NEINOR HOMES, S.A. BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
ANNEX I - FORM
ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED
COMPANIES
PARTICULARS OF THE ISSUER
REPORTING DATE
Tax No. A- 95786562
2023
Registered office: C/ Henao 20, Bilbao
Company: NEINOR HOMES, S.A.
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED COMPANIES
A.
- OWNERSHIP STRUCTURE
A.1 Complete the following table on the share capital and attributed voting rights, including, where applicable, those corresponding to shares with loyalty voting rights, at the end of the reporting period:
Indicate whether the company's articles of association contain a provision for double loyalty voting:
Sí | No |
Date of approval at the General Shareholders' Meeting:
Minimum period of uninterrupted ownership required by the bylaws
Indicate whether the company has attributed loyalty votes:
Sí | No | ||||||||||||||||
Number of voting | Number of | Total number of | |||||||||||||||
Date of last change | rights (not including | additional voting | voting rights, | ||||||||||||||
Equity capital | Number of shares | additional votes | rights attributed | including additional | |||||||||||||
in share capital | |||||||||||||||||
attributed on the | corresponding to | votes attributed on | |||||||||||||||
basis of loyalty) | loyalty voting shares | the basis of loyalty | |||||||||||||||
19/10/2023 | 655,226,883.74 | 74,968,751 | 74,968,751 | 0 | 74,968,751 | ||||||||||||
Number of shares registered in the special share register pending completion of the loyalty period:
State whether there are different classes of shares associated with different rights:
Sí | No |
Class
Number of shares
Nominal unit price
Number of unit
voting rights
Rights and obligations
conferred
Remarks
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
A.2. Indicate the direct and indirect owners of significant shareholdings at the reporting date, including directors who have a significant shareholding:
Of the total no. of | |||||||||||||||||||||
voting rights | |||||||||||||||||||||
attributed to shares, | |||||||||||||||||||||
% voting rights attached to | % voting rights held | specify, where | |||||||||||||||||||
Name or | via financial | % total | applicable, the | ||||||||||||||||||
the shares | |||||||||||||||||||||
instruments | additional attributed | ||||||||||||||||||||
company name | voting | ||||||||||||||||||||
votes corresponding | |||||||||||||||||||||
of the shareholder | rights | ||||||||||||||||||||
to shares with loyalty | |||||||||||||||||||||
votes | |||||||||||||||||||||
Direct | Indirect | ||||||||||||||||||||
Direct | Indirect | Direct | Indirect | ||||||||||||||||||
ORION | |||||||||||||||||||||
EUROPEAN REAL | 0 | 29,517% | 0 | 0 | 29,517% | ||||||||||||||||
ESTATE FUND V, | |||||||||||||||||||||
S.L.P. | |||||||||||||||||||||
STONESHIELD | |||||||||||||||||||||
HOLDING | 0 | 25,002% | 0 | 0 | 25,002% | ||||||||||||||||
S.À.R.L. (1) | |||||||||||||||||||||
ADAR CAPITAL | 0 | 12,687% | 0 | 1,875% | 14,562% | ||||||||||||||||
PARTNERS LTD (2) | |||||||||||||||||||||
Remarks
- Pursuant to the notification of significant shareholdings of 29 August 2023, that is, prior to the reduction of the share capital of Neinor Homes, S.A. executed on 19 October 2023.
- Pursuant to the notification of significant shareholdings of 25 February 2022, that is, prior to the reductions of the share capital of Neinor Homes, S.A. executed on 30 May 2022, 22 July 2022 and 19 October 2023.
