English translation for information purposes
Spanish version shall prevail
correa
NICOLÁS CORREA, S.A.
NOTICE OF CALL TO ORDINARY GENERAL SHAREHOLDERS' MEETING
By resolution of The Board of Directors of Nicolás Correa, S.A. (the "Company"), the shareholders are hereby called to the Ordinary General Shareholders´ Meeting, to be held at Calle Alcalde Martin Cobos, No. 16-A, at 12:00 p.m., on May 28, 2025 on first call and, at the same time and place, if the necessary quorum is not reached on May 29, 2025, at 12:00 p.m., at second call, in accordance with the following:
Agenda
1.- 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.
2.- 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.
3.- Approval of the Non-Financial Information Statement of the Consolidated Group for the financial year 2024.
4.- Approval of the management of the Board of Directors for the 2024 financial year.
5.- Approval of the proposal for the allocation of results for financial year 2024 and distribution of an ordinary dividend.
6.- Ratification of the appointment by co-optation and re-election of the director Mr. Jaime Nicolás-Correa Vilches, as Proprietary Director.
7.- 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.
8.- Submission to a consultative vote of the Annual Director Remuneration Report for financial year 2024.
9.- Delegation of powers to the Board of Directors for the interpretation, correction, supplementation, execution and development of the resolutions adopted by the General Meeting.
Right to attend
It shall be governed by the provisions of the Company´s bylaws, the Regulation of the General Shareholders´ Meeting of the Company and the applicable legislation.
All shareholders, including those without voting rights, may attend the General Shareholders´ Meeting.
It shall be an essential requirement for attendance that the shareholder has registered the ownership of his/her shares in the corresponding stock ledger five (5) days prior to the day on which the General Shareholders´ Meeting is scheduled to be held on first call. Compliance with this requirement shall be evidenced by presentation of the appropriate certificate issued by one of the depository entities.
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English translation for information purposes
Spanish version shall prevail
correa
Representation
Any shareholder entitled to attend the General Shareholders´ Meeting may be represented by a proxy, complying with the requirements and formalities required by law, those contained in the Company´s bylaws and the Regulation of the General Shareholders´ Meeting, as well as in this notice.
The representation must be accepted by the proxy and must be granted specifically for this General Shareholders´ Meeting, either by proxy card printed on the attendance card or by any other form permitted by law.
The representation may also be granted by electronic means or by postal correspondence.
- Electronic means:
The representation granted and the identity of the represented shareholder must be duly guaranteed. The representation granted by these means shall be admissible when the electronic document by virtue of which it is granted incorporates the recognized electronic signature used by the represented shareholder and complies with the other requirements established in the legal provisions in force.
- Postal correspondence:
The attendance card issued by the depository entity or the form available for this purpose on the Company's website must be completed.
In both cases, the ownership of the represented shareholder must be accredited. To be valid, the representation granted by remote means of communication must be received by the Company at the registered office or by e-mail to accionistas@correa.esno later than 24:00 hours on the day immediately prior to the date on which the General Shareholders´ Meeting is to be held on first call.
Personal attendance at the General Shareholders´ Meeting by the shareholder who has delegated his/her representation, regardless of the means used, shall render the delegation null and void.
Conflict of interest:
For the purposes of the provisions of articles 523 and 526 of the Spanish Companies Act, the President of the Board, as well as any other member of the Board of Directors, may be in conflict of interest.
The person to whom the proxy has been granted shall not be subject to a conflict of interest when the shareholders represented have given specific instructions to the proxy.
Distance voting:
Shareholders entitled to vote who do not attend the General Shareholders´ Meeting may vote in relation to the items on the Agenda, prior to the meeting, by remote means of communication, provided that they comply with the requirements established by law and those set forth in this notice.
In order to vote remotely, shareholders may use the card issued by the entities adhered to the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (IBERCLEAR) or the body that replaces it, or download it from the Company's website
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correa
(www.nicolascorrea.com/es), duly complete it and sign it by hand, and then send it by (i) registered post to the Company's registered office in Burgos, Alcalde Martín Cobos Street, 16-A; or (ii) e-mail to accionistas@correa.es. Shareholders must correctly indicate how they vote on each of the proposed resolutions submitted to the General Shareholders´ Meeting, attaching the original of the document proving ownership of their shares, issued for this purpose by the depository entity, and a photocopy of their national identity card or passport. In the case of a legal entity, a copy of the document accrediting the representation of the person signing the voting card on behalf of the same must also be submitted.
Only votes received by the Company up to 11:00 a.m. on the day of the General Shareholders' Meeting on first call shall be considered valid. Shareholders who cast their vote remotely in the terms set out above shall be deemed to be present for the purposes of the constitution of the General Shareholders´ Meeting. A shareholder who votes by distance voting and does not give voting instructions in respect of the items on the Agenda shall be deemed to vote in favour of the respective proposals made by the Board of Directors.
