Annual General Shareholders Meeting June 2022
Live broadcast General Shareholders Meeting
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.
The General Meeting will foreseeably be held on FIRST CALL, at 12.30 on 29 June 2022.
Calle Rafael Calvo, 39 - AUDITORIO RAFAEL DEL PINO (Madrid)
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 web.
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.
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 horas 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.
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.
The gifts requested will probably receive in September 2022.
The General Meeting will be streamed live on the company’s website.
Not to recommend onsite attendance of the General Meeting and to recommend participation in the General Meeting by proxy, remote voting or online attendance.
The Company will take adequate hygiene and prevention measures, to the extent they may be permitted by the legal provisions or recommendations in place, according to the health situation existing at the date of the General Meeting, and any that may be imposed at the venue of the AGM, with a view to protecting people’s general interests and health and will, if necessary, update accordingly the information contained in the notice of call.
If the legal provisions or recommendations for holding events that are in place at the date of the AGM require social distancing measures that limit the capacity of the venue at which the AGM is to be held, entry will be allowed in strict order of arrival of the shareholders or their representatives in order to respect the equal treatment of shareholders.
Shareholders will be informed in due course of any other measures that may be necessary, according to the circumstances, rules and recommendations in place from time to time.
DOCUMENTS OF THE GENERAL MEETING
- Notice of call and agenda
- Proposed resolutions approved by the Board of Directors
- Separate Annual Accounts and Management Report 2021 of Ebro Foods, S.A., to be submitted for approval 1.1 on the agenda.
- Auditors’ Report on Separate Accounts 2021 of Ebro Foods, S.A.
- Consolidated Annual Accounts and Management Report 2021 of Ebro Foods, S.A., to be submitted for approval 1.1 on the agenda.
- Auditor’s Report on Consolidated Accounts 2021 of Ebro Foods, S.A.
- Statement of Non-Financial Information 2021 and corresponding audit report, to be submitted for approval under item 1.2 on the agenda.
- Annual Corporate Governance Report 2021, 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 2021.
- Report by the Audit and Compliance Committee on the independence of the external auditors in respect of the audit report 2021.
- Report by the Board of Directors supporting the proposed alteration of the Regulations of the General Meeting, to be approved under item 5 on the agenda. This Report includes the full text of the proposed alteration.
- Consolidated text of the Regulations of the General Meeting.
- 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, for ratification of the appointment by cooptation of the Director Marc Thomas Murtra Millar contemplated in item 6.1 on the agenda.
- Information on the identity, curriculum and category of Marc Thomas Murtra Millar, in pursuance of the Corporate Enterprises Act section 518(e).
- Report by the Board of Directors (appending the report by the Nomination and Remuneration Committee), pursuant to section 529 decies of the Corporate Enterprises Act, for ratification of the appointment by cooptation of the Director Jordi Xuclà Costa contemplated in item 6.2 on the agenda.
- Information on the identity, curriculum and category of Jordi Xuclà Costa, in pursuance of the Corporate Enterprises Act section 518(e).
- Report by the Board of Directors (appending the report by the Nomination and Remuneration Committee), pursuant to section 529 decies of the Corporate Enterprises Act, for re-election of the Director Antonio Hernández Callejas contemplated in item 6.3 on the agenda.
- Information on the identity, curriculum and category of Antonio Hernández Callejas, in pursuance of the Corporate Enterprises Act section 518(e).
- 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, for re-election of the Director Fernando Castelló Clemente contemplated in item 6.4 on the agenda.
- Information on the identity, curriculum and category of Fernando Castelló Clemente, in pursuance of the Corporate Enterprises Act section 518(e).
- Proposal by the Board of Directors and Specific Report by the Nomination and Remuneration Committee, pursuant to the Corporate Enterprises Act section 529 novodecies, on the amendment to the Directors’ Remuneration Policy 2022-2024 contemplated in item 7 on the agenda.
- Consolidated text of the Directors’ Remuneration Policy 2022-2024.
- Annual Report on Directors’ Remuneration 2021, to be put to an advisory vote under item 8 on the agenda.
- Report by the Board of Directors on the alteration of the Regulations of the Board, on which the General Meeting of Shareholders is informed under item 11 on the agenda, including the full text of the Regulations with the marked alterations.
- Activity report of the Audit and Compliance Committee for the year ended 31 December 2021.
- Activity report of the Nomination and Remuneration Committee for the year ended 31 December 2021.
- Information on personal data processing
ONSITE AND ONLINE ATTENDANCE, PROXY AND REMOTE VOTING CARDS BY EBRO FOODS
The onsite attendance, online attendance, proxy and remote voting cards have been issued by the Company and will only be valid if, apart from being correctly completed, it is accompanied by the attendance card issued by the institution at which the shareholder has deposited their shares, duly signed (or any other document proving their shareholder status) and, where appropriate, the other documents indicated in the notice of call and the rules for onsite and online attendance, proxy and remote voting and which can be consulted on the Company’s website.
Onsite Attendance card
Online Attendance card
Proxy card
Remote voting card
ELECTRONIC SHAREHOLDRES FORUM
- Regulations of the electronic shareholder forum
- Conditions for access, use and operation of the shareholder electronic forum
To register in the forum, users must prove their identity and shareholder status as stipulated in the Regulations of the Forum and Condition for Access, Registration, Use and Operation.
ELECTRONIC VOTE AND PROXY
Electronic votes and proxies will be available from 08:00 on 1 June 2022 to 17:00 on 28 June 2022.
In order to vote or grant a proxy using electronic facilities, it is essential to prove shareholder status by attaching to the corresponding form a copy, in pdf format, of the attendance card issued by the member of Iberclear at which the shareholder’s shares are deposited, duly signed. Corporate shareholders shall also attach to the form a copy in pdf format of the documentation proving the powers of attorney of the individual voting on behalf of the shareholder.
The validity of electronic votes and proxies will be subject to confirmation by the Company, using any means available to it, of the information provided by the shareholder.
ONLINE ATTENDANCE
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 Onsite Attendance, Online Attendance, Proxy and Remote Voting published on this web and the Online Attendance platform.
IMPORTANT:
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.
Shareholders registered but not connected to the platform on the date of the General Meeting will not be considered online attendees.
REGISTER AND ACCREDITATION: between 08:00 on 1 June 2022 and 23:59 on 28 June 2022
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 1 June 2022 and 23:59 on 28 June 2022. No registration or accreditation will be accepted outside those times.
When registering, it is essential to prove shareholder status and, if appropriate, also that of shareholder’s representative by attaching to the corresponding form a copy, in pdf format, of the duly signed attendance card issued by the member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (Iberclear) at which the shareholder’s shares are deposited. Corporate shareholders shall also attach to the form a copy in pdf format of the documentation proving the powers of attorney of their representative. The shareholder’s representative shall also attach a copy of the document granting those powers. Any registration that does not meet the accreditation requirements will not be accepted.
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.
CONNECTION: from 08:00 to 12:15 on the date of the General Meeting, i.e. 29 June 2022 on first call or 30 June 2022 on second call
After registering and accreditation, the shareholder or representative must connect online by clicking on this link between 08.00 and 12.15.00 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 29 June 2022, the shareholders and representatives who have connected via this link on first call must connect again within the same times on second call on 30 June 2022 in order to attend the General Meeting.
VALID REQUESTS FOR INFORMATION, CLARIFICATIONS OR QUESTIONS SUBMITTED BY THE SHAREHOLDERS IN WRITING ON THE ITEMS ON THE AGENDA
