Previous General Shareholders’ Meetings
Extraordinary General Shareholders Meeting December 2021
On the date of the notice of call of the Extraordinary 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 15 December 2021.
General Meeting of Shareholders will be held exclusively online, i.e. without the physical presence of shareholders or their representatives, as shareholders were warned in the notice of call.
Without prejudice to the possibility of online attendance of the General Meeting, all shareholders wishing to exercise their voting and proxy rights by means of remote communication prior to the General Meeting are recommended to do so by post or courier service or through the electronic platform enabled for this purpose on this company’s website.
In order to avoid crowds and facilitate assistance, 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, Monday to Friday (business days only), or at oficinadelaccionista@ebrofoods.es
The Company might not be able to attend any shareholders turning up without an appointment, in which case they would, whenever possible, be given an alternative time and date as soon as possible.
Furthermore, should it so deem fit in view of the circumstances, the Company may suspend the personal delivery of cards at the office in order to avoid the physical presence of shareholders at the Company’s offices. Shareholders will be informed whether this option is available when they contact the Shareholders’ Office to request an appointment.
Owing to the current situation and with a view to protecting the health of both our shareholders and the internal and external personnel who collaborate in the delivery of gifts, there will be no gift for participation at this extraordinary general meeting.
The General Meeting will be streamed live on the company’s website.
DOCUMENTS OF THE GENERAL MEETING
- Notice of call and agenda
- Proposed resolutions approved by the Board of Directors
- Report by the Board of Directors related to the resolution proposed under item one on the Agenda
- Information on personal data processing
ONLINE ATTENDANCE, PROXY AND REMOTE VOTING CARDS BY EBRO FOODS, SA.
The 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 online attendance, proxy and remote voting and which can be consulted on the Company’s website.
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
• Access to the Electronic Shareholders 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.
Users are reminded that the Electronic Shareholders' Forum is not a valid platform for participation in the Meeting.
ELECTRONIC VOTE AND PROXY
• Access to the electronic platform vote and proxy
Electronic votes and proxies will be available from 08.00 on 28 November 2021 to 17.00 on 14 December 2021.
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
• Access to the electronic platform for 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, the Rules for Online Attendance, Proxy and Remote Voting 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 28 November 2021 and 23.59 on 14 December 2021
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 28 November 2021 and 23.59 on 14 December 2021. 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. 15 December 2021 on first call or 16 December 2021 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 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 15 December 2021, the shareholders and representatives who have connected via this link on first call must connect again within the same times on second call on 16 December 2021 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
INFORMATION ON THE DEVELOPMENT OF GENERAL SHAREHOLDERS MEETING
Annual General Shareholders Meetings June 2021
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 SECOND CALL, at 12.30 on 30 June 2021.
General Meeting of Shareholders will be held exclusively online. i.e. without the physical presence of shareholders or their representatives, as shareholders were warned in the notice of call.
Without prejudice to the possibility of online attendance of the General Meeting, all shareholders wishing to exercise their voting and proxy rights by means of remote communication prior to the General Meeting are recommended to do so by post or courier service or through the electronic platform enabled for this purpose on this company’s website.
In order to avoid crowds and facilitate assistance, 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 hours from Monday to Friday, or at oficinadelaccionista@ebrofoods.es
The Company might not be able to attend any shareholders turning up without an appointment, in which case they would, whenever possible, be given an alternative time and date as soon as possible, complying with any measures that the competent authorities may adopt.
Furthermore, should it so deem fit in view of the circumstances, rules or medical recommendations in place at any time, the Company may suspend the personal delivery of cards at the office in order to avoid the physical presence of shareholders at the Company’s offices. Shareholders will be informed whether this option is available when they contact the Shareholders’ Office to request an appointment.
This year there will be no physical delivery of gifts in the office. Gifts will be sent free of charge to all shareholders who participate in the General Meeting when son so request.
The General Meeting will be streamed live on the company’s website.
