DETAILS OF ISSUER
Year Ended:
31/12/2024
Tax Registration Number: Name:
EBRO FOODS, S.A.
Registered Office:
A47412333
PASEO DE LA CASTELLANA 20 - 3RD FLOOR - 28046 MADRID
A. OWNERSHIP STRUCTURE
A.1.
Complete the following table on the capital of the company and voting rights including loyalty shares, if any, at year end: State whether the articles of association contemplate loyalty shares:
[ ]
[ √]
Yes No
Date latest modification | Capital (€) | Number of shares | Number of voting rights |
27/02/2002 | 92,319,235.00 | 153,865,392 | 153,865,392 |
Indicate whether there are different classes of shares with different associated rights:
[ ]
[ √]
Yes No
A.2.
Give details on the direct and indirect holders of significant interests in your company at year-end, including directors with significant holdings:
Name of shareholder | % voting rights attributed to the shares | % voting rights through financial instruments | Interest / total voting rights (%) | ||
Direct | Indirect | Direct | Indirect | ||
CORPORACIÓN FINANCIERA ALBA, S.A. | 14.52 | 0.00 | 0.00 | 0.00 | 14.52 |
CORPORACIÓN ECONÓMICA DELTA, S.A. | 11.73 | 0.00 | 0.00 | 0.00 | 11.73 |
SOCIEDAD ANÓNIMA DAMM | 0.00 | 11.73 | 0.00 | 0.00 | 11.73 |
ALIMENTOS Y ACEITES, S.A. | 10.36 | 0.00 | 0.00 | 0.00 | 10.36 |
SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES | 0.00 | 10.36 | 0.00 | 0.00 | 10.36 |
HERCALIANZ INVESTING GROUP, S.A. | 9.71 | 0.00 | 0.00 | 0.00 | 9. 17 |
GRUPO TRADIFÍN, S.L. | 8.30 | 0.00 | 0.00 | 0.00 | 8.29 |
EMPRESAS COMERCIALES E INDUSTRIALES VALENCIANAS, S.L. | 7.83 | 0.00 | 0.00 | 0.00 | 7.83 |
JOSÉ IGNACIO COMENGE SÁNCHEZ-REAL | 0.00 | 5.52 | 0.00 | 0.00 | 5.53 |
MENDIBEA 2002, S.L. | 5.52 | 0.00 | 0.00 | 0.00 | 5.52 |
ARTEMIS INVESTMENT MANAGEMENT, LLP | 0.00 | 3.66 | 0.00 | 0.00 | 3.66 |
Details of indirect holdings:
Name of indirect holder | Name of direct holder | % voting rights attributed to the shares | % voting rights through financial instruments | Interest / total voting rights (%) |
No details |
Indicate the principal movements in the shareholding structure during the year:
Most significant movements
There were no significant movements in the shareholding structure during 2024.
A.3.
State, regardless of the percentage, the percentage of voting rights held by board members in the company attributed to shares or through financial instruments, excluding the directors named in section A.2 above:
Name of director | % voting rights attributed to shares (including loyalty shares) | % voting rights through financial instruments | % total voting rights | Of the total % of voting rights attributed to shares, state where appropriate the % of attributed additional votes corresponding to loyalty shares | |||
Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
ANTONIO HERNÁNDEZ CALLEJAS | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
DEMETRIO CARCELLER ARCE | 0.01 | 0.13 | 0.00 | 0.00 | 0.14 | 0.00 | 0.00 |
MARÍA CARCELLER ARCE | 0.04 | 0.00 | 0.00 | 0.00 | 0.05 | 0.00 | 0.00 |
MERCEDES COSTA GARCÍA | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
FÉLIX HERNÁNDEZ CALLEJAS | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
MARÍA BLANCA HERNÁNDEZ RODRÍGUEZ | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
Total % of voting rights held by board members | 28.06 |
See Explanatory Note Three in section H of this Report.
Details of indirect holdings:
Name of director | Name of direct holder | % voting rights attributed to shares (including loyalty shares) | % voting rights | Of the total % of voting rights attributed to shares, state where appropriate the % of attributed additional votes corresponding to loyalty shares | |
through financial instruments | % total voting rights | ||||
DEMETRIO CARCELLER ARCE | INVERSIONES LAS PARRAS DE CASTELLOTE, S.L. | 0.13 | 0.00 | 0. 00 | 0.00 |
MARÍA CARCELLER ARCE | MAHOGANYSEPPL, S.L. | 0.00 | 0.00 | 0.00 | 0.00 |
appropriate the % of
Total percentage of voting rights represented on the board:
Total % of voting rights represented on the board | 68.15 |
A.4.
