Nicolás Correa S A : Proposal of Resolutions 2024

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RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS OF NICOLÁS CORREA, S.A. TO BE ADOPTED BY THE ORDINARY GENERAL SHAREHOLDERS' MEETING CALLED TO BE HELD ON 24 APRIL 2024 IN FIRST CALL AND ON 25 APRIL 2024 IN SECOND CALL.

PROPOSAL OF RESOLUTIONS TO BE APPROVED BY THE GENERAL SHAREHOLDERS' MEETING.

First.-

To approve the Annual Accounts of the Company corresponding to the 2023 fiscal year, which is comprise of the Balance Sheet, Profit and Loss Account, Statement of Cash Flows, Statement of Changes in the Shareholders' Equity and Notes to the accounts, as well as the individual Management Report, all of them audited by Ernst & Young, S.L.

The individual annual accounts of the Company, which correspond to the audited accounts and which will be deposited with the Commercial Registry, have been signed by all the members of the Board of directors.

Second.-

To approve the Annual Accounts of the Consolidated Group formed by Nicolás Correa, S.A. and its subsidiaries relating to the 2023 fiscal year, which is comprised of the consolidated Balance Sheet, Profit and Loss Account, Statement of Cash Flows, Statement of Changes in the Shareholders' Equity and Notes to the accounts, as well as the management report of the Group, all of them audited by Ernst & Young, S.L.

The consolidated annual accounts, which correspond to the audited accounts and which will be deposited with the Commercial Registry, have been signed by all the members of the Board of Directors.

Third.-

To approve the Consolidated Non-financial Information Statement for the 2023 fiscal year, being part of the Management Report.

Fourth.-

To approve the management of the Board of Directors for the 2023 fiscal year.

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Fifth.-

To approve the proposed distribution of the Company's profit for the fiscal year closed on 31 December 2023, as follows:

	Euros
Distribution basis
Profit	8.936.921,13
Distribution
Capitalisation reserve	236.054,58
Voluntary reserves	5.411.450,07
Dividend	3.289.416,48
	8.936.921,13

The dividend will be paid on 6 May 2024, being paid 0,27€ gross per share holding dividend rights.

The gross amount will be subject to the withholdings required by the legislation in force. Paying agent: Caixabank.

Sixth.-

To approve the appointment of Ernst & Young, Sociedad Limitada as Auditors of the Company and its Group for the fiscal years 2024, 2025 and 2026.

Seventh.-

To authorise the Board of Directors of the Company for the acquisition of treasury shares, by sale or any other "intervivos" act directly or through companies within its consolidated group, up to a maximum number of shares which its nominal value, added to those held by the acquiring company and its subsidiaries, does not exceed five per cent of the share capital, for a period of twenty four months, and for a minimum price corresponding to the nominal value of the share and a maximum of ten euros, as well as its transfer or redemption, thus revoking, insofar as not executed, the authorization granted by the General Shareholders' Meeting held on 27 April 2023.

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Eighth.-

Consulting vote relating to the annual report on the remuneration of the Directors for the 2023 fiscal year.

The full text is available on the Company's website and on the CNMV's website.

Ninth.-

To authorise the Board of Directors to interpret, amend, supplement, execute and implement the resolutions adopted by the General Shareholders' Meeting, as well as to replace the authorities received from the General Shareholders' Meeting and to grant authorities to execute such resolutions in the corresponding public deed.