DOCUMENTS OF THE GENERAL MEETING
- Notice of call and agenda
- Proposed resolutions approved by the Board of Directors
- Separate Annual Accounts 2020 and Management Report 2020 of Ebro Foods, S.A., to be submitted for approval 1.1 on the agenda
- Auditors’ Report on Separate Accounts 2020 of Ebro Foods, S.A.
- Consolidated Annual Accounts 2020 and Management Report 2020 of Ebro Foods, S.A., to be submitted for approval 1.1 on the agenda
- Auditor’s Report on Consolidated Accounts 2020 of Ebro Foods, S.A.
- Statement of Non-Financial Information 2020 and corresponding audit report, to be submitted for approval under item 1.2 on the agenda
- Annual Corporate Governance Report 2020, 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 2020
- Report by the Audit and Compliance Committee on the independence of the external auditors in respect of the audit report 2020
- 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, on the proposed appointment of Belén Barreiro Pérez-Pardo as director, contemplated in item 5.1 on the agenda
- Information on the identity, curriculum and category of Belén Barreiro Pérez-Pardo, 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, on the proposed appointment of Mercedes Costa García as director, contemplated in item 5.2 on the agenda
- Information on the identity, curriculum and category of Mercedes Costa García, in pursuance of the Corporate Enterprises Act section 518(e)
- Report by the Board of Directors supporting the proposed alteration of the Articles of Association, to be approved under item 6 on the agenda. This Report includes the full text of the proposed alterations
- Consolidated text of the Regulations of the Articles of Association with marked alterations
- Report by the Board of Directors supporting the proposed alteration of the Regulations of the General Meeting, to be approved under item 7 on the agenda. This Report includes the full text of the proposed alterations
- Consolidated text of the Regulations of the General Meeting with marked alterations
- 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 2019-2021 contemplated in item 8 on the agenda
- Consolidated text of the Directors’ Remuneration Policy 2019-2021
- 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 9 on the agenda
- Text of the Directors’ Remuneration Policy 2022-2024
- Annual Report on Directors’ Remuneration 2020, to be put to an advisory vote under item 10 on the agenda
- Report by the Board of Directors on the proposal to authorize the Board to increase the capital and to exclude preferential subscription rights, contemplated in item 11 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 14 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 2020.
- Activity report of the Nomination and Remuneration Committee for the year ended 31 December 2020.
- Information on personal data processing
ONLINE ATTENDANCE, PROXY AND REMOTE VOTING CARDS BY EBRO FOODS, SA.
The 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 online attendance, proxy and remote voting and which can be.
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
• Access to the Electronic Shareholders 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
• Access to the electronic platform vote and proxy
Electronic votes and proxies will be available from 08:00 on 1 June 2021 to 17:00 on 28 June 2021.
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
• Access to the electronic platform for 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, the Rules for Online Attendance, Proxy and Remote Voting 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 2021 and 23:59 on 28 June 2021
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 2021 and 23:59 on 28 June 2021. 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 2021 on first call or 30 June 2021 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 2021, 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 2021 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
INFORMATION ON THE DEVELOPMENT OF GENERAL SHAREHOLDERS MEETING
Extraordinary General Shareholders Meeting – December 2020
Live broadcast Annual General Meeting
On the date of the notice of call of the Extraordinary 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 Extraordinary General Meeting of Shareholders of Ebro Foods, S.A. will be held exclusively online. i.e. without the physical presence of shareholders or their representatives, as shareholders were warned in the notice of call.
As with previous general meetings, this Extraordinary General Meeting will foreseeably be held on first call, at 12.30 on 16 December 2020.
The Extraordinary General Meeting will be streamed live on the company’s website.
Owing to the special situation caused by the Covid 19 pandemic and with a view to protecting the health of both our shareholders and the internal and external personnel who collaborate in the delivery of gifts, there will be no gift for participation at this general meeting.
