence of the General Meeting.
Article 10.- CALL
The call to the General Meeting will be notified by the company administration on its own initiative or at the request of shareholders, who represent at least five percent of the share capital. In this case, it should be called within the month following the date on which the request was made via notarial channels. The request should be included in the agenda.
The call will be made by telegram with acknowledgement of receipt, addressed to the shareholders at the address indicated in the register. There should be a period of at least 15 days between notification and the date of the meeting, unless there is a regulation that obliges a longer period, in which case this should be respected.
The call will clearly indicate the matters to be discussed and the place of the meeting. If this is omitted, it will be held at the company's office address.
Article 11.- FUNCTIONING OF THE GENERAL MEETING
Agreements will be adopted by majority vote. This is understood to be when there is a majority of valid votes in favour of the agreement. These votes will represent at least a third of the votes corresponding to company shares in which the share capital is divided. Blank votes will not be counted. Different majorities will be required in the following cases:
- To increase or decrease capital and any other statutory modification which does not need a qualified majority, the favourable vote of more than half the votes will be required, corresponding to the shares in which the share capital is divided.
- For the transformation, merger or de-merger of the company, the suppression of the preference right in capital increases, the exclusion of shareholders and the authorization to administrators for the financial year either on its own account or by others, of the same, analogue or complementary company purpose, the favourable vote of at least two thirds of votes will be necessary, corresponding to the shares in which the share capital is divided.
- For the winding-up of the company when the cause is not the explicit wish of the shareholders, the majority represented by one third of validly cast votes will be sufficient, corresponding to the company shares in which the share capital is divided. Otherwise the favourable vote of over half the votes will be required, corresponding to the shares in which the share capital is divided.
Article 12.- SOLE SHAREHOLDER
In accordance with article 15 of the Consolidated Text of Corporation Law, the sole shareholder CORPORACIÓN EMPRESARIAL PÚBLICA DE ARAGÓN S.L.U. will exercise the powers of the General Board.
CHAPTER IV. CORPORATE BODIES BOARD OF DIRECTORS
The administration and representation of the Company in and out of court, is the competence of the board of directors..
Any of the following board of directors methods can be adopted alternatively by unanimous agreement of all shareholders in the execution of the founding deed, or later, by the agreement of the General Shareholders Meeting of the Company.
- Sole administrator, exclusively responsible for the administration and representation of the company.
- A minimum of two and a maximum of five Joint Administrators, each one equally with the powers of administration and representation of the company, notwithstanding the capacity of the General Meeting to agree, with merely internal effectiveness, on the distribution of powers between them.
- Two joint administrators, who will jointly exercise the powers of administration and representation.
- Between two and five joint administrators, the number of which will be determined at the Shareholders Meeting, with the powers of administration and representation of the company, to be exercised jointly by at least two of them.
- A Board of Directors which will act collectively.
Article 14.- CAPACITY AND DURATION OF THE POSITION
It is not necessary to be a shareholder to be appointed an administrator. In the event that a legal entity is appointed as administrator, it should assign an individual person to represent it when exercising its position.
B) Duration of the position and removal
Administrators will exercise their position for a period of four years. They many be re-elected once or more times for an equal term of office. They may also be removed at any time by the General Meeting, even though this removal is not on the agenda.
Article 15.- REMUNERATION OF THE POSITION
The position of Administrator is not remunerated. However, this gratuity is understood to be notwithstanding any other compensation for other services different from those of the Administrator, that may be received by the person holding this position.
Article 16.- BOARD OF DIRECTORS
When the administration and representation of the company is through a Board of Directors, the following rules will be applied:
The Board will be composed of a minimum of 3 members and a maximum of 12.
If the General Meeting has not done so, the board will elect a Chairman and secretary from its members, a vice-chairman if it is considered appropriate, who should also be a board member, and a vice-secretary. Any non-member may be secretary and vice-secretary, in which case they will attend the meetings with the right to speak but not to vote.
The Vice-chairman will substiute the Chairman in the case of absence or impossibility to attend. He/she will be empowered to endorse the approval certificates of the General Meeting and Board of Directors, which are issued by the secretary. The Vice-secretary will substitute the secretary in the case of absence or impossibility to attend.
3.1.-It will be called by order of the Chairman or whoever is acting as Chairman, or by members who represent at least one third of the Board members, in accordance with article 246 of the Consolidated Text of the Corporation Law.
3.2.- The call will be made in writing or by email, with at least three days notice before the date of the meeting, in which the place, date and time of the meeting will be indicated, together with the agenda. This is unless the Chairman understands that there are justified and exceptional causes that warrant an urgent call, in which case the call may be made without the advance notice.
3.3.- The Board of directors must meet at least every three months.
3.4.- If the company has a Corporate website with a private area for the Board of Directors, the call may be done by inserting the document in electronic format, including the call document, which will only be accessible by the members of the Board through a password.