Detail of the indirect shareholding:
% of voting | Of the total no. of voting | ||||
rights attributed to shares, | |||||
rights | % of voting rights | % of total | |||
Direct | specify, where | ||||
Indirect | associated with | held through | |||
voting | applicable, the additional | ||||
shareholder's | |||||
shareholder's name | the shares | financial | |||
name | rights | attributed votes | |||
(including | instruments | ||||
corresponding to shares | |||||
loyalty votes) | with loyalty vote | ||||
ORION EUROPEAN | PYXIS V LUX S.À | ||||
REAL ESTATE FUND V, | 29,517% | 0 | 29,517% | 0 | |
R.L. | |||||
S.L.P. | |||||
STONESHIELD | |||||
STONESHIELD | SOUTHERN REAL | 25,002% | 0 | 25,002% | 0 |
HOLDING S.À.R.L. | ESTATE HOLDING | ||||
II S.À R.L. | |||||
ADAR CAPITAL | ADAR MACRO | 12,687% | 1,875% | 14,562% | 0 |
PARTNERS LTD | FUND LTD | ||||
Remarks
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
State any material changes in the shareholder structure arising during the year:
Shareholder's name | Transaction date | Description of the transaction |
Transfer and acquisition of voting rights. Reduction of | ||
COLUMBIA THREADNEEDLE | the percentage of voting rights attributed to shares | |
03/04/2023 | from 4.788% to 2.952% and increase of the | |
MANAGEMENT LIMITED | ||
percentage of voting rights through financial | ||
instruments from 0% to 0.032%. | ||
Acquisition of voting rights. Increase in the | ||
STONESHIELD HOLDING S.À.R.L. | 29/08/2023 | percentage of voting rights attributed to shares from |
22.668% to 25.002%. |
A.3. Detail, regardless of the percentage, the ownership interest at the end of the reporting period of the members of the Board of Directors who are holders of voting rights attributed to shares of the company or through financial instruments, excluding directors identified in section A.2 above:
Of the total % of voting | |||||||||||
% of voting rights | rights attributed to shares, | ||||||||||
% of voting rights | specify, where applicable, | ||||||||||
associated with the | % of | ||||||||||
held through | the % of additional | ||||||||||
shares (including loyalty | |||||||||||
Name or company | financial instruments | total | attributed votes | ||||||||
votes) | |||||||||||
name of the director | voting | corresponding to shares | |||||||||
rights | |||||||||||
with loyalty vote | |||||||||||
Direct | Indirect | Direct | Indirect | Direct | Indirect | ||||||
SEGAL, ANDREAS | 0.027% | 0.027% | |||||||||
GARCIA-EGOTXEAGA | 0.060% | 0.060% | |||||||||
VERGARA, BORJA | |||||||||||
MORENÉS BOTÍN SANZ- | 0.027% | 0.027% | |||||||||
DE SAUTUOLA, FELIPE | |||||||||||
BIRULÉS BERTRAN, | 0.003% | 0.003% | |||||||||
ANNA M. | |||||||||||
% of total voting rights held by the board of directors | 0.117% | ||||||||||
Remarks | |||||||||||
Details of indirect shareholdings:
Of the total % of | |||||
voting rights | |||||
% of voting | attributed to | ||||
Name or | rights | % of voting | shares, specify, | ||
associated | rights held | where | |||
Name or company | company | % of total | |||
with the | through | applicable, the | |||
name of the director | name of the | voting rights | |||
shares | financial | % of additional | |||
direct owner | |||||
(including | instruments | attributed votes | |||
loyalty votes) | corresponding | ||||
to shares with | |||||
loyalty vote | |||||
BIRULÉS BRETRAN, | ALTA BUSINESS | 0.003% | 0.003% | ||
ANNA M. | SERVEIS, SL | ||||
cve: BOE-A-2018-9935 Verificable en http://www.boe.es
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
Remarks
Give details of the total percentage of voting rights represented on the Board:
Total % of voting rights represented on the Board of Directors
0.117%
Remarks
A.4. Where appropriate, state any family, business, contractual or corporate relations existing between the owners of significant shareholdings, insofar as they may be known to the company, unless such relations are immaterial or are the result of ordinary business or trading activities, except for the relations reported in section A.6 below:
Related party's name
Nature of
relationship
Brief description
A.5. Where appropriate, state any business, contractual or corporate relations existing between the owners of significant shareholdings and the company and/or its group, unless such relations are immaterial or are the result of ordinary business or trading activities:
Related party's name | Nature of | Brief description |
relationship | ||
Neinor Homes, S.A. and Orion V European 24, | ||
S.á r.l., a company wholly owned indirectly by | ||
Orion European Real Estate Fund V S.L.P., | ||
have entered into an agreement to carry out, | ||
ORION EUROPEAN REAL ESTATE FUND V, | through a joint venture, residential real estate | |
Contractual | developments in Spain for build-to-sell. | |
S.L.P. | ||
The joint venture is owned 90% and 10% by | ||
Orion and Neinor, respectively. In addition, | ||
Neinor acts as delivery partner manager, | ||
supervising project design, licensing, | ||
marketing and construction. |
A.6. Describe any relations, unless immaterial to both parties, existing between significant shareholders and/or shareholders represented on the board and the directors or their representatives in the case of legal entity directors.