Before going to the office of Ebro Foods, shareholders are urged to make an appointment trough the Shareholders’ Office by telephone +34 917245267, between 09:00 - 14:00 CET, or by email oficinadelaccionista@ebrofoods.es
The Company might not be able to attend any shareholders who turn up without an appointment, in which case they would, if possible, be given an alternative date and time as soon as possible, complying with all and any measures that may be adopted by the competent authorities after the publication of this notice of call.
Furthermore, should it so deem fit in view of the circumstances, rules in place or recommendations given at any time, the Company may suspend the personal delivery of cards in order to avoid the physical presence of shareholders at the Company’s office.
Shareholders will be informed whether this option is available when they contact the Shareholders’ Office to request an appointment.
Owing to the situation of the pandemic and without prejudice to the possibility of online attendance of the General Meeting on the terms set out on the notice of call, all shareholders wishing to exercise their voting and proxy rights prior to the General Meeting are advised to do so through the electronic platforms enabled for this purpose on the corporate website www.ebrofoods.es.
DOCUMENTS OF THE GENERAL MEETING
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- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of Consejero de Alimentos y Aceites, S.A. as Director.
- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of Demetrio Carceller Arce as Director.
- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of María Carceller Arce as Director.
- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of José Ignacio Comenge Sánchez-Real as Director.
- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of Corporación Financiera Alba, S.A. as Director.
- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of Empresas Comerciales e Industriales Valencianas, S.L. as Director.
- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of Javier Fernández Alonso as Director.
- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of Grupo Tradifín, S.L. as Director.
- Reports by the Board of Directors and the Nominations and Remuneration Committee regarding the re-election of Hercalianz Investing Group, S.L. as Director.
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- Information concerning the identity, professional profile and category of Alimentos y Aceites, S.A. and its representative María Jesús Garrido Solís.
- Information concerning the identity, professional profile and category of Demetrio Carceller Arce.
- Information concerning the identity, professional profile and category of María Carceller Arce.
- Information concerning the identity, professional profile and category of José Ignacio Comenge Sánchez-Real.
- Information concerning the identity, professional profile and category of Corporación Financiera Alba, S.A. and its representative Tomás Hevia Armengol.
- Information concerning the identity, professional profile and category of Empresas Comerciales e Industriales Valencianas, S.L. and its representative Javier Gómez-Trenor Vergés.
- Information concerning the identity, professional profile and category of Javier Fernández Alonso.
- Information concerning the identity, professional profile and category of Grupo Tradifín, S.L. and its representative Blanca Hernández Rodríguez.
- Information concerning the identity, professional profile and category of Hercalianz Investing Group, S.L. and its representative Félix Hernández Callejas
MODEL ATTENDANCE, VOTING AND PROXY CARD
This model of card will only be valid if it is accompanied by the attendance card issued by the member of Iberclear at which the shareholders have deposited their shares, duly completed and signed.
ELECTRONIC SHAREHOLDER FORUM
• Access the Shareholder Electronic Forum
To register with the Forum, users must access and prove their identity and shareholder status in the form stipulated in the Regulations of the Forum and the Conditions for access, registration, use and operation.
PLATFORM FOR ELECTRONIC VOTES AND PROXIES
•Access to the platform for electronic votes and proxies
Electronic votes and proxies will be available from 27 November 2020 to 17:00 hours before the date and time of the General Meeting on first call (i.e. up to 17:00 on 15 December 2020).
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
•Access to the Online attendance platform
REGISTER AND ACCREDITATION: BETWEEN 10:00 HOURS ON 27 NOVEMBER 2020 AND 17:00 HOURS ON 15 DECEMBER 2020
Any shareholders or their representatives wishing to attend the Annual General Meeting online must register and provide their accreditation through the link between 10.00 on 27 November 2020 and 17:00 on 15 December 2020. 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.
