In accordance with the provisions of Article 227 of Law 6/2023, of March 17, of the Securities Markets and Investment Services Law, and concordant provisions, Enagás, S.A. announces the following:
OTHER RELEVANT INFORMATION
The Enagás, S.A. General Shareholders´ Meeting held on 21 March 2024 approved all the proposed resolutions laid by the Board of Directors.
The General Shareholders´ Meeting resolved to re-elect for the four-year period Sociedad Estatal de Participaciones Industriales (SEPI) as Proprietary Director, Mr José Blanco López as Independent Director, Mr José Montilla Aguilera as Independent Director and Mr Cristobal Gallego Castillo as Independent Director.
After these re-elections, the number of Directors remains at fifteen.
The percentage of Independent Directors is maintained at 73.33% (11 out of 15), while the percentage of female directors is also maintained at 40% (6 out of 15).
Thus, the Board of Directors complies with all the recommendations currently established by the CNMV's Good Governance Code for Listed Companies in terms of size and composition.
QUORUM
The Ordinary General Meeting of Enagás, S.A., held on 30 March 2023 at the adjourned date and time specified in the Notice of Meeting, was constituted with the following quorum:
Share capital | ||||||
392,985,111.00€ | ||||||
Eligible shares | 261,990,074 | |||||
Shareholders | Number of | Number of shares | % of total share | |||
shareholders | Capital | |||||
1. Present: | 2,009 | 16,792,184 | 6.409% | |||
1.1 Telematic | 6 | 10,868 | 0.004% | |||
attendance | ||||||
1.2 Attending in | 104 | 427,556 | 0.163% | |||
person | ||||||
1.3 Attending using | 1,899 | 16,353,760 | 6.242% | |||
remote means | ||||||
2. Represented by | 4,333 | 76,102,709 | 29.048% | |||
TOTAL | 6,342 | 92,894,893 | 35.457% | |||
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All resolutions on the agenda were ratified at the General Meeting. The resolutions adopted and the results of voting for each are hereby made available, in accordance with Article 525.2 of the Consolidated Text of the Corporate Enterprises Act, and are as follows:
RESOLUTION 1º
"To approve the Annual Accounts (Balance Sheet, Income Statement, Statement of Changes in Equity, Cash Flow-Statement and Notes) and Management Report of Enagás S.A. and its Consolidated Group for the financial year starting on January 1 and closing on December 31, 2023"
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
92,103,988 | 99.149 | 365,144 | 0.393 | 425,761 | 0.458 | 92,894,893 |
RESOLUTION 2º
"To approve the Consolidated Non-Financial Information Statement included in the Enagás Group Management Report for financial year 2023".
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
92,200,174 | 99.252 | 352,918 | 0.380 | 341,801 | 0.368 | 92,894,893 |
RESOLUTION 3º
"To approve the allocation of Enagás, S.A.'s profits for the 2023 financial year, which amounted to net profit of 461,033,817.78 euros, in line with the following distribution proposal prepared by the Board of Directors:
- Allocating an amount of 5,674,700 euros to the voluntary reserve;
- Payment of a dividend which was already wholly paid as an interim dividend by virtue of the Board of Directors' resolution of December 18, 2023, which is ratified for all that may be necessary, paid to shareholders on December 22, 2023, and which amounted to 0.696 euros gross per entitled share, making a total of 181,841,480.52 euros;
- Payment of a final dividend of 1.044 euros gross per entitled share; the applicable taxes will be deducted from this amount. The total
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amount to be distributed for the whole of the 261,990,074 shares issued at this date would amount to 273,517,637.26.
The final dividend will be paid on July 4, 2024.
The following table summarises the distribution of profit:
Distribution
Voluntary reserves
To dividends: Interim dividend Final dividend
Euros
5,674,700.00
181,841,480.52
273,517,637.26
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
89,583,468 | 96.435 | 2,955,113 | 3.181 | 356,312 | 0.384 | 92,894,893 |
RESOLUTION 4º
"To approve the performance of the Board of Directors of Enagás, S.A. in the 2023 financial year."
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
90,483,100 | 97.404 | 1,825,181 | 1.965 | 586,612 | 0.631 | 92,894,893 |
RESOLUTION 5º
"To re-elect auditing firm Ernst & Young S.L. as Auditor of Enagás, S.A. and its Consolidated Group for 2025."