Where appropriate, explain how significant shareholders are represented. Specifically, identify any directors appointed to represent significant shareholders, any directors appointed at the instigation of a significant shareholder, and any directors related with a significant shareholder and/or group entity, stating the nature of the relationship.
In particular, state the existence, identity and office held by any members of the board or
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
representatives of directors of the listed company who are, in turn, members of the boards of directors, or representatives of directors of any companies owning significant shareholdings in the listed company or in any entities belonging to such significant shareholders' business groups.
Related director's | Related significant | Name of the significant | Description of relationship / | ||||||||
or representative's | |||||||||||
shareholder's name | shareholder's group entity | office | |||||||||
name | |||||||||||
ORION EUROPEAN | ORION CAPITAL MANAGERS, | ||||||||||
AREF H. LAHHAM | REAL ESTATE FUND V, | Proprietary Director | |||||||||
LLP | |||||||||||
S.L.P. | |||||||||||
ORION EUROPEAN | ORION CAPITAL MANAGERS, | ||||||||||
VAN J. STULTS | REAL ESTATE FUND V, | Proprietary Director | |||||||||
LLP | |||||||||||
S.L.P. | |||||||||||
JUAN JOSE PEPA | STONESHIELD | STONESHIELD CAPITAL | Proprietary Director | ||||||||
HOLDING S.À.R.L. | |||||||||||
FELIPE MORENÉS | STONESHIELD | STONESHIELD CAPITAL | |||||||||
BOTÍN SANZ DE | Proprietary Director | ||||||||||
HOLDING S.À.R.L. | |||||||||||
SAUTOLA | |||||||||||
Remarks
A.7. State whether the company has been notified of any shareholders' agreements affecting it pursuant to Articles 530 and 531 of the Capital Companies Law. Where appropriate, provide a brief description and list the shareholders bound by the agreement:
Sí | No |
Parties to the shareholders'
agreement
- share capital
affected
Brief description of the agreement
Termination date of the agreement, if any
Remarks
The company periodically provides training on Good Governance and Compliance to the members of the Board, paying special attention to directors' duties and responsibilities.
In addition, the Audit Committee reminds the Board of the regulatory obligations in the various matters addressed on the agenda, and when situations might arise that could give rise to doubts as to the existence of shareholders' agreements due to the existence and recurrence of concerted management between different shareholders, and the Chair of the Audit Committee asks about these issues and reminds the members of the Board of their duty to inform the company and the CNMV.
State Whether the company has knowledge of any concerted action between shareholders, describe them briefly
Sí | No | ||
Parties to concerted action | % of share | Brief description of | Termination date of the |
capital affected | the concerted action | concerted action, if any | |
cve: BOE-A-2018-9935 Verificable en http://www.boe.es
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
Remarks
State whether any shareholders' agreements or concerted actions were amended or broken off during the year, expressly indicated the arrangements concerned:
A.8. State whether there are any natural persons or legal entities who exert, or could exert, control over the company within the meaning of Article 5 of the Securities Market Law. Identify any such individuals or entities, where appropriate:
Sí | No |
Name of the individual or entity
Remarks
A.9. Complete the following tables with information about treasury shares held by the company:
At the reporting date:
Number of direct shares
473,900
Number of indirect shares
(*)
- of total share capital 0.632%
Remarks
(*) Through:
Name of the direct owner of the shareholding
Number of direct shares
Total:
Remarks
Explain any significant changes arising during the year:
Explain the significant changes
On 19 October 2023, a public deed was executed to reduce the share capital by 43,873,847.34 euros through the redemption of 5,019,891 treasury shares.
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
A.10. State the terms of the prevailing mandate granted by the General Shareholders Meeting authorizing the board of directors to issue, buy back or transfer treasury shares.
On 13 April 2022, the General Meeting of the Company authorised the Board of Directors to approve the following:
- Increase the share capital under the terms and conditions of article 297.1.b) of the Capital Companies Act, for a maximum period of five years, with the power to exclude pre-emptive subscription rights up to the limit of 20% of the share capital as established in article 506 of the Capital Companies Act.