ACCESS AND CONNECTION: BETWEEN 08:00 AND 12:15 HOURS ON THE DATE OF THE GENERAL MEETING, I.E. 16 DECEMBER 2020, ON FIRST CALL, OR 17 DECEMBER 2020, ON SECOND CALL
After registering and accreditation, the shareholder or representative must connect online by clicking on the link between 08.00 and 12.15 on the date of the General Meeting. Only 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 16 December, the shareholders and representatives who have connected via this link on first call must connect again within the same times on second call (17 December) 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
INFORMATION ON THE DEVELOPMENT OF EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
General Shareholder's Meeting - July 2020
The Annual General Meeting of Shareholders will be held exclusively online, i.e. without the physical presence of shareholders or their representatives, as shareholders were warned in the notice of call.
Before going to the office of Ebro Foods, shareholders are urged to make an appointment through the Shareholders’ Office (telephone: +34917245267 / e-mail: oficinadelaccionista@ebrofoods.es). The Company may be unable to attend any shareholder who turn up without an appointment, in which case they would be given an appointment for an alternative time and date. Should it so deem fit in view of the circumstances, rules in place or medical recommendations given at any time, the Company may suspend the personal delivery of cards at the company’s offices in order to avoid the physical presence of shareholders at those offices. Shareholders will be informed whether this option is available when they contact the Shareholders’ Office to request an appointment.This year there will be no physical delivery of gifts to the shareholders who visit the registered office to exercise their voting or proxy right or those who attend the Annual General Meeting in person (if this is possible). Therefore, gifts will be sent free of charge to all shareholders who so request when they exercise their voting or proxy rights by post or electronically or attend the meeting (in person or online), provided they give the company the necessary contact details. This year, the company offers the possibility of online attendance of the Annual General Meeting on the terms set out in the notice of call and the rules for postal and electronic votes and proxies and online attendance. This notwithstanding , the Company recommends all shareholders wishing to exercise their voting and proxy rights prior to the Annual General Meeting to do so by post, courier service or by the electronic means indicated in the notice of call.
The Annual General Meeting will be streamed live on the company’s website.
JUST AS IN PREVIOUS YEARS, THIS GENERAL MEETING WILL FORESEEABLY BE HELD ON FIRST CALL, AT 11.00 ON 29 JULY 2020.
NOTICE OF CALL AND AGENDA
SUPPLEMENT TO THE NOTICE OF CALL
FULL TEXTS OF THE PROPOSED RESOLUTIONS AND GENERAL DOCUMENTS OF THE GENERAL MEETING
- Proposed resolutions approved by the Board of Directors
- Separate Annual Accounts 2019 and Management Report 2019 of Ebro Foods, S.A., to be submitted for approval 1.1 on the agenda
- Auditors’ Report on Separate Accounts 2019 of Ebro Foods, S.A.
- Consolidated Annual Accounts 2019 and Management Report 2019 of Ebro Foods, S.A., to be submitted for approval 1.1 on the agenda
- Auditor’s Report on Consolidated Accounts 2019 of Ebro Foods, S.A.
- Statement of Non-Financial Information 2019 and corresponding audit report, to be submitted for approval under item 1.2 on the agenda
- Annual Corporate Governance Report 2019, 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 2019
- Report by the Audit and Compliance Committee on the independence of the external auditors in respect of the audit report 2019
- Report by the Board of Directors (with annexed report by the Nomination and Remuneration Committee), issued pursuant to the Corporate Enterprises Act section 529 decies on the proposed appointment of Javier Fernández Alonso as director, contemplated in item 5.2 on the agenda
- Information on the identity, curriculum and category of Javier Fernández Alonso, 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 2019-2021 contemplated in item six on the agenda
- Consolidated text of the Directors’ Remuneration Policy 2019-2021
- Annual Report on Directors’ Remuneration 2019, to be put to an advisory vote under item seven on the agenda
- Report by the Board of Directors supporting the proposed alteration of the Articles of Association to include a new Article 17 bis, to be approved under item nine on the agenda, including the full text of the proposed alteration
- Report by the Board of Directors supporting the proposed amendment of the Regulations of the General Meeting to include a new Article 13 ter, to be approved under item ten on the agenda, including the full text of the proposed amendment
- Report by the Board of Directors on the authorisation of the Board, with the power to sub-delegate, to trade in own shares and, if appropriate, reduce the capital, and delegation of powers to implement this authorisation, to be submitted for approval under item twelve on the agenda
- Report by the Audit and Compliance Committee on its procedure and activities in 2019
- Report by the Nomination and Remuneration Committee on its procedure and activities in 2019
MODEL ATTENDANCE, VOTING AND PROXY CARD
ELECTRONIC SHAREHOLDER FORUM
• Access the Shareholder Electronic Forum
To register with the Forum, users must access and prove their identity and shareholder status in the form stipulated in the Regulations of the Forum and the Conditions for access, registration, use and operation.
