Answers to shareholder's questions

Ercros, S.A. is a public limited company, incorporated and domiciled in Spain, whose shares are admitted to official trading on the continuous market of the Barcelona, Bilbao, Madrid and Valencia stock exchanges.

Its registered office is located at Avda. Diagonal, 593-595, Barcelona.

Ercros was incorporated on 30 June 1989 as a result of the merger by absorption of S.A. Cros into Unión Explosivos Río Tinto, S.A. (ERT) and assumed all the assets of both companies.

More information in the section Historical milestones.

Ercros, S.A. is the ultimate parent company of several subsidiaries and associates, none of which has significant influence in the consolidated group (together they account for less than 3 % of consolidated revenues).

A list of the subsidiaries and associates included in the consolidated group is available in Ercros' annual report. 

You will find the composition of the board in the section Shareholders' meeting.

It is 27,430,859.70 euros and is represented by 91,436,199 shares.

You have a specific section where you can find answers to frequently asked questions about the stock.

You can also find more information in the section Stock information.

You can find these and other answers about the shareholders' meeting in the corresponding  Frequently Asked Questions section.

More information can be found in the Board of directors section.

Ercros shares are listed on the continuous market of the Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia.

In this website, in the section Share price charts.

It's ECR.

Is ES0125140A14.

0,30 euros. 

See Share capital evolution.

27,430,859.70  euros and is represented by 91,436,199  shares.

See the section Share capital evolution.

Through a financial institution (bank or investment agency) which will act as the depositary of the shares.

It can generate a capital gain (capital gain) or a capital loss (capital loss), which is determined by the difference between the sale value (minus any fees of the custodian related to the sale) and the purchase value (plus any fees of the custodian related to the purchase).

According to information available from the CNMV, at 31-12-2023, shareholders with significant holdings own, directly and indirectly, 18.48 million shares, representing 20.21% of the share capital.

This percentage includes the correction of the last capital reduction of 5.34%.

You can find out at any time whether Ercros holds treasury shares in the Treasury shares section.

The board of directors holds 6.1% of the share capital and is distributed as follows:

• The proprietary director, Joan Casas Galofré, holds 5,500,000 shares, representing 6% of the share capital.
• The Chairman and CEO, Antonio Zabalza Martí, holds 100,000 shares, representing 0.1% of the share capital.
• And the external director, Laureano Roldán Aguilar, holds 100 shares in Ercros.

Please refer to the Investor's agenda section. 

As a shareholder, you have the following rights:

• Pre-emptive subscription in new share issues that allow it.
• Attend and vote at the shareholders' meeting, for which it is necessary to hold at least 10 Ercros shares.
• Request direct and personal attention through the shareholder's office.
• Receive up-to-date information on the company.

The shareholders' office was created as the channel between the Company and the shareholders, and in particular to provide shareholders with the information they request.

The main objective of the shareholder's office is to be a communication channel for open, permanent and transparent information through which all queries, doubts or suggestions related to Ercros as a listed company, raised by shareholders and stock market agents, can be addressed.

Means of contacting the shareholders' office:

Postal address (registered office): Av. Diagonal, 595, 10th floor, 08014 Barcelona.

Telephone: +34 934 393 009 and +34 933 069 300 (working hours).

E-mail:  accionistas@ercros.es

Website www.ercros.es: shareholder's office section.

• Information on Ercros and its shares.
• Information on communications of insider information, other relevant information and periodic reports sent by Ercros to the CNMV.
• Resolution of questions and doubts, especially about the shareholders' meeting agenda from the date of the call until the meeting is held.
• To convey comments, concerns and suggestions to the company's management.

The shareholder's office personally sends information on any aspect related to the management and activity of Ercros that it provides to its shareholders and securities market agents in response to the requests that the Company disseminates on its own initiative to the market in accordance with the provisions of the corresponding legislation.

Shareholders who wish to do so may request, through the information request form, information on results, communications of insider information, other relevant information and other communications made to the market through the CNMV.

It must be held within the first six months of each year to approve the company's management previus year accounts, and to decide on the application of the result. It is called at least one month before it is held.

All shareholders may attend the general meeting physically or electronically who hold at least 10 shares registered in their name in the corresponding accounting register at least five days prior to the date on which the AGM is to be held and this is evidenced by the appropriate means in each case.

