English translation for information purposes
Spanish version shall prevail
TEXT OF THE RESOLUTIONS THAT THE BOARD OF DIRECTORS OF NICOLÁS CORREA, S.A. PROPOSES FOR ADOPTION BY THE GENERAL ORDINARY SHAREHOLDERS' MEETING CALLED FOR MAY 28, 2025 AT FIRST CALL AND MAY 29, 2025 AT SECOND CALL.
PROPOSED RESOLUTIONS TO BE SUBMITTED FOR APPROVAL BY THE GENERAL SHAREHOLDER´S MEETING.
First.- Approval of the Annual Accounts (Balance Sheet, Profit and Loss Account, Cash Flow Statement, Statement of Changes in Net Equity and Notes) and the Management Report of the Company, all referring to financial year 2024.
To approve the Annual Accounts of the Company for the financial year 2024, comprising the Balance Sheet, the Profit and Loss Account, the Cash Flow Statement, the Statement of Changes in Net Equity and the Notes, as well as the Management Report of the Company, which have been audited by Ernst & Young, S.L.
The Annual Accounts of the Company, which correspond to those audited and which will be filed with the Commercial Registry, are signed by all the members of the Board of Directors.
Second.- Approval of the Annual Accounts of the Consolidated Group (Consolidated Balance Sheet, Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Net Equity, Consolidated Cash Flow Statements and Consolidated Notes) and the Consolidated Group Management Report, all referring to financial year 2024.
To approve the Annual Accounts of the Consolidated Group formed by Nicolás Correa, S.A. and its subsidiaries for the financial year 2024, comprising the Consolidated Balance Sheet, the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and the Consolidated Notes, as well as the Management Report of the Consolidated Group, which have been audited by Ernst & Young, S.L.
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English translation for information purposes
Spanish version shall prevail
The Annual Accounts of the Consolidated Group, which correspond to those audited and will be filed with the Commercial Registry, are signed by all the members of the Board of Directors.
Third.- Approval of the Non-Financial Information Statement of the Consolidated Group for the financial year 2024.
To approve the Statement of Non-Financial Information of the Consolidated Group for financial year 2024, which forms an integral part of the Management Report of the Consolidated Group.
Fourth.- Approval of the management of the Board of Directors for the financial year 2024.
To approve the management of the Board of Directors corresponding to financial year 2024.
Fifth.- Approval of the proposal for the allocation of results for financial year 2024 and distribution of an ordinary dividend.
To approve the proposed allocation of results of the Company's profit for the year ended 31 December 2024.
Euros | |
Basis the allocation | |
Profits | 11,836,240.19 |
Distribution | |
Voluntary reserves | 7,618,751.98 |
Capitalization reserve | 562,581.01 |
Dividend | 3,654,907.20 |
Total | 11,836,240.19 |
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English translation for information purposes
Spanish version shall prevail
The amount of the gross dividend per share corresponding to financial year 2024 will be 0.30 euros per share with dividend rights, to be paid on June 9, 2025, with the appropriate legal withholdings. It is expressly stated for the record that CaixaBank, S.A. will be the paying agent for the aforementioned dividend.
Sixth. - Ratification of the appointment by co-optation and re-election of the director Mr. Jaime Nicolás-Correa Vilches, as Proprietary Director.
At the proposal of the Board of Directors, with the favourable report of the Appointments and Remuneration Committee, to ratify the appointment by co-optation of the director Mr. Jaime Nicolás-Correa Vilches made by the Board of Directors on 30 May 2024 and to re-elect him as director of the Company for the statutory term of four (4) years from the date of adoption of this resolution, with the classification of proprietary director.
Mr. Jaime Nicolás-Correa Vilches will continue to hold the position of Vice-Chairman of the Board of Directors of the Company.
It is hereby stated that the reports issued by the Appointments and Remuneration Committee and by the Board of Directors were made available to the shareholders at the time the General Shareholders´ Meeting was called.
Seventh. - Information to the General Meeting of the unified and revised text of the Regulation of the Board of Directors approved by the Board of Directors on March 27, 2025.
Pursuant to articles 518.d) and 528 of the Spanish Companies Act, the Board of Directors has made available to the shareholders of the Company, on the occasion of the call to the Ordinary General Shareholders´ Meeting, a report explaining the scope and content of the amendments to the Regulation of the Board of Directors approved by the Board of Directors of the Company since the last General Shareholders´ Meeting.
The new consolidated text of the Regulation of the Board of Directors is available to shareholders on the Company's website (www.nicolascorrea.com).
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English translation for information purposes
Spanish version shall prevail
Eighth. - Submission to a consultative vote of the Annual Director Remuneration Report for financial year 2024.
To approve, on a consultative basis, the Annual Director Remuneration Report for financial year 2024, prepared by the Board of Directors in compliance with article 541 of the Spanish Companies Act.
The full text has been made available to shareholders on the Company's website (www.nicolascorrea.com) and published on the website of the CNMV.
Ninth. - Delegation of powers to the Board of Directors for the interpretation, correction, supplementation, execution and development of the resolutions adopted by the General Meeting.
To authorize the Board of Directors, as broadly as possible, including the power to delegate all or part of any of the powers received to directors, for the interpretation, correction, supplementation, execution and development of the resolutions adopted by the General Shareholders´ Meeting. The powers shall include, in particular, those necessary to formalize the resolutions adopted by the General Shareholders´ Meeting, and to register those which are subject to this requirement, in whole or in part, including the powers relating to the formalization of the filing of the annual accounts.
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