PLATFORM FOR ELECTRONIC VOTES AND PROXIES
•Access to the platform for electronic votes and proxies
Electronic votes and proxies will be available from 15 July 2020 to 24 hours before the date and time of the General Meeting on first call (i.e. up to 11:00 on 28 July 2020).
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
•Access to the Online attendance platform
REGISTRATION AND ACCREDITATION: Between 10.00 on 15 July 2020 and 23.59 on 28 July 2020
Any shareholders or their representatives wishing to attend the Annual General Meeting online must register and provide their accreditation through this link between 10.00 on 15 July 2020 and 23.59 on 28 July 2020. 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.
ACCESS AND CONNECTION: Between 08.00 and 11.00 on the date of the Annual General Meeting, i.e. 29 July 2020 on first call or 30 July 2020 on second call
After registering and accreditation, the shareholder or representative must connect online by clicking on this link between 08.00 and 11.00 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 July, the shareholders and representatives who have connected via this link on first call must connect again within the same times on second call 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
INFORMATION ON THE DEVELOPMENT OF GENERAL SHAREHOLDERS MEETING
General Shareholder's Meeting 2019
AGENDA
ANNUAL GENERAL MEETING INFORMATION
- Proposed resolutions laid before the shareholders of Ebro Foods, S.A. at its Annual General Meeting
- Individual Annual Accounts & Directors’ Report of Ebro Foods, S.A. 2018
- Auditors’ Report on the 2018 Accounts of Ebro Foods, S.A.
- Consolidated Annual Accounts & Directors’ Report of Ebro Foods, S.A. 2018
- Auditors’ Report on the 2018 Consolidated Accounts of Ebro Foods, S.A.
- Non Financial Statements of Ebro Foods, S.A. 2018 with the verification Report, which will be submitted to a separate vote under item One on the Agenda
- Annual Report on Corporate Governance 2018 with the Auditors' Report on the FRICS
- Disclaimer by the Directors of Ebro Foods, S.A. regarding the contents of the Annual Financial Report 2018
- Audit and Compliance Committee Report on the independence of the auditors 2018
- Reports by the Board of Directors and Nomination and Remuneration Committee, pursuant to section 529 decies of the Corporate Enterprises Act, on the motions for re-election and appointment of Pedro Antonio Zorrero Camas as Director
- Information concerning the identity, professional profile and category of Pedro Zorrero Camas, pursuant to section 518. e) of the Corporate Enterprises Act
- Report by the Directors of Ebro Foods, S.A. justifying the motion to alter the Article 22 of Association, included in item Six on the Agenda, which includes the full text of the proposed amendment
- Text of the Regulations of the Board following the modification of its Article 41 agreed by the Board
- Proposal by the Board and Report by the Nomination and Remuneration Committee of the Board, pursuant to section 529 novodecies of the Corporate Enterprises Act, on the motion for modify of the Director's Remuneration Policy for 2019-2021, under item Seven on the Agenda
- Text of the Director's Remuneration Policy for 2019-2021
- Annual Report on Remuneration of the Directors of Ebro Foods, S.A. 2018
- Annual Activity Report of the Audit and Compliance Committee of Ebro Foods, S.A. 2018
- Annual Activity Report of the Nomination and Remuneration Committee of Ebro Foods, S.A. 2018
ATTENDANCE CARD, POSTAL VOTE AND PROXY
ELECTRONIC SHAREHOLDER FORUM
• Access 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
The electronic vote and proxy will be available from 3 May 2019 to 24 hours before the date and time of the General Meeting on first call.
