Ercros proposes a new remuneration policy for directors

The board of directors of Ercros has called the annual general shareholders meeting to be held, again in person, at the Mutua General de Seguros (calle Entenza, 325-335, Barcelona), on June 9 at first call and, if the quorum required is not reached, on June 10, in second call.

The call also contemplates the possibility that those shareholders who so wish to attend and participate in the general meeting by remote connection and in real time. The board will submit for the approval of the meeting the ratification of a new directors’ remuneration policy to be applicable from its approval and in the following three years, replacing the policy approved in 2019.

The new policy maintains the maximum annual total amount of the remuneration of the directors in their capacity as such at EUR 900,000 gross per year, an amount that the board considers sufficient to meet the remuneration of these directors during the approved period. In the case of the executive director, due to his senior management functions, the policy contemplates a fixed salary; a variable remuneration; payments in kind and the corresponding premium for life insurance on his behalf; the executive director does not receive any remuneration for the exercise of the supervision and board collegiate decision duties.

The board submit of the meeting a payment of EUR 21.50 million of shareholder remuneration, the highest amount ever accrued by Ercros for this concept and that represents 50% of the pay-out of the profit obtained by the company in 2021. Specifically, the board proposes the payment of a dividend of EUR 0.085 per share (except for those held in treasury), which represents a disbursement of 19% of said pay-out. If approved, the dividend would be effective on June 22.

The rest of the shareholder remuneration, equivalent to 31% of the pay-out, has been allocated to the repurchase of 4,372,048 treasury shares. In the third item of the agenda, the board proposes to the meeting the approval of a reduction of the share capital of EUR 1,311,614.40 to amortize the acquired shares, which will mean a decrease by 4.3% of the previous share capital. If this item is approved, the share capital will be set at EUR 28,979,756.70 and will be represented by 96,599,189 shares with a nominal value of EUR 0.30.

The seventh item on the agenda proposes an authorization to the board of directors so that, within a period of five years, it may acquire shares of the Company for the exclusive purposes of their redemption within the framework of the shareholder remuneration policy.

The complete notice of the meeting, the supporting reports of the board on the proposed resolutions, as well as the rest of the mandatory documentation are available on the corporate website (www.ercros.es).

Shareholders who are present or represented at the meeting will be entitled to an attendance fee equal to EUR 0.005 gross per Ercros share they hold. This fee will be paid to the shareholders, regardless of whether they attend the meeting in person or online.