Indicate family, commercial, contractual or corporate relationships among significant shareholders known to the company, if any, save any that are insignificant or deriving from ordinary commercial business, except those reported in A.6:
Name of related party | Type of relationship | Brief description |
SOCIEDAD ANÓNIMA DAMM, CORPORACIÓN ECONÓMICA DELTA, S.A. | Corporate | Sociedad Anónima Damm holds a direct interest of 99.99% in Corporación Económica Delta, S.A. |
SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES, ALIMENTOS Y ACEITES, S.A. | Corporate | Sociedad Estatal de Participaciones Industriales ("SEPI") holds a direct interest of 91.96% in Alimentos y Aceites, S.A. |
GRUPO TRADIFÍN, S.A., HERCALIANZ INVESTING GROUP, S.L. | Corporate | Grupo Tradifín, S.L. and Hercalianz Investing Group, S.L. hold a direct interest of 50% each in Instituto Hispánico del Arroz, S.A., in which both companies hold office as Managing Director |
A.5.
Describe the commercial, contractual or corporate relationships between significant shareholders and the company and/or its group, if any, except any that are insignificant and those deriving from ordinary commercial business:
Name of related party | Type of relationship | Brief description |
SOCIEDAD ANÓNIMA DAMM | Commercial | During 2024, Herba Ricemills, S.L.U. (a subsidiary of the Ebro Foods Group) entered into different commercial transactions with subsidiaries of the significant shareholder Sociedad Anónima Damm, for the sale of rice and rice by-products on arm's length terms. See in this respect the information on related party transactions in section D.2 of this Report. |
GRUPO TRADIFÍN, S.L. | Commercial | During 2024, several subsidiaries of the Ebro Foods Group entered into commercial transactions (mainly purchases and sales of rice) on arm's length terms with the significant shareholder Grupo Tradifín, S.L. and related parties. See in this respect the information on related party transactions and comments set out in section D.2 of this Report. |
GRUPO TRADIFÍN, S.L. | Contractual | During 2024, several subsidiaries of the Ebro Foods Group entered into contractual transactions (mainly services rendered and received) on arm's length terms with the significant shareholder Grupo Tradifín, S.L. and related parties. See in this respect the information on related party transactions and comments set out in section D.2 of this Report. |
HERCALIANZ INVESTING GROUP, S.L. | Commercial | During 2024, several subsidiaries of the Ebro Foods Group entered into commercial transactions (mainly purchases and sales of rice) on arm's length terms with the significant shareholder Hercalianz Investing Group, S.L. and related parties. See in this respect the information on related party transactions and comments set out in section D.2 of this Report. |
HERCALIANZ INVESTING GROUP, S.L. | Contractual | During 2024, several subsidiaries of the Ebro Foods Group entered into contractual transactions (mainly services rendered and received) on arm's length terms with the significant shareholder Hercalianz Investing Group, S.L. and related parties. See in this respect the information on related party transactions and comments set out in section D.2 of this Report. |
, several subsidiaries of the Ebro Foods Group entered into contractual transactions (mainly
A.6.
Describe the relationships, save any that are insignificant for both parties, between the significant shareholders or those represented on the board and the directors, or their representatives in the case of corporate directors.