The deadline for contracting shares with the right to attend the shareholders' meeting will be indicated in the corresponding call notice.

Only shareholders holding at least 10 shares in the company may attend, although holders of fewer than 10 shares are entitled to group together to reach that number.

The venue of the AGM is indicated in each meeting call. An access map to the venue can be found in the "Shareholders' Meeting" section of this website.

No, only shareholders of the company or their representatives may attend the AGM.

Dependent persons may be accompanied, provided that the accompanying person is duly identified (ID card).

All shareholders listed on the attendance card are eligible to attend.

The call is published in: 

(a) One of the newspapers with the largest circulation in Spain.
b) The website of the CNMV (www.cnmv.es).
c) The Ercros website (www.ercros.es).

The notice of call is also published in the bulletins of the four Spanish stock exchanges, Barcelona, Bilbao, Madrid and Valencia.

In turn, the share depositories (banks or investment agencies) usually send their clients the notice of call with the agenda and the corresponding attendance, proxy and voting cards.

The shareholders' office sends the notice of call to shareholders who request it via the information request form.

Based on past experience, the AGM is usually held on the 2nd call.

To find out whether or not there was a quorum at the 1st call, you can check the sections "Shareholders' Meeting" and "Shareholders' office".

That related to the AGM in the section "Shareholders' Meeting".

Shareholders are considered to be present if they attend in person or through the forms of live participation provided for in the call to meeting.

You can consult the information in the following document.

You can go to the depositary of your shares (bank or investment agency) and request a duplicate card or, failing that, a certificate accrediting your shareholder status.

You may also obtain the attendance, proxy and remote voting card issued by Ercros:

a) By visiting the registered office (Av. Diagonal, 593-595, 10th floor, 08014 Barcelona).
b) Requesting it from the shareholder's office by telephone (+34 934 393 009/ +34 933 069 300), post (registered office) or e-mail (accionistas@ercros.es).
c) By downloading and printing the attendance, proxy and remote voting card.

You should contact your custodian to amend the incorrect information or ask for your card to be sent to our shareholder office. 

Yes, provided it is duly completed and signed. 

You may attend the AGM with it. However, if you wish to delegate or vote, you must send it by e-mail (accionistas@ercros.es) or send or deliver it to the registered office (Av. Diagonal, 593-595, 10ª pl. 08014 Barcelona). 

That it is understood that you delegate your proxy to whomever the board of directors designates in the public proxy solicitation that you make in the notice convening the AGM.

If one or more of the proxies appointed by the board of directors has a conflict of interest in voting on any of the proposals to be put to a vote at the AGM and you have not given precise voting instructions regarding such proxy, the proxy shall be granted to any of the other persons who do not have such a conflict of interest.

Yes, the shareholder's personal attendance at the AGM revokes any proxy and, possibly, any remote vote he/she may have previously cast.

Through the "Electronic voting" link provided on this website during the period set out in the notice of the AGM. To do so, you must obtain the electronic certificate issued by the Provider of Certification Services (CERES) dependent on the Spanish Mint (Fábrica Nacional de Moneda y Timbre).

As set out in each call.

The documentation is available in the "Shareholders' Meeting" section of this website as of the publication of the announcement of the call to meeting.
You may also request the free delivery to the shareholder's office.

Up to the 7th day prior to the AGM, shareholders may submit, through the shareholders' office, questions or clarifications regarding:

a) The items on the agenda.
b) The information accessible to the public that Ercros has provided to the CNMV since the previous AGM was held.
c) The auditors' report on the accounts.

You may do so if you represent at least 5% of the share capital.

The supplement may only be used to include items on the agenda, provided that these are accompanied by a justification or, as the case may be, a justified proposed resolution.

The exercise of this right must be effected by means of a reliable notification to be received at the registered office within five days of the publication of the notice of call.

The supplement to the notice of call must be published at least 15 days before the date set for the AGM.

The Ercros electronic shareholder forum is available on this website from the call to the AGM until the AGM is held. Its sole purpose is to facilitate communication between shareholders.

The forum may be used by shareholders and voluntary associations of shareholders that are validly constituted and registered.

