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Union Fenosa call for lifting of take-over restrictions

29 May 2003 – Union Fenosa, Spain’s third-biggest electricity utility, is proposing to modernise its restrictive company regulations including removal of the provision that protect it against hostile take-over. Shareholders will be asked to vote on the proposals at a meeting on 17 June.

The changes to the company statutes would abolish the current rule whereby shareholder’s voting power are limited to 10 per cent, no matter how big their stake in the company. They would also end the obligation that board members must have been shareholders for three years and that directors must spend a certain time on the board before becoming chairman.

By eliminating the measures, Union Fenosa said in a statement, “the board aims to bring the company into line with the demands of the most advanced capital markets and with the best practices of corporate governance.”

Union Fenosa has been addressing its large debt burden by selling assets and said it was prepared to accept new partners in certain strategic activities such as its renewable energy subsidiary. It has denied any talks on potential mergers.

Union Fenosa’s largest shareholder is bank Santander Central Hispano,, which has a stake of 23.5 per cent.