Audax Renovables S A : Annual Report on Corporate Governance 2020.

ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

ISSUER'S PARTICULARS

Financial year end:	31 December 2020
Tax identification code:	A62338827
Registered name:
AUDAX RENOVABLES, S.A.
Registered office:
CALLE TEMPLE, 25 (BADALONA) BARCELONA

1 / 71

ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

A. OWNERSHIP STRUCTURE

A.1. Complete the following table on the company's share capital:

Date of last modification	Share capital (€)	Number of shares	Number of voting rights
29/04/2019	44,029,105.40	440,291,054	440,291,054

Indicate whether there are different classes of shares with different associated rights:

[ ]	Yes
[ V ]	No

A.2. Provide details of the direct and indirect holders of significant shareholdings at the year end, excluding directors:

Name or company name	% of voting rights attributed to shares	% of voting rights through financial instruments
of the shareholder					total % of voting rights
	Direct	Indirect	Direct	Indirect
EXCELSIOR TIMES,	0.00	72.09	0.00	10.86	82.95
S.L.U.

Details of indirect shareholding:

Name or company name of	Name or company name of	% of voting rights attributed	% of voting rights through
indirect holder	direct holder	to shares	financial instruments	total % of voting rights
EXCELSIOR TIMES, S.L.U.	ELECTRICA NURIEL, S.L.U.	72.09	10.86	82.95

Indicate the most significant changes in the shareholding structure occurred during the year:

Most significant changes

2 / 71

ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

A.3. Fill in the following tables listing the members of the company's board of directors who hold voting rights on the company

shares:

								% of voting rights that can be
			% of voting rights attributed to	% of voting rights through		transmittedthrough financial
Name or company name of the			instruments
shares	financial instruments	total % of voting rights
	director
			Direct	Indirect	Direct	Indirect		Direct	Indirect
Mr FRANCISCO JOSÉ ELÍAS
NAVARRO		0.00	72.09	0.00	10.86	82.95	0.00	0.00
Mr	RUBÉN	CLAVIJO
LUMBRERAS		0.02	0.00	0.00	0.00	0.02	0.00	0.00
			% of total voting rights belonging to the board of directors				82.97

Details of indirect shareholding:

					% of voting rights that
			% of voting rights		can be transmitted
Name or company	Name or company	% of voting rights		through financial
through financial	total % of voting rights
name of the director	name of direct holder	attributed to shares	instruments
instruments
Mr FRANCISCO JOSÉ	ELECTRICA NURIEL,
ELÍAS NAVARRO
S.L.U.	72.09	10.86	82.95	0.00

Mr Francisco José Elías Navarro is the sole shareholder of Excelsior Times, S.L.U., which, in turn, is the sole shareholder of Eléctrica Nuriel, S.L.U., the company that is the owner of shares representing approximately 72.09% of share capital of Audax Renovables, S.A. and of financial instruments which enable the repurchase of approximately 10.86% of the voting rights. As a consequence, the total percentage of the voting rights is 82.95%.

A.4. Where applicable, indicate any family, commercial, contractual or corporate relationships between the owners of significant shareholdings, insofar as they are known to the company, unless they are irrelevant or arise from normal business activities, except for those detailed in section A.6:

Related-party name or company name	Type of relationship	Short description

No data

3 / 71

ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

A.5. Where applicable, indicate any commercial, contractual or corporate relationships between the owners of significant shareholdings and the company and/or its group, unless they are irrelevant or arise from normal business activities:

Related-party name or company name		Type of relationship	Short description
	No data

A.6. Describe the relationships, unless insignificant for both parties, existing between significant shareholders or shareholders represented in the board and directors or their representatives in the case of corporate directors.

Explain, where applicable, how the significant shareholders are represented. Specifically, indicate the directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies of their group, specifying the nature of such relationships. In particular, mention the possible existence, identity and post of directors or their representatives of the listed company, who are, in turn, members of the governing body or representatives of companies that hold significant shareholdings in the listed company or in group companies of those significant shareholders :

		Company name of the group
Name or company name of the	Name or company name of the	company of the significant	Description of relationship/post
related director or representative	related significant shareholder	shareholder
			Mr Francisco José Elías Navarro is
			direct holder of 100% of shares of
			Excelsior Times, S.L.U. and, through
Mr FRANCISCO JOSÉ ELÍAS			this company, of 100% of shares of
ELECTRICA NURIEL, S.L.U.	EXCELSIOR TIMES, S.L.U.
NAVARRO	Eléctrica Nuriel, S.L.U.
			Mr Eduard Romeu Barceló is
			corporate director of the group of
			companies of which Excelsior Times,
Mr EDUARD ROMEU BARCELÓ	ELECTRICA NURIEL, S.L.U.	EXCELSIOR TIMES, S.L.U.	S.L.U. is the parent company.

4 / 71

ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

A.7. Indicate whether the company has been notified of any shareholders' agreements that affect it pursuant to article 530 and 531 of the Corporate Enterprises Act. Where applicable, give a brief description and list the shareholders bound by the agreement:

[ V ]	Yes
[ ]	No
Participants of the shareholders'	% of the share		Expiry date of the agreement, if
agreement		capital affected	Short description of the agreement	applicable
			On 31 July 2020 Eléctrica Nuriel, S.L. transferred to
			HFL Management Information, S.L. ("HFL") 5,149,005
			shares (the "Restricted Shares"). On the same day
			both parties, together with Aspy Prevención, S.L.,
			signed an agreement in order to restrict the transfer by
			HFL of the Restricted Shares, on the following terms: -
			During a period of 12 months after signing the
			agreement HFL must not offer, sell, enter into an
			agreement to sell, dispose of, grant as loan, transfer or
			dispose of in any other way, directly or indirectly, the
			shares (the "Restricted Period") in favour of third
ELECTRICA NURIEL,			parties which are not related parties; - During a period
S.L.U., HFL MANAGEMENT		of 6 months after completion of the Restricted Period	18 months after signing the
1.16
INFORMATION, S.L., ASPY	HFL must not carry out any of the aforementioned	agreement.
PREVENCIÓN, S.L.U.			transactions in favour of third parties which are not
			related parties, directly or indirectly, with regard to
			37.5% of the Restricted Shares.

Indicate whether the company is aware of the existence of any concerted actions between its shareholders. If so, briefly describe them:

[ ]	Yes
[ V ]	No

Expressly indicate any amendments to, or termination of, such agreements or concerted actions during the year:

5 / 71