GRUPO CATALANA OCCID

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Grupo Catalana Occidente S A : The Company announces the resolutions adopted by the Board of Directors in its meeting held on November 26, 2020, regarding the amendment of the Board of Directors' Regulations, and the appointment of a new Vice-chairman of the Board of Directors and a member of the Appointments and Remunerations Committee

11/26/2020 | 09:43am

GRUPO CATALANA OCCIDENTE, S.A., in compliance with article 227 of the Spanish Securities Market Act passed by the Royal Decree 4/2015, of October 23, and supplemental legislation, informs of the following:

OTHER RELEVANT INFORMATION

The Board of Directors of Grupo Catalana Occidente, S.A. has unanimously taken on the date hereof, inter alia, the following resolutions regarding the Regulations of the Board of Directors, and the composition of both the Board of Directors and the Appointments and Remunerations Committee:

1. To amend the Regulations of the Board of Directors with regards to Article 2 ("Interpretation"), 5 ("General Supervisory Function"), 10 ("Vice-Chairman"), 14 ("The Executive Committee"), 15 ("The Audit Committee"), 23 ("Removal of Directors"), 27 ("Directors' Remunerations"), 33 ("Shareholder Relations "), 34 ("Institutional Shareholders Relations "), 35 ("Market Relations ") and 38 ("Annual Corporate Governance Report") in order to adapt its content to the changes introduced by, inter alia, (i) the Good Governance Code of Listed Companies, following the revision approved by the Spanish Stock Exchange Commission ("Comisión Nacional del Mercado de Valores") on June 26, 2020; (ii) Articles 226 and 227 of the consolidated text of the Securities Market Act, relating to the dissemination of inside information, amended by the Royal Decree-Law 19/2018, of 23 November, on payment services and other urgent measures in financial matters, which implements, inter alia, EU Regulation 596/2014 on Market Abuse; and (iii) the draft bill amending the consolidated text of the Spanish Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and other financial regulations, regarding the encouragement of long-term shareholder engagement in listed companies, as well as to introduce certain technical improvements.

The full text of the Regulations of the Board of Directors, including the amendments set out above, is available on the Company's website (www.grupocatalanaoccidente.com).

  1. To acknowledge the formal notice given by the member of the Board of Directors GESTIÓN DE ACTIVOS Y VALORES, S.L., notifying its intention to replace its representative, Mr. Javier Juncadella Salisachs, by Mr. Álvaro Juncadella de Pallejá, authorising such replacement with the prior positive report of the Appointments and Remunerations Committee.
    The abovementioned replacement will be effective once the administrative body of GESTIÓN DE ACTIVOS Y VALORES, S.L. has taken the corresponding corporate resolutions.
  2. To accept the resignation submitted with effects as of this date by GESTIÓN DE ACTIVOS Y VALORES, S.L. (represented by Mr. Javier Juncadella Salisachs) as Vice-Chairman of the Company's Board of Directors, as well as member of the Appointments and Remunerations Committee.
  3. Following the vacancy arisen in accordance with the previous paragraph, to appoint Mr. Hugo Serra Calderón as new Vice-Chairman of the Company's Board of Directors with the prior positive report of the Appointments and Remunerations Committee.

5. Likewise, due to the vacancy in the Appointments and Remunerations Committee, and at the proposal of the said Appointments and Remunerations Committee, to appoint Mr. Alberto Thiebaut Estrada as member of such Committee.

Following the aforementioned resolutions, the composition of the Appointments and Remunerations Committee is the following:

Chairman:

Mr. Francisco Javier Pérez Farguell

Members:

Mr. Juan Ignacio Guerrero Gilabert

Mr. Alberto Thiebaut Estrada

Secretary non member: Mr. Francisco José Arregui Laborda

November 26, 2020.

Francisco José Arregui Laborda

General Manager - Secretary of the Board of Directors

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Grupo Catalana de Occidente SA published this content on 26 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2020 14:42:09 UTC

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