- Issue bonds, debentures and other fixed-income securities exchangeable for and/or convertible into shares of the company, as well as warrants or other similar securities that may give the right, directly or indirectly, to subscribe or acquire shares in the company or other companies, whether or not belonging to its group, for a maximum period of five years and for an aggregate amount of 500,000,000 euros, as well as, where appropriate, the power to increase the share capital by the necessary amount with the power to exclude pre-emptive subscription rights up to a limit of 20% of the share capital and authorization for the company to guarantee fixed-income issues made by subsidiaries.
On 1 April 2020, the Annual General Meeting of the Company authorised the Board of Directors to approve the following items:
- Derivative acquisition of treasury shares directly or through group companies and for the disposal thereof.
- Forms of acquisition: acquisition by purchase, by any other "intervivos" act for valuable consideration or any other form permitted by law, including against profits for the year and/or unrestricted reserves.
- Maximum number of shares to be acquired: acquisitions may be made at any time, once or several times, provided that the own shares acquired, added to those already held by the company, do not exceed the maximum figure permitted by law.
- Price: the price or countervalue will range between (i) a minimum amount equivalent to the lower of the nominal value and the listed price on the Continuous Market at the time of acquisition reduced by 30%, and (ii) a maximum amount equivalent to the listed price on the Continuous Market at the time of acquisition increased by 30%.
- Duration of the authorisation: five years from the date of the agreement.
The shares acquired may be used for disposal or redemption, for potential corporate or business transactions, or for delivery of the shares directly to the employees or directors of the company, or as a result of the exercise of option rights held by them, in accordance with the provisions of the third paragraph of section 1.a) of article 146 of the Capital Companies Act.
-A-2018-9935 en http://www.boe.es
A.11. Estimated free float
Estimated free float
%
30.17 %
cve: BOE Verificable
Remarks
A.12. State whether there are any statutory, legislative or other restrictions on the transferability of securities and/or any restrictions on voting rights In particular, you should report the existence of any kind of restrictions that could hinder or prevent a takeover of the company by means of the acquisition of shares in the market, as well as any requirements established under applicable industry regulations for prior authorization or notification of the acquisition or transfer of financial instruments issued by the company.
Sí | No |
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
Description of restrictions
A.13. State whether the General Shareholders Meeting has resolved to adopt any anti- takeover measures in accordance with Spanish Law 6/2007.
Sí | No |
Where appropriate, explain the measures approved and the conditions under which the resulting restrictions would be lifted:
Explain the measures approved and the conditions under which they would be lifted
A.14. State whether the company has issued any securities that are not traded on a regulated market in the European Union.
Sí | No |
Where appropriate, list the different classes of shares and the rights and obligations conferred by each class of share.
List the different classes of shares
cve: BOE-A-2018-9935 Verificable en http://www.boe.es
BOLETÍN OFICIAL DEL ESTADO
Núm. 242 | Saturday, October 9, 2021 | Sec. I. Pág. 123253 |
- GENERAL MEETING
B.1. Indicate and, where applicable, detail, if there are differences with the minimum regime established in the Capital Companies Law with respect to the quorum for the constitution of the general meeting.
Sí | No | |
Different % quorum to | Different % quorum to that | |
that established in Art. | established in Art. 194, CCL for | |
193, CCL for general | the special cases of the art. 194 | |
assumptions | LSC | |
Quorum required on first call
Quorum required on second call
Description of differences
B.2. State whether there are any differences with the system for the adoption of corporate resolutions established under the Capital Companies Law, and describe said differences where appropriate:
Sí | No |
Describe any differences with the Capital Companies Law
Different qualified majority from | ||
Art. 201.2 for the cases | Other cases requiring | |
qualified majorities | ||
% established by the entity for | mentioned in Art. 194.1 of the | |
Limited Companies Act | ||
the adoption of resolutions | ||
66% | 66% | |
Description of differences
cve: BOE-A-2018-9935 Verificable en http://www.boe.es
Article 17.4 of the Regulations of the Board of Directors states that: Except where the law or the Articles of Association specifically establish other voting rules, resolutions shall be adopted by absolute majority of the directors present at the meeting. In particular, the appointment, removal and agreements to terminate of CEOs, as well as the previous approval of contracts to be entered into between the Company and directors who are given executive functions will require the favorable vote of at least two thirds of the members of the Board, with the abstention, where applicable, of the affected director. In the event of a tie, the Chairman will not have a casting vote.
The Capital Companies Law indicates that a majority vote is sufficient for the appointment or removal of the Chief Executive Officers.
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Neinor Homes SA published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2024 16:52:05 UTC.