In order to gain access, they must register as a "user" by filling in the relevant form, providing proof of their status as a shareholder or voluntary association of shareholders.

Shareholders who are legal entities or voluntary associations of shareholders must provide proof of representation of the person who intends to access the forum.

You may consult the instructions for accessing and using the forum in the regulations of the electronic shareholders' forum in the Shareholders' Meeting section.

Communications exclusively for the purpose of:

• Proposals intended to be included in the agenda, as a supplement to the notice of the AGM.
• Requests for adherence to such proposals.
• Initiatives to reach a sufficient percentage to exercise minority rights.
• Offers or requests for voluntary representation.

Yes, Ercros can veto messages that do not comply with its legal purpose.

Attend the AGM physically, by remote means or through a proxy.

Access the AGM attendance bonus policy.

Proxy and absentee voting cards not received or received after the deadline are not taken into account for the constitution of the quorum of the AGM and, consequently, the shareholder cannot exercise his/her rights or receive the attendance bonus.

The quorum is constituted by the sum of the shares of the shareholders present or represented (either by physical attendance, by postal or electronic mail, or via this website).

The AGM is validly constituted:

• In general, at 1st call, when the shareholders present or represented by proxy hold at least 25% of the subscribed voting capital; and at 2nd call, regardless of the amount of capital attending the meeting.
• To resolve on (i) the issue of bonds; (ii) the suppression or limitation of pre-emptive subscription rights for new shares; (iii) the increase or reduction of capital; (iv) the transformation, merger or spin-off; (v) the global assignment of assets and liabilities; (vi) the transfer of the company's registered office abroad; and (vii) any amendment of the articles of association, shareholders holding at least 50% of the subscribed capital with voting rights must be present or represented at the first call; and at the second call, 25% of the subscribed capital must be present or represented.

The chairman of the board of directors or, in the absence thereof, the vice-chairman, and in the absence of both, the oldest director or the director designated by the board.

In the absence of either of them, the chairmanship shall be held by the shareholder elected by the shareholders attending the meeting.

Request and be accredited to the notary with your attendance card, at the time indicated by the chairman, and wait for the chairman to give you the floor.

If you wish your speech to be recorded verbatim in the minutes of the AGM, you must give it in writing to the notary at the time of your accreditation.

With the favourable vote of the majority of the capital present and represented.

The appointment or ratification, re-election or removal of directors and amendments to the bylaws are voted on individually and separately.

The votes are counted as follows:

• For proposals for resolutions concerning items on the agenda, by a system of negative deduction.
• For motions for resolutions relating to items not on the agenda, by means of a system of positive deduction.

It is understood that he/she has availed himself/herself of the public request for proxy formulated by the board and his/her votes shall be counted in accordance with the following rule:

1. In favour of the proposed resolutions formulated by the board of directors, and
2. In the sense it considers most favourable to the interests of the shareholder represented, within the framework of the corporate interest, in the case of proposals not formulated by the board.

The same rule shall apply if he/she has given voting instructions, but such instructions are not clearly formulated.

If the proxy holder is another shareholder or a third party and does not give voting instructions, the proxy holder must vote in the way he/she considers to be in his/her best interests.

It shall be understood that the public request for representation made by the board of directors (see previous question) is accepted.

The notarial minutes are deemed to be the minutes of the meeting and are not subject to the approval of the attendees. The resolutions contained therein can be executed as of the date of their execution.

The notary ensures the identity and position of the chairman and secretary of the AGM; that the AGM is declared validly constituted; and the number of shareholders attending or represented, and their share in the capital. And he/she attests to the proposals put to the vote, the interventions and the result of the voting in the minutes of the AGM.

The appointment of the notary is the responsibility of the board of directors, and the board is obliged to do so whenever shareholders representing at least 1 % of the share capital request it five days before the meeting.

In the Financial Information section of this website.

These matters are reported in the annual corporate governance report. Audit reports can be found in the Financial Information section of this website.

On a quarterly basis, within the legally stipulated periods. Ercros announces the presentation of results in advance in the Investor's agenda.

In the Financial Information section.

In the Investor's agenda section.

In the Inside Information and Statements of Relevant Information sections.

You can also request it through:

The information request form (Download the link at the end of this text).

The shareholder's office.

By sending an email to accionistas@ercros.es.