Explain how the significant shareholders are represented, where appropriate. Indicate specifically any directors appointed on behalf of significant shareholders, those whose appointments have been promoted by significant shareholders or who are related to significant shareholders and/or companies in their respective groups, specifying the nature of those relationships. In particular, indicate the existence, identity and office of board members or representatives of directors of the listed company, if any, who are also directors or representatives of directors in companies holding significant interests in the listed company or in companies of its group:
Name of related director or representative | Name of related significant shareholder | Name of company in the significant shareholder's group | Description of relationship/office |
DEMETRIO CARCELLER ARCE | CORPORACIÓN ECONÓMICA DELTA, S.A. | SOCIEDAD ANÓNIMA DAMM | Corporate relationship. Demetrio Carceller Arce is a proprietary director of Corporación Económica Delta, S.A., in which Sociedad Anónima Damm has a direct interest of 99.99%. Mr Carceller Arce has an indirect interest in Corporación Económica Delta, S.A. through Sociedad Anónima Damm, in which he has a direct interest of 0.06% interest and an indirect interest of 1.11%, through Inversiones Las Parras de Castellote, S.L. He is Executive Chairman of the Board of Sociedad Anónima Damm and other companies related with Damm. In Corporación Económica Delta, S.A. he represents the corporate director and Chairman of the Board Beachlake Inversiones Mobiliarias, S.L. See section C.1.11 of this Report. |
ALEJANDRA OLARRA ICAZA | CORPORACIÓN FINANCIERA ALBA, S.A. | CORPORACIÓN FINANCIERA ALBA, S.A. | Employment relationship. Alejandra Olarra Icaza represents the corporate proprietary director and significant shareholder Corporación Financiera Alba, S.A. on the Board of Directors of Ebro Foods, S.A. Ms Olarra Icaza has an employment relationship with Corporación Financiera Alba, S.A. See section C.1.11 of this Report. |
JAVIER GÓMEZ-TRENOR VERGÉS | EMPRESAS COMERCIALES E INDUSTRIALES VALENCIANAS, S.L. | EMPRESAS COMERCIALES E INDUSTRIALES VALENCIANAS, S.L. | Corporate relationship. Javier Gómez-Trenor Vergés represents the corporate proprietary director and significant shareholder Empresas Comerciales e Industriales Valencianas, S.L. on the Board of Directors of Ebro Foods, S.A. Javier Gómez-Trenor Vergés has an indirect interest of 12.494% in Empresas Comerciales e Industriales Valencianas, S.L. through Inversiones Caspatró, S.L., in which he holds a direct interest of 50.056%. Mr Gómez-Trenor Vergés represents the corporate director and Chairman of the Board of Empresas Comerciales e Industriales Valencianas, S.L. Cultivos Valencia, S.A. and holds other positions in some companies related with Empresas Comerciales e Industriales Valencianas, S.L. See section C.1.11 of this Report. |
MARÍA BLANCA HERNÁNDEZ RODRÍGUEZ | GRUPO TRADIFÍN, S.L. | GRUPO TRADIFÍN, S.L. | Corporate relationship. Blanca Hernández Rodríguez represents the corporate proprietary director and significant shareholder Grupo Tradifín, S.L., in which she has a direct interest of 33.25% and is Managing Director. She also holds other positions on the boards of companies related with Grupo Tradifín, S.L. See section C.1.11 of this Report. |
ANTONIO HERNÁNDEZ CALLEJAS | HERCALIANZ INVESTING GROUP, S.L. | HERCALIANZ INVESTING GROUP, S.L. | Corporate relationship. Antonio Hernández Callejas has a direct interest of 28.67% in Hercalianz Investing Group, S.L. He does not hold any office in that company. See section C.1.11 of this Report. |
FÉLIX HERNÁNDEZ CALLEJAS | HERCALIANZ INVESTING GROUP, S.L. | HERCALIANZ INVESTING GROUP, S.L. | Corporate relationship. Félix Hernández Callejas is a director nominated by the significant shareholder Hercalianz Investing Group, S.L., in which he holds a direct interest of 28.67%. He does not hold any office in that company, but he does hold positions on the boards of companies related with Hercalianz Investing Group, S.L. See section C.1.11 of this Report. |
MARÍA CARCELLER ARCE | CORPORACIÓN ECONÓMICA DELTA, S.A. | SOCIEDAD ANÓNIMA DAMM | Corporate relationship. María Carceller Arce is a proprietary director of Corporación Económica Delta, S.A., in which Sociedad Anónima Damm has a direct interest of 99.99%. Ms Carceller Arce has a 0.05% direct interest in Sociedad Anónima Damm and represents the director Seegrund B.V. on the Boards of Directors of Corporación Económica Delta, S.A. and Sociedad Anónima Damm. See section C.1.11 of this Report. |
JOSE IGNACIO COMENGE SÁNCHEZ-REAL | MENDIBEA 2002, S.L. | MENDIBEA 2002, S.L. | Corporate relationship. José Ignacio Comenge Sánchez-Real is a proprietary director and significant shareholder through Mendibea 2002, S.L., which is the direct holder of the significant indirect interest held by Mr Comenge Sánchez-Real in Ebro Foods, S.A. Mr Comenge Sánchez-Real holds an indirect interest of 73% in Mendibea 2002, S.L. He also has corporate relationships with companies related with Empresas Comerciales e Industriales Valencianas, S.A. See section C.1.11 of this Report. |
JORDI XUCLÀ COSTA | ALIMENTOS Y ACEITES, S.A. | SOCIEDAD ESTATAL DE PARTICIPACIONES INDUSTRIALES | Jordi Xuclà Costa is a proprietary director of the significant shareholder Alimentos y Aceites, S.A., in which Sociedad Estatal de Participaciones Industriales has a direct interest of 91.963%. Mr Xuclà does not have any significant relationship with Alimentos y Aceites, S.A. or with Sociedad Estatal de Participaciones Industriales. See section C.1.11 of this Report. |
JAVIER FERNÁNDEZ ALONSO | CORPORACIÓN FINANCIERA ALBA, S.A. | CORPORACIÓN FINANCIERA ALBA, S.A. | Employment relationship. Javier Fernández Alonso is a proprietary director of the significant shareholder and director Corporación Financiera Alba, S.A. He is General Manager of that company and holds other positions on the boards of other companies of the Corporación Financiera Alba S.A. Group. See section C.1.11 of this Report. |
The directors Corporación Financiera Alba, S.A. and Empresas Comerciales e Industriales Valencianas, S.L. are significant shareholders of Ebro Foods, S.A.
