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.
