Annual General Shareholders Meeting June 2025
Total number of shares and voting rights
On the date of the notice of call of the Annual General Meeting, the capital of Ebro Foods, S.A. is divided into 153,865,392 shares, all in the same series and class.
Each share gives the right to one vote, for a total of 153,865,392 voting rights.
Holding on first call and meeting venue
Calle Rafael Calvo, 39 - AUDITORIO RAFAEL DEL PINO (Madrid)
The General Meeting will foreseeably be held on FIRST CALL, at 10.30 on 11 June 2025.
POSSIBILITY OF ONLINE ATTENDANCE
The Online Attendance of the Annual General Meeting is enabled.
The Company recommends all shareholders who wish to attend the General Meeting to do so online, through the online attendance platform, on the terms set out in the notice of call and this website.
VOTING AND PROXY BY MEANS OF REMOTE COMMUNICATION
Without prejudice to the onsite or online attendance of the Annual General Meeting, the Company recommends all shareholders who plan to exercise their voting and proxy rights by remote communication prior to the General Meeting to do so through the electronic platforms enabled or by post or equivalent courier service.
REQUEST AN APPOINTMENT
Shareholders are kindly requested to make an appointment before visiting the Company's offices, through the Shareholders’ Office on telephone number +34 917245267, from 09:00 to 14:00 from Monday to Friday (excluding holidays), or at oficinadelaccionista@ebrofoods.es.
The Company might not be able to attend any shareholders turning up without an appointment.
GIFT FOR PARTICIPATION
There will be no in-person delivery of gifts at the Meeting venue or at the Company's offices.
Gifts will be sent free of charge to all shareholders who participate in the General Meeting when so request and give the company the necessary contact details (name, postal address and telephone number).
The gift can be requested via e-mail at oficinadelaccionista@ebrofoods.es.
The company will not accept any gift requests received after the General Meeting.
The gifts requested will probably receive in September 2025.
LIVE STREAMING ON WEBSITE
The General Meeting will be streamed live on the company’s website.
GENERAL INFORMATION
The company recommends the participation in the General Meeting by proxy, remote voting or online attendance.
DOCUMENTS OF THE ANNUAL GENERAL MEETING
- Notice of call and agenda.
- Proposed resolutions approved by the Board of Directors.
- Separate Annual Accounts 2024 of Ebro Foods, S.A., to be submitted for approval 1.1 on the agenda.
- Auditors’ Report on Separate Accounts 2024 of Ebro Foods, S.A.
- Consolidated Annual Accounts 2024 of Ebro Foods, S.A., to be submitted for approval 1.1 on the agenda.
- Auditor’s Report on Consolidated Accounts 2024 of Ebro Foods, S.A.
- Separate Management Report 2024 of Ebro Foods, S.A., to be submitted for approval 1.2 on the agenda.
- Consolidated Management Report 2024 of Ebro Foods, S.A., to be submitted for approval 1.2 on the agenda.
- Statement of Non-Financial Information 2024 and Sustainability Report and corresponding audit report, to be submitted for approval under item 1.3 on the agenda.
- Annual Corporate Governance Report 2024, with the ICRF report issued by the external auditors.
- Disclaimer by the Directors of Ebro Foods, S.A. regarding the contents of the Annual Financial Report 2024.
- Report by the Audit, Control and Sustainability Committee on the independence of the external auditors in respect of the audit report 2024.
- Report by the Board of Directors (appending the proposal and the previous report by the Nomination and Remuneration Committee), pursuant to section 529 decies of the Corporate Enterprises Act, related to the ratification, re-election and appointment of the Directors contemplated in item 5 on the agenda. Information on the identity, curriculum and category of each of them, in pursuance of the Corporate Enterprises Act section 518(e).
- Félix Hernández Callejas (item 5.1 of the agenda).
- María Blanca Hernández Rodríguez, (item 5.2 on the agenda).
- Meritxell Batet Lamaña (item 5.3 on agenda).
- Demetrio Carceller Arce (item 5.4 on agenda).
- María Carceller Arce (item 5.5 on agenda).
- José Ignacio Comenge Sánchez-Real (item 5.6 on agenda).
- Javier Fernández Alonso (item 5.7 on agenda).
- Jordi Xuclà Costa (item 5.8 on agenda).
- Belén Barreiro Pérez-Pardo (item 5.9 on agenda).
- Mercedes Costa García (item 5.10 on agenda).
- Javier Gómez-Trenor Vergés (item 5.11 on agenda).
- Alejandra Olarra Icaza (item 5.12 on agenda).
- Proposed modification of the Directors’ Remuneration Policy for 2025, 2026 and 2027, to be put to the vote under item Six on the agenda, including (i) the specific report by the Nomination and Remuneration Committee, (ii) the proposal and grounds stated by the Board, and (iii) the text of the Policy.
- Consolidated text of the Directors’ Remuneration Policy for 2025, 2026 and 2027.
