APPENDIX II
Models and statistics of the Annual Corporate
Governance Report of CNMV Circular 5/2013
MODEL APPENDIX I
ANNUAL CORPORATE GOVERNANCE REPORT
FOR LISTED COMPANIES
ISSUER'S PARTICULARS
END DATE OF REFERENCE FINANCIAL YEAR | 31/12/2020 |
TAX ID NO. (C.I.F.): A48012009
Company Name: DEOLEO, S.A.
Registered Office: CARRETERA N-IV, KM. 388, 14610 ALCOLEA, CÓRDOBA
1
ANNUAL CORPORATE GOVERNANCE REPORT FOR
LISTED COMPANIES
A. | OWNERSHIP STRUCTURE | ||||
A.1 Complete the following table on the company's share capital: | |||||
Date of last | Share capital (EUR) | Number of shares | Number of | ||
change | voting rights | ||||
24-06-20 | 1,000,008 | 500,000,004 | 500,000,004 | ||
Indicate whether there are different classes of shares carrying different rights:
Yes | No | X |
OBSERVATIONS: On 24 June 2020, a simultaneous capital reduction to zero and capital increase was registered, giving rise to the share capital and number of outstanding shares indicated above.
A.2 List the | direct and indirect | holders of significant | ownership | ||||
interests at year-end, excluding directors: | |||||||
Name or company | % of voting rights attributed to | % of voting rights through financial | |||||
shares | instruments | % of total | |||||
name of shareholder | voting rights | ||||||
Direct | Indirect | Direct | |||||
Indirect | |||||||
CVC CAPITAL | 56.96% | 56.96% | |||||
PARTNERS VI | |||||||
LIMITED | |||||||
GUILLÉN PRIETO, | 5.07% | 5.07% | |||||
JUAN RAMÓN |
Detail of indirect ownership interest:
Name or company | Name or | % of voting rights | ||
company name | % of voting rights | |||
name of indirect | through financial | % of total | ||
of direct | attributed to shares | |||
shareholder | instruments | voting rights | ||
shareholder | ||||
CVC CAPITAL | ||||
PARTNERS VI | OLE | 56.96% | 56.96% | |
LIMITED | ||||
INVESTMENTS, BV | ||||
GUILLÉN PRIETO, | ||||
JUAN RAMÓN | ACEITES DEL SUR, S.A. | 5.07% | 5.07% | |
Most significant changes
On 21 January 2020 Mao Holding announced the sale of its entire ownership interest, on 22 January 2020 Fundación Bancaria Unicaja announced that it had fallen below its 3% shareholding threshold and on 25 June 2020 CaixaBank reported that it did not have any ownership interest in the Company.
A.3 Fill out the following tables on the members of the company's
Board of Directors that hold rights over company shares:
% of voting rights | % of voting rights | % of voting rights that can be | ||||||
Name or company | attributed to shares | through financial | % of total | transferredthrough financial | ||||
instruments | voting | instruments | ||||||
name of director | ||||||||
rights | ||||||||
Direct | Indirect | Direct | Indirect | Direct | Indirect | |||
Gianluca Bolla | 0.06 | 0.06 | ||||||
Juan Ignacio Silva | ||||||||
0.03 | 0.03 | |||||||
Alcalde | ||||||||
- of total voting rights held by the Board of Directors 0.09% Observations
Detail of indirect ownership interest:
% of voting | |||||
Name or company | % of voting | % of voting rights | rights that can | ||
Name or company | % of total voting | be transferred | |||
name of direct | rights attributed | through financial | |||
name of director | rights | through financial | |||
shareholder | to shares | instruments | |||
instruments | |||||
NO DATA
Observations
A.4 Indicate, as appropriate, any relationships of a family, commercial, contractual or corporate nature existing between the holders of significant ownership interests, insofar as they are known to the company, unless they have scant relevance or arise from the ordinary course of business, except for those included in section A.6:
Name or company name of related parties | Type of relationship | Brief description | ||
ADVANTAGE SALES & MARKETING LLC - | Commercial | Product marketing, promotion and | ||
CVC CAPITAL PARTNERS VI LTD | distribution services | |||
ADVANTAGE SALES & MARKETING | Commercial | Product marketing, promotion and | ||
CANADA - CVC CAPITAL PARTNERS VI | distribution services | |||
LTD | ||||
3
TMF GROUP - CVC CAPITAL PARTNERS VI | Commercial | Administrative, accounting, tax advisory and |
LTD | payroll services | |
GAS NATURAL COMERCIALIZADORA, | Commercial | Supply of natural gas and electricity |
S.A. (NATURGY ENERGY GROUP, S.A.) - | ||
CVC CAPITAL PARTNERS VI LTD | ||
ECOVADIS SAS - CVC CAPITAL PARTNERS | Commercial | Access to the CSR online platform |
VI LTD | ||
ACEITES DEL SUR - COOSUR, S.A. - JUAN | Commercial | Purchase of raw materials and oil refining |
RAMÓN GUILLÉN PRIETO | services | |
A.5 Indicate, as appropriate, any relationships of a commercial, contractual or corporate nature existing between the holders of significant ownership interests and the company and/or the group, unless they have scant relevance or arise from the ordinary course of business:
Name or company name of related | Type of relationship | Brief description |
parties | ||
LENDERS OF THE BORROWINGS / | CONTRACTUAL | Senior Financing Agreement and Junior |
SHAREHOLDERS OF THE INVESTEE | Financing Agreement for a total amount of | |
EUR 242 million, dated 24 June 2020. | ||
A.6 Describe the relationships, unless they have scant relevance for both parties, existing between the significant shareholders or shareholders represented on the board and the directors, or their representatives in the case of directors who are legal persons.
Explain, as appropriate, how significant shareholders are represented. Specifically, indicate any directors who have been appointed on behalf of significant shareholders, those whose appointment was supported by significant shareholders, or who are related to significant shareholders and/or entities in their group, specifying the nature of such relationships. In particular, mention, as appropriate, the existence, identity and position of the board members, or representatives of board members, of the listed company, who are, in turn, members of the management body, or their representatives, in companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.
Name or | company | name of | Name or company name of | Company | name of the | Description | of |
related | director | or | related significant shareholder | significant | shareholder's | relationship/position | |
representative | group company | ||||||
NO DATA
A.7 Indicate any shareholders agreements that have been disclosed to the company pursuant to Articles 530 and 531 of the Spanish Limited Liability Companies Law. Provide a brief description of the shareholders agreements and list the shareholders bound by them, as appropriate:
Yes | No | X |
Indicate, as appropriate, any concerted action among the company's shareholders that is known to the company. Give a brief description, where applicable:
Yes | No | X |
Expressly indicate any amendment to or termination of such agreements or concerted action during the year:
A.8 Indicate whether there is any individual or legal entity that exercises, or can exercise, control over the company, in accordance with Article 5 of the Spanish Securities Market Law. If applicable, identify the individual or legal entity:
Yes | X | No |
Name or company name
CVC CAPITAL PARTNERS VI LIMITED
Observations
CVC CAPITAL PARTNERS VI LIMITED exercises control over the Company, as it indirectly holds a majority of voting rights through OLE INVESTMENTS, BV.
A.9 Fill out the following tables on the company's treasury shares:
At year-end:
Number of direct shares | Number of indirect shares (*) | Total % of share capital |
0.00 | ||
(*) Through:
Name or company name of direct shareholder
NO DATA
Total:
Number of direct shares
5
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