The resolution carried. The results of the vote were as follows:
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For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
91,736,199 | 98.752 | 598,817 | 0.645 | 559,877 | 0.603 | 92,894,893 |
RESOLUTION 6º
"6.1 To re-elect Sociedad Estatal de Participaciones Industriales (SEPI) as Director for the four-year period. Sociedad Estatal de Participaciones Industriales (SEPI) has the role of Proprietary Director."
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
80,983,120 | 87.177 | 11,686,782 | 12.581 | 224,991 | 0.242 | 92,894,893 |
"6.2 To re-elect Mr José Blanco López as Director for the four-year period. Mr José Blanco López has the role of Independent Director."
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
90,464,060 | 97.383 | 2,147,762 | 2.312 | 283,071 | 0.305 | 92,894,893 |
"6.3 To re-elect Mr José Montilla Aguilera as Director for the four-year period. Mr José Montilla Aguilera has the role of Independent Director."
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
90,658,834 | 97.593 | 1,953,031 | 2.102 | 283,028 | 0.305 | 92,894,893 |
"6.4 To re-elect Mr Cristobal Gallego Castillo as Director for the four-year period. Mr Cristobal Gallego Castillo has the role of Independent Director."
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
90,515,353 | 97.438 | 1,977,272 | 2.129 | 402,268 | 0.433 | 92,894,893 |
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"6.5 Establishment of the number of members of the Board of Directors at fifteen."
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
91,605,151 | 98.611 | 895,200 | 0.964 | 394,542 | 0.425 | 92,894,893 |
RESOLUTION 7º
"To approve, for the purposes set out in Article 529 novodecies of the Consolidated Text of the Corporate Enterprises Act, and in Article 36 of the Articles of Association, the Enagás S.A. Directors' Remuneration Policy for 2025, 2026 and 2027"
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
71,955,083 | 77.458 | 7,391,200 | 7.957 | 13,548,6101 | 14.585 | 92,894,893 |
RESOLUTION 8º
"Approve the Annual Report on Directors' Remuneration, made available to shareholders, as established on Article 541 of the Consolidated Text of the Corporate Enterprises Act"
The agreement has been submitted as an advisory vote.
The resolution carried. The results of the vote were as follows:
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
73,357,810 | 78.968 | 5,489,836 | 5.910 | 14,047,2472 | 15.122 | 92,894,893 |
- (*) Regarding agenda item 7, concerning the Directors' Remuneration Policy for the 2025, 2026 and 2027 financial years, the 96.69% of total abstentions (13,099,503 votes) corresponds to the vote of the Sociedad Estatal de Participaciones Industriales (SEPI), as reported to the Company due to the position of the Sociedad Estatal de Participaciones Industriales (SEPI) in publicly traded companies with minority participation.
- (*) Regarding agenda item 8, concerning the Annual Report on Directors' Remuneration for the year 2023, the 93.25% of total abstentions (13,099,503 votes) corresponds to the vote of the Sociedad Estatal de Participaciones Industriales (SEPI), as reported to the Company due to the position of the Sociedad Estatal de Participaciones Industriales (SEPI) in publicly traded companies with minority participation.
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RESOLUTION 9º
"One.- To delegate to the Board of Directors the broadest powers required to supplement, develop, implement and rectify any of the resolutions adopted at the General Shareholders' Meeting. The power to rectify shall include the power to make any required or advisable modifications, amendments and additions arising from any objections or remarks made by the regulatory bodies of securities markets, stock exchanges, the Companies Register or any other public authority with powers relating to the resolutions adopted.
Two.- To delegate indistinctly to the Chairman of the Board of Directors, the Secretary, and to each of the Board members, the powers required formally to draw up the resolutions adopted by the General Shareholders' Meeting and register those so requiring, in full or in part, with powers to that end to draw up all manner of notarised and non-notarised instruments, including those supplementing or rectifying those resolutions."
For | Against | Abstention | Total | |||
Nº of votes | % | Nº of votes | % | Nº of votes | % | Votes |
cast | ||||||
92,242,771 | 99.298 | 407,487 | 0.439 | 244,635 | 0.263 | 92,894,893 |
The resolution carried. The results of the vote were as follows:
The Secretary to the Board of Directors.
Diego Trillo Ruiz
Enagás, S.A.
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Enagas SA published this content on 21 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2024 18:00:03 UTC.