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2) TREASURY STOCK ACQUISITIONS:
- On 20 May 2003 the acquisition of 264,333 of its
own shares was announced.
6)CHANGES IN ADMINISTRATORS OF
THE BOARD OF DIRECTORS:
- On 13 January 2003, Mr. Enrique Goñi Beltrán
de Garizurieta, was appointed Director of the Company Azkoyen,
S.A., as replacement for Mr. Francisco Elizalde Goldáraz
who had previously resigned. (Announced on 13 January 2003).
- During the Meeting of the Board of Directors of Azkoyen,
S.A., held on 2 June 2003, the then President Mr. José María
Careaga Meabeanzorena and Director Mr. Enrique Goñi
Beltrán de Garizurieta voluntarily resigned. The outgoing
President justified his resignation based on the extended
term he had served as a Board Member, a period during which
deep changes had been brought about in Azkoyen S.A., which
experienced extraordinary growth. He also mentioned that
the challenges facing the Company in the near future require
a new, decisive drive and a new team at the helm. The voluntary
resignation of Mr. Enrique Goñi, who began serving
on the Board of Azkoyen, S.A. when the number of the Company’s
shares held by the Caja Navarra Corporate Group increased,
was explained by this Board Member in that he considered
that the reforms introduced at the time in the Company’s
management structure and its strategic redesign were now
in place and it was time to bring Mr. Juan Odériz
San Martín, General Manager of the Corporate Group
onto the Board. During the same Board Meeting, Mr. Javier
Garde Garde, who until now held the post of Secretary, was
appointed Board Member and Vice-president, assuming the duties
of Board President until this post is filled. The appointments
of Mr. Javier Garde and Mr. Juan Odériz come in the
midst of a strategic and organisational redesign of the Company
and they will be working closely with the new management
team in the completion of the Strategic Plan 2003-2006. The
Plan’s action lines will be explained at the General
Meeting of Shareholder to be held this month. (Announced
on 2 June 2003).
- On 17 June we correct the error detected in our announcement
of 2 June 2003, regarding the appointment of Board Members.
During the Meeting of the Board of Directors of Azkoyen S.A.
held on 2 June 2003 the co-opted Board members were Mr. Javier
Garde Garde and the Spanish Company GRUPO CORPORATIVO EMPRESARIAL
CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA, S.A.U. with
VAT No. A/31691538 and business address in Pamplona, calle
Arrieta nº 10, 1ª planta. Mr. Juan Odériz
San Martín, is the person appointed to represent GRUPO
CORPORATIVO EMPRESARIAL CAJA DE AHORROS Y MONTE DE PIEDAD
DE NAVARRA to act as Board Member of the Company Azkoyen,
S.A.
8)TRANSFORMATIONS, MERGERS OR DEMERGERS
On 30 June 2003 a merger by absorption took place between
Compañía de Hostelería y Consumo Hispanolusa,
S.A. (100% owned by Azkoyen, S.A.) and its subsidiary CAFELCE,
S.L., which had been acquired outright on 4 November 2002.
14) OTHER SIGNIFICANT EVENTS:
- The Meeting of the Board of Directors of Azkoyen,
S.A., held on 4 May, agreed on the creation of an Executive
Committee, consisting of three Board Members. The first efforts
of this Executive Committee will be aimed at guiding and
concluding the strategic and organisational redesign which
the Group began early this year. (Announced on 22 de mayo
de 2003).
- The Meeting of the Executive Committee of Azkoyen, S.A.
held on 21 May, agreed to appoint Mr. Rafael Mir Andreu as
new General Director of Grupo Azkoyen, S.A. An industrial
engineer who graduated from the Universidad Politécnica
de Barcelona, Rafael Mir has extensive experience un business
management and has worked as a senior manager in companies
such as General Motors España, Tabacalera and Grupo
Koxka.
He joined Azkoyen on 21 May 2003. (Announced on 22 May 2003).
- On 27 June, the decisions of the General Meeting of Shareholders
of Azkoyen S.A. held on 26 June 2003 were announced.
- The Meeting of the Board of Directors of Azkoyen, S.A.
held on 25 June 2003, approved a modification of the Regulations
of the Board of Directors. The main reason behind this modification
is adapting the said regulations to the provisions of Law
44/2002, of 22 November 2002, on Reform Measures in the Financial
System, as well as the principles outlined in the Report
on Fostering Transparency and Security in Markets and Listed
Companies, issued by the Government in July 2002, known as
the Aldama Commission Report. The new regulations will come
into effect on 30 July 2003, although the Regulations will
be affected by the reform of the Articles of Association
to be proposed at the next General Meeting of Shareholder.
The Board of Directors also approved the Code of Conduct
in Stock Markets, which shall come into effect on 30 July
2003, to facilitate its dissemination before it comes into
effect. The announcement of this Important Fact was accompanied
by the new version of the Regulations of the Board of Directors
and the complete text of the Code of Conduct in Stock Markets.
(Announced on 27 June 2003).
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