General Shareholder’s meeting – July 2020
Live broadcast Annual General Meeting
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
