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