It is essential to prove shareholders' status as such by attaching to the corresponding form a pdf copy of the attendance card issued by the member of Iberclear at which they have deposited their shares, duly signed. Moreover, corporate shareholders must attach to the form pdf copies of the documents evidencing the powers of attorney of the individuals voting on their behalf.
The validity of the electronic votes and proxies will be subject to confirmation by the Company, using the means available, of the information provided by shareholder.
VALID WRITTEN QUESTION/REQUESTS FROM SHAREHOLDERS FOR INFORMATION OR EXPLANATIONS REGARDING ITEMS ON THE AGENDA
INFORMATION ON THE DEVELOPMENT OF GENERAL SHAREHOLDERS MEETING
- QUORUM
- Resolutions Approved
- Voting Results- Annual General Meeting of Shareholders Ebro Foods, S.A. June 4, 2018
General Shareholder's Meeting 2018
AGENDA
ANNUAL GENERAL MEETING INFORMATION
- Proposed resolutions laid before the shareholders of Ebro Foods, S.A. at its Annual General Meeting
- Individual Annual Accounts & Directors’ Report of Ebro Foods, S.A. 2017
- Auditors’ Report on the 2017 Accounts of Ebro Foods, S.A.
- Consolidated Annual Accounts & Directors’ Report of Ebro Foods, S.A. 2017
- Auditors’ Report on the 2017 Consolidated Accounts of Ebro Foods, S.A.
- Annual Report on Corporate Governance 2017 with the Auditors' Report on the FRICS
- Disclaimer by the Directors of Ebro Foods, S.A. regarding the contents of the Annual Financial Report 2017
- Audit and Compliance Committee Report on the independence of the auditors
- Reports by the Board of Directors and Nomination and Remuneration Committee, pursuant to section 529 decies of the Corporate Enterprises Act, on the motions for ratification and re-election and/or appointment of Directors, with a separate, individual vote for each Director, under item Five on the Agenda:
- Reports regarding Corporación Financiera Alba, S.A.
- Reports regarding María Carceller Arce
- Reports regarding Antonio Hernández Callejas
- Reports regarding Demetrio Carceller Arce
- Reports regarding Alimentos y Aceites, S.A.
- Reports regarding Fernando Castelló Clemente
- Reports regarding José Ignacio Comenge Sánchez-Real
- Reports regarding Empresas Comerciales e Industriales Valencianas, S.L.
- Information concerning the identity, professional profile and category of the Directors whose ratification, re-election and/or appointment are proposed under item Five on the Agenda, pursuant to section 518. e) of the Corporate Enterprises Act.
- Annual Report on Remuneration of the Directors of Ebro Foods, S.A. 2017
- Director's Remuneration Policy for 2019, 2020 and 2021
- Report by the Nomination and Remuneration Committee of the Board pursuant to section 529 novodecies of the Corporate Enterprises Act, on the motion for approval of the Directors' Remuneration Policy for 2019-2021, under item Eight on the Agenda
- Annual Activity Report of the Audit and Compliance Committee of Ebro Foods, S.A. 2017
- Annual Activity Report of the Nomination and Remuneration Committee of Ebro Foods, S.A. 2017
ATTENDANCE CARD, POSTAL VOTE AND PROXY
ELECTRONIC SHAREHOLDER FORUM
Access 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
Rules for postal and electronic votes and proxies
The electronic vote and proxy will be available from 4 May 2018 to 24 hours before the date and time of the General Meeting on first call.
