Madrid, February 10, 2022

SPANISH SECURITIES AND EXCHANGE COMMISSION

In accordance with article 227 of the recast Securities Market Act, MAPFRE, S.A. (MAPFRE) hereby gives notice to the Spanish Securities and Exchange Commission of the following

OTHER RELEVANT INFORMATION

MAPFRE hereby informs that the Board of Directors of the company, at its meeting held on February 9, 2022, has resolved to present to the Ordinary Annual General Meeting this coming March 11, the payment of a dividend of 0.145 euros gross per share, 0.06 euros of which has already been paid as an interim dividend.

Likewise, MAPFRE's Board of Directors has resolved to submit the proposed resolutions attached hereto, to the Annual General Meeting for approval.

You can access all the relevant documentation from the Ordinary Annual General Meeting at www.mapfre.com.

Ángel L. Dávila Bermejo

General Counsel

PROPOSED RESOLUTIONS FOR THE ANNUAL GENERAL

MEETING OF MAPFRE S.A.

  1. To approve the Annual Financial Statements and the individual and consolidated Management Reports for the 2021 fiscal year.
  2. To approve the Integrated Report for the 2021 fiscal year.
  3. To approve the non-financial information statement for the 2021 fiscal year, including the Integrated Report.
  4. To approve the final results for 2021 proposed by the Board of Directors and consequently distribute a total dividend of 0.145 euros pre-tax, per share. Part of this dividend, the sum of 0.06 euros gross per share, was paid out in advance following a resolution passed by the Board of Directors on October 28, 2021, and the rest, up to the agreed total of 0.085 euros gross per share, will be paid on a date to be determined by the Board of Directors, during the period from May 15 to May 31, 2022. The amount corresponding to treasury stock will be applied on a proportional basis to the remaining shares.
  5. To approve the management of the Board of Directors in the 2021 fiscal year.
  6. To re-elect board director Mr. Antonio Huertas Mejías as executive board director for a further four years.
    This proposal was approved in a report from the Appointments and Remuneration Committee and shall be deemed approved, if applicable, notwithstanding compliance with bylaws and standards of good governance.
  7. To re-elect board director Ms. Catalina Miñarro Brugarolas as an independent board director for a further four years.
  8. To reelect board director Ms. María del Pilar Perales Viscasillas as an independent board director for a further four years.
    Said proposals have been brought before the Board of Directors through the Appointments and Remuneration Committee and shall be deemed approved, if applicable, notwithstanding compliance with bylaws and standards of good governance.
  9. To amend Article 4 of the Bylaws, which shall have the following wording:

"Article 4

Its registered office is established at Carretera de Pozuelo number 52, Majadahonda (Madrid). The Board of Directors has the authority to move this office within Spanish territory."

10. To amend Article 11 of the Bylaws, which shall have the following wording: "Article 11

The meeting shall take place at the registered office, or at the address mentioned in the invitation, in the city of the registered address. However, the Annual General Meeting may be held in any other place in Spanish territory if so specified by the Board of Directors in the notice of meeting.

Under the terms established in the legislation in force at any given time, and provided that there are reasons that make it necessary in the Board of Directors' opinion, the latter may agree to convene an exclusively telematic Annual General Meeting to be held without the physical attendance of the shareholders or their representatives.

Shareholders who have a minimum of 1,000 shares registered in the Accounting Register at least five days prior to the date on which the General Shareholders' Meeting is to be held will be entitled to attend.

The Regulations for the Annual General Meeting will regulate the remote exercise of attendance, voting and delegation rights, including, in particular, one or all of the following forms:

  1. The real-time transmission of the annual general meeting.
  2. Remote attendance at the Annual General Meeting by telematic and simultaneous means and the remote casting of votes by telematic means while said meeting is being held.
  3. Real-time,bi-directional communication so that shareholders can address the annual general meeting from a location other than the venue.
  4. A mechanism for voting before or during the annual general meeting without the need to appoint a representative who is physically present at the meeting.

