Deoleo S A : Annual Corporate Governance Report

APPENDIX II

Models and statistics of the Annual Corporate

Governance Report of CNMV Circular 5/2013

MODEL APPENDIX I

ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED COMPANIES

ISSUER'S PARTICULARS

END DATE OF REFERENCE FINANCIAL YEAR	31/12/2020

TAX ID NO. (C.I.F.): A48012009

Company Name: DEOLEO, S.A.

Registered Office: CARRETERA N-IV, KM. 388, 14610 ALCOLEA, CÓRDOBA

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ANNUAL CORPORATE GOVERNANCE REPORT FOR

LISTED COMPANIES

A.	OWNERSHIP STRUCTURE
		A.1 Complete the following table on the company's share capital:
Date of last	Share capital (EUR)	Number of shares	Number of
change	voting rights
24-06-20		1,000,008	500,000,004		500,000,004

Indicate whether there are different classes of shares carrying different rights:

Yes

No

X

OBSERVATIONS: On 24 June 2020, a simultaneous capital reduction to zero and capital increase was registered, giving rise to the share capital and number of outstanding shares indicated above.

	A.2 List the	direct and indirect	holders of significant	ownership
	interests at year-end, excluding directors:
Name or company	% of voting rights attributed to	% of voting rights through financial
	shares	instruments		% of total
name of shareholder							voting rights
	Direct		Indirect	Direct
		Indirect
CVC CAPITAL			56.96%				56.96%
PARTNERS VI
LIMITED
GUILLÉN PRIETO,			5.07%				5.07%
JUAN RAMÓN

Detail of indirect ownership interest:

Name or company	Name or		% of voting rights
company name	% of voting rights
name of indirect	through financial	% of total
of direct	attributed to shares
shareholder	instruments	voting rights
shareholder
CVC CAPITAL
PARTNERS VI	OLE	56.96%		56.96%
LIMITED
INVESTMENTS, BV
GUILLÉN PRIETO,
JUAN RAMÓN	ACEITES DEL SUR, S.A.	5.07%		5.07%

Most significant changes

On 21 January 2020 Mao Holding announced the sale of its entire ownership interest, on 22 January 2020 Fundación Bancaria Unicaja announced that it had fallen below its 3% shareholding threshold and on 25 June 2020 CaixaBank reported that it did not have any ownership interest in the Company.

A.3 Fill out the following tables on the members of the company's

Board of Directors that hold rights over company shares:

	% of voting rights	% of voting rights		% of voting rights that can be
Name or company	attributed to shares	through financial	% of total	transferredthrough financial
		instruments	voting	instruments
name of director
				rights
	Direct	Indirect	Direct	Indirect		Direct	Indirect
Gianluca Bolla	0.06				0.06
Juan Ignacio Silva
0.03				0.03
Alcalde

• of total voting rights held by the Board of Directors 0.09% Observations

Detail of indirect ownership interest:

					% of voting
	Name or company	% of voting	% of voting rights		rights that can
Name or company	% of total voting	be transferred
name of direct	rights attributed	through financial
name of director	rights	through financial
shareholder	to shares	instruments
		instruments

NO DATA

Observations

A.4 Indicate, as appropriate, any relationships of a family, commercial, contractual or corporate nature existing between the holders of significant ownership interests, insofar as they are known to the company, unless they have scant relevance or arise from the ordinary course of business, except for those included in section A.6:

	Name or company name of related parties		Type of relationship	Brief description
	ADVANTAGE SALES & MARKETING LLC -		Commercial	Product marketing, promotion and
	CVC CAPITAL PARTNERS VI LTD			distribution services
	ADVANTAGE SALES & MARKETING		Commercial	Product marketing, promotion and
	CANADA - CVC CAPITAL PARTNERS VI		distribution services
	LTD

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TMF GROUP - CVC CAPITAL PARTNERS VI	Commercial	Administrative, accounting, tax advisory and
LTD	payroll services
GAS NATURAL COMERCIALIZADORA,	Commercial	Supply of natural gas and electricity
S.A. (NATURGY ENERGY GROUP, S.A.) -
CVC CAPITAL PARTNERS VI LTD
ECOVADIS SAS - CVC CAPITAL PARTNERS	Commercial	Access to the CSR online platform
VI LTD
ACEITES DEL SUR - COOSUR, S.A. - JUAN	Commercial	Purchase of raw materials and oil refining
RAMÓN GUILLÉN PRIETO		services

A.5 Indicate, as appropriate, any relationships of a commercial, contractual or corporate nature existing between the holders of significant ownership interests and the company and/or the group, unless they have scant relevance or arise from the ordinary course of business:

Name or company name of related	Type of relationship	Brief description
parties
LENDERS OF THE BORROWINGS /	CONTRACTUAL	Senior Financing Agreement and Junior
SHAREHOLDERS OF THE INVESTEE		Financing Agreement for a total amount of
		EUR 242 million, dated 24 June 2020.

A.6 Describe the relationships, unless they have scant relevance for both parties, existing between the significant shareholders or shareholders represented on the board and the directors, or their representatives in the case of directors who are legal persons.

Explain, as appropriate, how significant shareholders are represented. Specifically, indicate any directors who have been appointed on behalf of significant shareholders, those whose appointment was supported by significant shareholders, or who are related to significant shareholders and/or entities in their group, specifying the nature of such relationships. In particular, mention, as appropriate, the existence, identity and position of the board members, or representatives of board members, of the listed company, who are, in turn, members of the management body, or their representatives, in companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.

Name or	company	name of	Name or company name of	Company	name of the	Description	of
related	director	or	related significant shareholder	significant	shareholder's	relationship/position
representative			group company

NO DATA

A.7 Indicate any shareholders agreements that have been disclosed to the company pursuant to Articles 530 and 531 of the Spanish Limited Liability Companies Law. Provide a brief description of the shareholders agreements and list the shareholders bound by them, as appropriate:

Yes

No

X

Indicate, as appropriate, any concerted action among the company's shareholders that is known to the company. Give a brief description, where applicable:

Yes

No

X

Expressly indicate any amendment to or termination of such agreements or concerted action during the year:

A.8 Indicate whether there is any individual or legal entity that exercises, or can exercise, control over the company, in accordance with Article 5 of the Spanish Securities Market Law. If applicable, identify the individual or legal entity:

Yes	X	No

Name or company name

CVC CAPITAL PARTNERS VI LIMITED

Observations

CVC CAPITAL PARTNERS VI LIMITED exercises control over the Company, as it indirectly holds a majority of voting rights through OLE INVESTMENTS, BV.

A.9 Fill out the following tables on the company's treasury shares:

At year-end:

Number of direct shares	Number of indirect shares (*)	Total % of share capital
		0.00

(*) Through:

Name or company name of direct shareholder

NO DATA

Total:

Number of direct shares

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