It is essential to prove shareholders' status as such by attaching to the corresponding form a pdf copy of the attendance card issued by the member of Iberclear at which they have deposited their shares, signed by hand. Moreover, corporate shareholders must attach to the form pdf copies of the documents evidencing the powers of attorney of the individuals voting on their behalf.
The validity of the electronic votes and proxies will be subject to confirmation by the Company, using the means available, of the information provided by shareholder.
VALID WRITTEN QUESTION/REQUESTS FROM SHAREHOLDERS FOR INFORMATION OR EXPLANATIONS REGARDING ITEMS ON THE AGENDA
INFORMATION ON THE DEVELOPMENT OF GENERAL SHAREHOLDERS MEETING
- QUORUM
- Resolutions Approved by the Annual General Meeting 2018
- Voting Results- Annual General Meeting of Shareholders Ebro Foods, S.A. June 5, 2018
General Shareholder's Meeting 2017
AGENDA
ANNUAL GENERAL MEETING INFORMATION
- Proposed resolutions laid before the shareholders of Ebro Foods, S.A. at its Annual General Meeting
- Individual Annual Accounts & Directors’ Report of Ebro Foods, S.A. 2016
- Auditors’ Report on the 2016 Accounts of Ebro Foods, S.A.
- Consolidated Annual Accounts & Directors’ Report of Ebro Foods, S.A. 2016
- Auditors’ Report on the 2016 Consolidated Accounts of Ebro Foods, S.A.
- Disclaimer by the Directors of Ebro Foods, S.A. regarding the contents of the Annual Financial Report 2016
- Reports by the Nomination and Remuneration Committee of the Board, pursuant to section 529 decies of the Corporate Enterprises Act, on the motions for ratification and re-election of directors under Item Six on the agenda:
- Report Nomination and Remuneration Committee – Belén Barreiro Pérez-Pardo
- Report Nomination and Remuneration Committee – Grupo Tradifín, S.L.
- Report Nomination and Remuneration Committee – Hercalianz Investing Group, S.L.
- Report Nomination and Remuneration Committee – Javier Fernández Alonso
- Report Nomination and Remuneration Committee – Mercedes Costa García
- Report Directors – Belén Barreiro Pérez-Pardo
- Report Directors – Grupo Tradifín, S.L.
- Report Directors – Hercalianz Investing Group, S.L.
- Report Directors – Javier Fernández Alonso
- Report Directors – Mercedes Costa García
- Report by the Directors of Ebro Foods, S.A. justifying the motion to alter the Articles of Association, included in item Seven on the Agenda
- Text of the Regulations of the Board following the modification agreed by the Board
- Annual Report on Corporate Governance 2016
- Annual Report on Remuneration of the Directors of Ebro Foods, S.A. 2016
- Audit and Compliance Committee Report on the independence of the auditors
- Annual Activity Report of the Audit and Compliance Committee of Ebro Foods, S.A. 2016
- Annual Activity Report of the Nomination and Remuneration Committee of Ebro Foods, S.A. 2016
ATTENDANCE CARD, POSTAL VOTE AND PROXY
ELECTRONIC SHAREHOLDER FORUM
Access the Shareholder Electronic Forum
- Regulations of the electronic shareholder forum of Ebro Foods, S.A.
- 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 voting and proxy
The validity of the delegations and votes cast through this application will be subject to confirmation by the company, using the means available, of the information provided by shareholder.