Shareholders who vote by means of distance voting must have their shares registered in the corresponding stock ledger five (5) days prior to the date on which the General Shareholders´ Meeting is to be held. In the event of a transfer of the shares whose ownership grants the right to vote occurring after the aforementioned period of notice, the distance vote means shall be null and void. In turn, the distance vote shall be deemed to be revoked by the attendance at the General Shareholders´ Meeting who cast it.
Right to information:
Shareholders may examine at the registered office of the Company, located in Burgos, Alcalde Martín Cobos Street, 16-A, all documents relating to the items on the Agenda to be voted on, as well as on the Company's website (www.nicolascorrea.com/es) without interruption until the General Shareholders´ Meeting is held, or obtain the delivery or sending of the same free of charge upon request until the fifth (5th) day prior to the day scheduled for the holding of the Meeting on first call.
In particular, the following documents are made available to the shareholders:
- The notice of call to the General Shareholders´ Meeting.
- Information of the total number of shares and voting rights as at the date of the notice of call.
- The full text of the proposed resolutions corresponding to the items on the agenda, submitted by the Board of Directors.
- Full text of the Annual Accounts (Balance Sheet, Profit and Loss Account, Cash Flow Statement, Statement of Changes in Net Equity and Annual Report) and Management Report of the Company and its Consolidated Group, corresponding to financial year 2024, as well as the respective reports of the auditor of the annual accounts of the Company.
- Statement of Non-Financial Information of the Consolidated Group for the financial year 2024.
- The reports referred to in article 529 decies of the Spanish Companies Act of the director whose ratification of appointment by co-optation and re-election is proposed to the General Shareholders´ Meeting, as well as the document containing his identity, curriculum vitae and the category to which he belongs.
- Annual Corporate Governance Report for financial year 2024.
- Annual Director Remuneration Report for the financial year 2024.
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correa
- Unified and revised text of the Regulation of the Board of Directors approved by the Board of Directors.
- Attendance, proxy and voting card.
Right to supplement the notice of call
Pursuant to article 519 of the Capital Companies Act, article 11 of the Company´s and article 8bis of the Regulation of the General Shareholders´ Meeting, shareholders representing at least three per cent (3%) of the share capital may request the publication of a supplemental notice of call of the General Shareholders´ Meeting, including one or several items on the Agenda, enclosing the reasons for their proposal or the corresponding proposed resolution and justification. Likewise, shareholders representing at least three per cent (3%) of the share capital may submit reasoned proposals for resolutions on the items already included in the Agenda of this call.
The exercise of these rights must be made by reliable notification to the Company to be received at the registered office, located in Burgos, Alcalde Martín Cobos Street, 16-A, for the attention of the Secretary of the Board of Directors, within five (5) days following the publication of this notice, indicating the identity of the shareholders exercising the right and the number of shares they hold, accompanied by any other appropriate documentation.
Presence of Notary Public at the General Shareholders´ Meeting:
The Board of Directors has resolved to request the presence of a Notary to draw up the minutes of the General Shareholders´ Meeting, in accordance with the provisions of article 203 of the Spanish Companies Act in relation to articles 101 and 103 of the Commercial Registry Regulation and article 6.5 of the Regulation of the General Shareholders´ Meeting of the Company.
Electronic shareholders´ forum
In pursuance of article 539.2 of the Spanish Companies Act, the Company has enabled an electronic shareholders´ forum on the Company´s website, accessible with due guarantees by both individual shareholders and any voluntary associations that may be formed in accordance with the provisions of the aforementioned law.
Personal data protection
The personal data that shareholders send to the Company to exercise their rights to attend, delegate and vote at the General Shareholders´ Meeting or that are provided by banks and securities companies and agencies in which such shareholders have their shares deposited shall be processed by the Company solely for the purposes of calling, organising and holding the General Shareholders´ Meeting, and such data shall be included in a file owned by the Company. In any event, shareholders may exercise their rights of access, rectification, cancellation and opposition, where legally appropriate, by written communication addressed to the registered office of the Company. In those cases, in which personal data of third parties are included in the attendance, proxy and voting card, the shareholder must inform them of the aforementioned points and comply with any other requirement that may be necessary for the transfer of personal data to the Company, without the latter having to take any additional action.
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Expected date for holding the General Shareholders´ Meeting
In view of the quorum required for the valid adoption of the resolutions included in the proposal submitted for the approval of the shareholders and the experience of previous years, it is expected that the General Shareholders´ Meeting will most likely be held on second call on May 29, 2025.
In Burgos, March 27, 2025.
Director Secretary
Ana Nicolás-Correa Barragán
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