ANNUAL CORPORATE GOVERNANCE REPORT

2022

ANNUAL CORPORATE GOVERNANCE REPORT 2022

ANNUAL CORPORATE GOVERNANCE REPORT 2022

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ANNUAL CORPORATE GOVERNANCE REPORT 2022

ELECNOR, S.A. ANNUAL CORPORATE GOVERNANCE REPORT FOR THE 2022 FINANCIAL YEAR

In compliance with the legal obligations and based on the standard form circulated by the CNMV (Spain's National Securities Market Commission), the Board of Directors of ELECNOR, S.A. (hereinafter "Elecnor" or "the Company") has prepared this Annual Corporate Governance Report (hereinafter "the REPORT") for the financial year ended 31 December 2022.

The REPORT was approved by the Company's Board of Directors at its meeting held on 22 February 2023 and shall immediately be notified and sent to the CNMV by electronic means for its dissemination.

The REPORT shall also be made available to the shareholders upon publication of the announcement of the call to meet at the Annual General Shareholders' Meeting to decide on the approval of the Annual Financial Statements for the financial year ended 31 December 2022.

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  1. OWNERSHIP STRUCTURE

A.1 Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:

Indicate whether company's articles of association contain the provision of double loyalty voting:

Yes

No x

Date of approval at the general meeting dd/mm/yyyy

Minimum period of uninterrupted ownership required under the articles of association

Indicate whether the company has awarded votes for loyalty:

Yes

No

x

Date of last

Share capital (€)

Number

Number of

Number of additional

Total number of voting

change of

of shares

voting rights (not

attributed voting rights

rights, including additional

share capital

including additional

corresponding to shares

loyalty-attributed votes

loyalty-attributed votes)

with a loyalty vote

20/05/2009

8,700,000

87,000,000

87,000,000

Number of shares entered on the special register pending completion of the loyalty

Not applicable.

Indicate whether there are different classes of shares with different associated rights:

Yes

No x

Class

Number

Par value

Number of

Rights and

of shares

voting rights

obligations conferred

A.2 List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

Name or

% of voting rights

% of voting rights through

% of total

From the total number of voting rights

company name

attributed to the shares

financial instruments

voting rights

attributed to the shares, indicate, where

of shareholder

(including votes for loyalty)

de voto

appropriate, the additional votes attributed

corresponding to the shares with a loyalty vote

Direct

Indirect

Direct

Indirect

Direct

Indirect

CANTILES XXI, S.L.

52,759%

52,759%

FRANCISCO

3,013%

3,013%

GARCÍA PARAMÉS

ANNUAL CORPORATE GOVERNANCE REPORT 2022

Breakdown of the indirect holding:

Name or

Name or company name

% of voting

% of voting

% of total

From the total number of voting

company name

of the direct owner

rights attached

rights through

total voting

rights attributed to the shares,

of the indirect

to shares

financial

rights

indicate, where appropriate,

owner

(including votes

instruments

the additional votes attributed

for loyalty)

corresponding to the shares

with a loyalty vote

FRANCISCO

COBAS SELECCIÓN, F.I.; COBAS IBERIA, F.I.;

3,013%

3,013%

GARCÍA

COBAS RENTA, F.I.; COBAS SELECCIÓN, F.I.;

PARAMÉS

Cobas Lux SICAV: Cobas Selection Fund;

Cobas Lux SICAV: Cobas Large Cap Fund;

Cobas Mixto Global, F.P.; Cobas Global, F.P.;

AZ Multi Asset. Subfund: AZ Multi

Asset - Bestvalue; COBAS CONCENTRADOS,

F.I.L.; ALTERNATIVE FUND SICAV-SIF-COBAS

CONCENTRATED VALUE FUND; COBAS

VALUE, SICAV, S.A.

Indicate the most significant changes in the shareholder structure during the year:

On 3 June 2022, SANTANDER ASSET MANAGEMENT, S.A., SGIIC reported the loss of its status as a significant shareholder in Elecnor, S.A. to the CNMV as a result of having transferred a portion of its voting rights in the company, leaving it with an indirect holding of 2.790% in its share capital.

On the other hand, on 7 June 2022, Francisco García Paramés informed the CNMV that he had become a significant shareholder in Elecnor, S.A. after indirectly reaching over 3% of the voting rights attributed to the shares, the details of which are given in the tables above.