The director José Ignacio Comenge-Sánchez Real is also a significant shareholder through the company he controls, Mendibea 2002, S.L. See section A.2 of this Report.
A.7. State whether the company has been notified of any shareholders' agreements that may affect it pursuant to sections 530 and 531 of the Corporate Enterprises Act. If any, describe them briefly and list the shareholders bound by the agreement:
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[ √]
Yes No Indicate and describe any concerted actions among company shareholders of which the company is aware:
[ ]
[ √]
Yes No
Expressly indicate any change or break-up of those agreements or concerted actions, if any, that has taken place during the year: N/A
A.8.
Indicate any individuals or entities that exercise or may exercise control over the company in pursuance of section 5 of the Securities Market Act and identify it/them if appropriate:
[ ]
[ √]
Yes No
A.9. Complete the following tables on the company's treasury stock:
At year-end:
Number of direct shares | Number of indirect shares (*) | Treasury stock/capital (%) |
0.00 |
(*) Through:
Name of direct holder of the interest | Number of direct shares |
No details |
Explain the significant changes during the year:
Explain the significant changes
There were no significant changes during 2024.
A.10. Indicate the term and conditions of the authorisation granted by the general meeting to the board to issue, buy or sell own shares:
The Annual General Meeting of Shareholders held on 29 July 2020 resolved to authorise the Board of Directors, with the power to subdelegate, to buy back own shares and the companies of the Ebro Group to acquire shares in the parent company, by purchase or on any other payment basis, up to a maximum of 10% of the subscribed capital and within a period of 5 years from the date of the General Meeting, with cap and floor values equal to the market value and par value, respectively, at the date of acquisition.
By virtue of this resolution, the Board of Directors is authorised to: (i) buy back own shares, directly or by proxy, to hold them in its treasury stock, dispose of them, deliver them to employees of the Company or its Group or, as the case may be, put a motion to the General Meeting for their redemption, within the legal limits and complying with the aforesaid conditions; and (ii) reduce the capital in order to redeem the own equity instruments purchased by the Company or other Group companies, by such amounts as it may deem fit from time to time and up to the maximum own shares held at any time.
The Annual General Meeting of Shareholders held on 30 July 2021 resolved to: (i) delegate to the Board of Directors the power to increase the capital through monetary contributions on one or several occasions within a period of 5 years, up to the maximum quantity established in law, in such amount as the Board may decide on each occasion up to the legal limit, by issuing new voting or non-voting, ordinary or preference shares, including redeemable shares or shares of any other type permitted by law, contemplating the possibility that the issue may not be fully subscribed; and (ii) delegate the power to exclude the preferential subscription right in the aforesaid share issues, pursuant to section 506 of the Corporate Enterprises Act, in which case the power to increase the capital will be capped at 20% of the capital, as stipulated in that section.
The resolutions contemplated in this point adopted at the Annual General Meeting on 29 July 2020 and 30 June 2021 remain in force as they have not been revoked.
At the Annual General Meeting 2025 the Board of Directors is expected to table a motion to authorise the Board to buy back own shares, in which case the above-mentioned resolution adopted at the General Meeting on 29 July 2020 would be rendered void.
A.11. Estimated free float:
%
See explanatory note 3 in section H of this Report.
28.19