VALID WRITTEN QUESTION/REQUESTS FROM SHAREHOLDERS FOR INFORMATION OR EXPLANATIONS REGARDING ITEMS ON THE AGENDA
INFORMATION ON THE DEVELOPMENT OF GENERAL SHAREHOLDERS MEETING
- Resolutions Approved by the Annual General Meeting 2017
- Voting Results- Annual General Meeting of Shareholders Ebro Foods, S.A. held on 2nd Call June 1, 2017
- QUORUM
General Shareholder's Meeting 2016
AGENDA
ANNUAL GENERAL MEETING INFORMATION
- Proposed resolutions laid before the shareholders of Ebro Foods, S.A. at its Annual General Meeting
- Report by the Directors of Ebro Foods, S.A. to the Annual General Meeting called for 31 May 2016 on first call and 1 June 2016 on second call, justifying the motion to authorise the Board of Directors to increase the capital, with the power to suppress shareholders' preferential subscription rights, included in item Nine of the agenda
- Report of the Nomination and Remuneration Committee of Ebro Foods, S.A. for the year ended 31 December 2015
- Report on the independence od the auditors
- Annual Report on Corporate Governance 2015
- Annual Report on remuneration of the directors of listed companies 2015
- Report of the Audit and Compliance Committee of Ebro Foods, S.A. for the year ended 31 December 2015
ATTENDANCE CARD, POSTAL VOTE AND PROXY
ELECTRONIC SHAREHOLDER FORUM
Access the Shareholder Electronic Forum
- Regulations of the electronic shareholder forum of Ebro Foods, S.A.
- 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 voting and proxy
The validity of the delegations and votes cast through this application will be subject to confirmation by the company, using the means available, of the information provided by shareholder.
VALID WRITTEN QUESTION/REQUESTS FROM SHAREHOLDERS FOR INFORMATION OR EXPLANATIONS REGARDING ITEMS ON THE AGENDA
INFORMATION ON THE DEVELOPMENT OF GENERAL SHAREHOLDERS MEETING
- Resolutions Approved by the Annual General Meeting 2016
- Voting Results- Annual General Meeting of Shareholders Ebro Foods, S.A. held on 2nd Call June 1, 2016
- QUORUM
General Shareholders' Meeting 2015
- Agenda
- Attendance
- Rules for electronic votes and proxies, adopted by the Board of Directors of Ebro Foods, S.A. for the Annual General Meeting 2015
- Regulations of the electronic shareholder forum of Ebro Foods, S.A.
- Conditions for access and use of the shareholder electronic forum
- Proposed resolutions laid before the shareholders of Ebro Foods, S.A. at its Annual General Meeting
- Report by the directors of Ebro Foods, S.A. to the Annual General Meeting called for 2 June 2015 on first call and 3 June 2015 on second call, justifying the motion to alter the articles of association, included in item five on the agenda
- Report by the directors of Ebro Foods, S.A. to the Annual General Meeting called for 2 June 2015 on first call and 3 June 2015 on second call, justifying the motion to alter the regulations of the General Meeting, included in item six on the agenda
- Regulations of the Board of Directors currently in force
- Resolutions approved by the Annual General Meeting
- QUORUM
General Shareholders' Meeting 2014
- Agenda
- Attendance
- Rules for Postal Votes and Proxies, adopted by the Board of Directors of Ebro Foods, S.A. for the Annual General Meeting 2014
- Conditions for Access, Registration, Use and Operation of the Shareholder Electronic Forum
- Proposed resolutions laid before the shareholders of Ebro Foods, S.A. at its Annual General Meeting
- Resolutions passed at the Annual General Meeting of Shareholders held on 4 June 2014
- Quorum and composition of the AGM of 4 June 2014
General Shareholders' Meeting 2013
- Agenda
- Rules for Postal Votes and Proxies, adopted by the Board of Directors of Ebro Foods, S.A. for the Annual General Meeting 2013
- Regulations of the Electronic Shareholder Forum
- Conditions for Access, Registration, Use and Operation of the Shareholder Electronic Forum
- Proposed resolutions laid before the shareholders of Ebro Foods, S.A. at its Annual General Meeting
General Shareholders' Meeting 2012
- Agenda
- Proposed resolutions laid before the Shareholders of Ebro Foods S.A. at its Annual General Meeting
General Shareholders' Meeting 2011
- Agenda
- Attendance
- Rules for postal vote and proxies, adopted by the Board of Directors of Ebro Foods, S.A. for the Annual General Meeting 2011
- ELECTRONIC SHAREHOLDER FORUM
- DOCUMENTS FOR THE ANNUAL GENERAL MEETING