- Annual Report on Directors’ Remuneration 2024, to be put to an advisory vote under item 7 on the agenda.
- Report by the Directors justifying the proposal to authorise the Board of Directors to buy back own shares and to reduce the capital, contemplated in item 9 on the agenda.
- Activity report of the Audit, Control and Sustainability Committee for the year ended 31 December 2024.
- Activity report of the Nomination and Remuneration Committee for the year ended 31 December 2024.
- Information on personal data processing.
- Regulations of the Electronic Shareholder Forum.
- Conditions for access, registration, use and operation of the Electronic Shareholder Forum.
- Rules for remote voting and proxy and online attendance.
- Onsite attendance, proxy and remote voting cards by Ebro Foods
Onsite Attendance cardProxy card
Remote voting card
ELECTRONIC VOTE AND PROXY
In order to vote or proxy by electronic means, the following instructions must be followed, which are also contained in the notice of call and in the Rules for remote voting and proxy and online attendance, which are published on this website and on the telematic assistance platform.
The electronic platform for voting and proxies prior to the General Meeting will be enabled from 08.00 on 7 May 2025 to 17.00 on 10 June 2025.
The electronic platform is initially enabled exclusively for use by shareholders.
Any shareholder’s representative wishing to access the electronic platform must previously send the documents accrediting their identity and representation by post or courier service to the Company’s offices at Paseo de la Castellana nº 20, 28046 Madrid, or by e-mail to oficinadelaccionista@ebrofoods.es. Once the adequacy of their representation has been verified, the representative’s access to the platforms will be enabled.
This notwithstanding, if the corporate shareholder has a recognised user electronic certificate, valid and in force and not on record as revoked under the applicable laws, issued by the Spanish public certification authority (CERES) operating under the National Mint (FNMT) in the corporate shareholder’s name, they may access the platforms directly using that certificate.
The documents to be remitted by the representative to access the electronic platform must be received by the Company no later than 17.00 on 9 June 2025. If they are received later, it will not be possible for the Company to enable access by the representative to the platform.
The Company reserves the right to ask shareholders and/or representatives for such additional proof of identity as it may deem fit to confirm their shareholder status or the adequacy of the powers granted.
To consult the voting and proxy rules by electronic means, click on the following link: Rules for remote voting and proxy and online attendance.
To access the electronic voting and proxy platform, click on the following link: Access to the electronic electronic platform for voting and proxy.
In order to attend the General Meeting online, follow the instructions indicated below, which can also be found in the notice of call and the Rules for remote voting and proxy and online attendance, published on this web and the Online Attendance platform.
The electronic platform is initially enabled exclusively for use by shareholders.
Any shareholder’s representative wishing to access the electronic platform must previously send the documents accrediting their identity and representation by post or courier service to the Company’s offices at Paseo de la Castellana nº 20, 28046 Madrid, or by e-mail to oficinadelaccionista@ebrofoods.es Once the adequacy of their representation has been verified, the representative’s access to the platforms will be enabled.
This notwithstanding, if the corporate shareholder has a recognised user electronic certificate, valid and in force and not on record as revoked under the applicable laws, issued by the Spanish public certification authority (CERES) operating under the National Mint (FNMT) in the corporate shareholder’s name, they may access the platforms directly using that certificate.
The documents to be remitted by the representative to access the electronic platform must be received by the Company no later than 17.00 on 9 June 2025. If they are received later, it will not be possible for the Company to enable access by the representative to the platform.
The Company reserves the right to ask shareholders and/or representatives for such additional proof of identity as it may deem fit to confirm their shareholder status or the adequacy of the powers granted.
To consult the rules of the pre-register and online attendance, click on the following link: Rules for remote voting and proxy and online attendance.
a) PRE-REGISTRATION AND ACCREDITATION: between 08:00 on 7 May 2025 and 17:00 on 10 June 2025
Any shareholders or their representatives wishing to attend the Annual General Meeting online must register and provide their accreditation through this link between 08:00 on 7 May 2025 and 17:00 on 10 June 2025. No registration or accreditation will be accepted outside those times.
Registration on this platform does not imply online attendance of the General Meeting.
Online attendance requires connection, on the date of the General Meeting, to the "Online attendance" platform.
To make the pre-registration on the online attendance platform, click on the following link: Access to the pre-register for online attendance.
b) CONNECTION: from 08:00 to 10:15 on the date of the General Meeting, i.e. 11 June 2025 on first call or 12 June 2025 on second call
After registering and accreditation, the shareholder or representative must connect online by clicking on this link between 08.00 and 10.15.00 on the date of the Annual General Meeting. Only the shareholders and representatives who have connected on the date and within the times indicated above will be able to vote and/or participate at the General Meeting.
If the General Meeting is inquorate on first call on 11 June 2025, the shareholders and representatives who have connected via this link on first call must connect again within the same times on second call on 12 June 2025 in order to attend the General Meeting.
To access the online attendance platform, click on the following link: Access the online attendance platform.