Resolutions shall be adopted by a simple majority of votes from the shareholders present or represented at the meeting. Resolutions are therefore understood to have been adopted when they obtain more votes in favor than against, except in the cases in which the Law or the Bylaws require a supermajority. Each share confers the right to one vote.

The functions of Chairman and Secretary shall be performed by the persons who hold those offices on the Board of Directors or who incidentally take their place, in accordance with the provisions of these Bylaws.

  1. To amend Article 21 of the Bylaws by eliminating the last paragraph, so that it has the following wording:
    "Article 21
    This is the delegate body of the Board of Directors, responsible for high- level management and permanent oversight of strategic and operational aspects of the company and its subsidiaries, and for making any decisions necessary for them to operate properly, all subject to the powers the Board delegates to it at any given time.
    A maximum of ten members, all part of the Board of Directors. Its Chairman, First and Second Vice Chairmen, and Secretary will automatically be those of said Board, which shall appoint the members until reaching a maximum of ten and may also appoint a Vice Secretary without voting rights."
  2. To amend Article 22 of the Bylaws, which shall have the following wording: "Article 22
    The Audit and Compliance Committee shall consist of at least three but not more than five Board Directors, all of whom shall be non-executive, and at least the majority of whom must be Independent Board Directors, and one of whom will be appointed in view of their knowledge and experience in matters of accounting, auditing or both. Overall, the members of the Committee should have the pertinent technical knowledge in relation to the company's sector of activity. Its Chairman must be an Independent Board Director and they must be substituted in this position every four years, only to be reelected to the post one year after leaving that position. The Secretary will be that of the Board of Directors, and a Vice Secretary may be designated, a position which need not be filled by a Director.
    Said Committee shall have the following responsibilities:
    1. To apprise the Annual General Meeting of matters that are the responsibility of the Committee and, in particular, regarding the results of the audit, to explain how the said audit has contributed to the integrity of the financial information and role that the Committee has played in that process.
  1. To supervise the efficiency of the Company's internal control, internal audit and risk management systems, as well as to discuss with the External Auditor the significant weaknesses in the internal control

system detected when carrying out audits, but without compromising the External Auditor's independence. For these purposes, recommendations or proposals may be presented to the Board of Directors, where applicable, together with the corresponding term for the monitoring thereof.

  1. Supervise the process of drawing up and presenting the mandatory financial information, and present recommendations or proposals to the Board of Directors with a view to safeguarding its integrity.
  2. To submit to the Board of Directors any proposals for the selection, appointment, reelection and substitution of the External Auditor, being accountable both for the selection process, as contemplated in the corresponding legislation currently in force, and for the conditions of its hiring, and regularly to gather information relating to the audit plan and its execution from the External Auditor, while preserving its independence in performing its functions.
  3. To establish appropriate relationships with the External Auditor in order to receive information concerning any issues that may jeopardize its independence, so that they may be examined by the Committee, and any other issues relating to the accounts auditing process, and where appropriate, authorizations for services other than those prohibited under the terms contemplated in the corresponding legislation currently in force for auditing accounts, on independent status, as well as other communications envisaged in account audit legislation and auditing standards. In any case, they must receive annual written confirmation from the External Auditor of its independence from the company or companies directly or indirectly linked to it, as well as the detailed and individualized information concerning additional services of any type rendered and any professional fees received corresponding to these companies by said External Auditor, or by the people or companies linked to them in accordance with the provisions of the accounts auditing legislation in force.
  4. To issue a yearly report, prior to the publication of the accounts audit report, expressing an opinion concerning whether the independence of the External Auditor has been compromised. This report, in any case, must contain the reasoned evaluation of the provision of each and every one of the additional services to which the above letter makes reference, individually considered and jointly, apart from those concerning legal audits and in relation to the independent status or with the regulatory statutes for account auditing activity.
  5. To report on the related-party transactions that must be approved by the Annual General Meeting or the Board of Directors and supervise the internal procedure established by the Company for those whose approval has been delegated, where appropriate, by the Board of Directors.

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Mapfre SA published this content on 10 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 February 2022 07:59:04 UTC.