A.3 Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in section A.2 above:

Name or company name

% of voting rights

% of voting rights

% of total

From the total number of voting rights

of director

attributed to the

through financial

voting rights

attributed to the shares, indicate, where

shares (including

instruments

appropriate, the % of the additional

loyalty votes)

votes attributed corresponding to the

shares with a loyalty vote

Direct

Indirect

Direct

Indirect

Direct

Indirect

MR JAIME REAL DE ASÚA ARTECHE

0.036%

0.036%

MR IGNACIO PRADO REY-BALTAR

0.464%

0.464%

MR MIGUEL CERVERA EARLE

0.164%

0.004%

0.169%

MS ISABEL DUTILH CARVAJAL

0.010%

0.010%

MR JOAQUÍN GÓMEZ DE OLEA MENDARO

0.001%

0.115%

0.116%

MR CRISTÓBAL GONZÁLEZ DE AGUILAR

0.135%

0.135%

ALONSO-URQUIJO

MS IRENE HERNÁNDEZ ÁLVAREZ

0.007%

0.007%

MR JUAN LANDECHO SARABIA

0.003%

0.082%

0.085%

MR SANTIAGO LEÓN DOMECQ

0.414%

0.414%

MR RAFAEL MARTÍN DE BUSTAMANTE VEGA

0.025%

0.025%

MR MIGUEL MORENÉS GILES

1.011%

1.011%

MR RAFAEL PRADO ARANGUREN

0.148%

0.148%

MR EMILIO YBARRA AZNAR

0.011%

0.011%

Total percentage of voting rights held by the Board of Directors

2.631%

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Breakdown of the indirect holding:

Name or company name

Name or company name

% of voting

% of voting

% of total

From the total number

of director

of the direct owner

rights attributed

rights through

voting rights

of voting rights attributed

to shares

financial

to the shares, indicate,

(including

instruments

where appropriate,

loyalty votes)

the % of additional votes

attributed corresponding

to the shares with a

loyalty vote

MR MIGUEL CERVERA EARLE

MARIA DEL MAR

0.004%

0.004%

MANCA DIAZ

MR JOAQUÍN GÓMEZ DE

BARANGO, S.L.

0.115%

0.115%

OLEA MENDARO

MR JUAN LANDECHO SARABIA

SOFIA CANOSA CASTILLO

0.082%

0.082%

MR MIGUEL MORENÉS GILES

KEROW INVERSIONES, S.L.

1.011%

1.011%

List the total percentage of voting rights represented on the board:

Total percentage of voting rights held by the Board of Directors

55.379%

Observations

Cantiles XXI, S.L. holds 52.759% of Elecnor, S.A. directly and nine propietary directors represent it on the board, even though it does not have director status directly

A.4 If applicable, indicate any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, with the exception of those reported in section A.6:

Not applicable.

A.5 If applicable, indicate any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or its group, unless they are insignificant or arise in the ordinary course of business:

Not applicable.

A.6 Unless insignificant for both parties, describe the relationships that exist between significant shareholders or shareholders represented on the Board and directors or their representatives in the case of directors that are legal persons.

Explain, if applicable, how the significant shareholders are represented. Specifically, indicate those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders, or who are linked to significant shareholders and/or companies in their group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of any directors of the listed company, or their representatives, who are in turn members or representatives of members of the Board of Directors of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders:

ANNUAL CORPORATE GOVERNANCE REPORT 2022

Name or company name of related

Name or company name

Company name of the

Description of

director or representative

of related significant

group company of the

relationship/post

shareholder

significant shareholder

MR JAIME REAL DE ASÚA ARTECHE

CANTILES XXI, S.L.

DEPUTY CHAIRMAN

MR IGNACIO PRADO REY BALTAR

CANTILES XXI, S.L.

MR JOAQUÍN GÓMEZ DE OLEA Y MENDARO

CANTILES XXI, S.L.

CHAIRMAN

MR MIGUEL CERVERA EARLE

CANTILES XXI, S.L.

MR CRISTÓBAL GONZÁLEZ DE AGUILAR ALONSO-URQUIJO

CANTILES XXI, S.L.

ALTERNATE DIRECTOR

MR JUAN LANDECHO SARABIA

CANTILES XXI, S.L.

BOARD MEMBER

MR SANTIAGO LEÓN DOMECQ

CANTILES XXI, S.L.

MR MIGUEL MORENÉS GILES

CANTILES XXI, S.L.

BOARD MEMBER

MR RAFAEL PRADO ARANGUREN

CANTILES XXI, S.L.

A.7 Indicate whether the company has been notified of any shareholders' agreements that may affect it, in accordance with the provisions of Articles 530 and 531 of the Spanish Companies Act. If so, describe them briefly and list the shareholders bound by the agreement:

Yes

No x

Indicate whether the company is aware of any concerted actions among its shareholders. If so, please provide a brief description:

Yes

No x

Parties to the

% of share capital

Brief description of the

Expiry date of the concerted

concerted action

concerned

concerted action

action, if any

If any of the aforementioned agreements or the concerted actions have been amended or terminated during the year, indicate this expressly:

Not applicable.

A.8 Indicate whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Securities Market Act. If so, identify them:

Yes x

No

Name or company name

CANTILES XXI, S.L.

Observations

In accordance with the provisions of Article 42 of the Commercial Code

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Elecnor SA published this content on 27 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2023 16:43:01 UTC.