Although the call is done by inserting the notice in the private area, the company may notify the Board members of this insertion by email.
3.5.- The documentation which members of the Board have the right to know or obtain regarding a meeting or any other circumstance, will be made available to them through the private area of the website. In this case, the indications of the previous paragraph will apply.
3.6.- It will not be necessary to call a meeting when all the members are present or represented, and unanimously accept to hold a Board meeting.
4. Representation or delegation of vote.
Members may only be represented at meetings by another member. Representation must be conferred especially for each meeting, in writing or by email, addressed to the Chairman.
Representation is always revocable. It will be understood to be automatically revoked by the physical or telematic presence of the Board member or by a remotely cast vote by this member before or after granting representation. In the event that several representations are granted, the one received in last place will prevail.
5.- Constitution and adoption of agreements.
The Board of directors will be validly constituted when the majority of members are present or represented at the meeting.
Agreements will be adopted by absolute majority of members at the meeting. In the case of a tied vote, the Chairman will have the casting vote.
For the delegation of powers of the Board of Directors, art. 249 of the Consolidated Text of the Corporate Law will apply. This same law will be applicable if legislation requires an enhanced majority.
6.- Agreements in writing and without meetings.
Agreements adopted by the Board in writing and without a meeting will also be valid as long as there are no members who oppose this method of reaching agreements. All written documents containing agreements and votes thereof by all members, may be given by electronic means.
7. Remotely cast vote in advance.
The remotely cast vote by a member in relation to a face-to-face Board meeting will be valid.
This vote should be in writing or by email, addressed to the Chairman of the Board and sent at least 24 hours in advance of the time set to start the Board meeting. The vote may be revoked or modified up until this time. After this time, the remotely cast vote may only be revoked by the personal, physical or telematic presence of the member at the meeting.
The remotely cast vote will be valid if the Board is validly constituted.
The document of the member should express how they vote on each of the items of business included in the corresponding Agenda of the Board. If this is not done for any of the subjects, it will be understood that the member abstains from voting.
Votes made by members in writing with a signature authenticated by a notary, or by means of a document sent via telematic channels with an e-signature will also be valid. However, the Board may accept these means without authenticated signature or e-signature.
8.- Venue of the Board Meeting. Attendance by telematic means.
8.1.- The Board Meeting will be held at the venue indicated in the call. If the call does not indicate the venue, it will be understood to be at the company's offices.
8.2.- Attendance at the Board Meeting can be either by going to the venue where the meeting is to be held, or to other venues connected by video-conferencing systems or other telematic means, that are able to recognize and identify attendance and be in permanent communication.
8.3.- Attendants will be considered for all purposes, as having physically attended a single Board meeting, which is understood to be held at the main venue.
8.4.- The call to the Board Meeting will not be necessary if all members are interconnected by video-conference or other telematic means, that meet the above requirements and unanimously agree to constitute of the Board of Directors meeting and its Agenda.
Article 17.- COMMITTEES WITHIN THE BOARD
Without prejudice to the voluntary powers of attorney it may confer upon any person, the Board of Directors may form an Executive Committee, composed of a minimum of three and a maximum of six members. It may also appoint one or several Chief Executive Officers, at the proposal of the Chairman of the Board, and may delegate to them, either totally or partially, temporarily or permanently, all the powers that can be delegated, under applicable regulations. For their validity, the delegation and appointment of members of the Board of Directors that are to occupy these positions, will require the favourable vote of two thirds of the members of the Board. They will not come into effect until they are registered in the Trade Register.
The Board of Directors may also form other committees for assessment or advisory functions, with participation by other entities and institutions, along with independent experts, for the purpose of carrying out studies, analysis and proposals regarding the company purpose. Their competencies, composition, organization and operational regulations will be established by the Board of Directors in the setting-up agreement.
CHAPTER V. COMPANY FINANCIAL YEAR, ANNUAL ACCOUNTS AND DISTRIBUTION OF PROFIT
Article 19.- ANNUAL ACCOUNTS
Within a maximum of three months from the financial year-end, the Board of Directors must draw-up the Annual Accounts, the Management Report and the proposed appropriation of earnings.
Article 20.- EXTERNAL AUDIT
The annual accounts and management report must be revised by Statutory Auditors appointed by the General Meeting before the end of the year to be audited, for an initial period of not less than three years or more than nine years, from the start of the first financial year to be audited. They can be reappointed at the end of the initial period.
The actions by the auditors are understood to be without prejudice to the competencies over the financial control of the General Intervention and other control bodies of the Administration of the Autonomous Region.
Article 21.- APPROPRIATION OF EARNINGS
They will be distributed to the shareholders in proportion to their share in the share capital.
CHAPTER VI. DISSOLUTION AND LIQUIDATION
Article 23.- LIQUIDATION.
During the liquidation period, the regulations specified in law and these articles of association that are not incompatible with the specific legal system of liquidation, will continue to be applicable to the company