CONTENTS

PART I

INFORMATION ON CAPITAL STRUCTURE, 4 ORGANISATION AND CORPORATE STRUCTURE

A. CAPITAL STUCTURE 4

I. Capital Structure 4

II. Holdings of Shares and Bonds 5

  • B. CORPORATE BOARDS AND COMMITTEES 6

    I. General Meeting 6

    II. Management and Supervision 8

    III. Auditing 26

    IV. Statutory Auditor 31

    V. External Auditor 32

  • C. INTERNAL ORGANIZATION 33

    I. Articles of Association 33

    II. Notification of Irregularities (Whistleblowing) 33

    III. Internal Control and Risk Management 34

    IV. Investor Support 38

    V. Website (59 to 65) 38

D. REMUNERATIONS AND REMUNERATION REPORT 39

I. Powers to determine remuneration 39

II. The remuneration committee 30

III. Remuneration structure 40

IV. Disclosure of remuneration 42

V. Agreements with remuneration implications 45

VI. Stock or stock option plans 46

E. RELATED PARTY TRANSACTIONS. CONFLICTS OF INTEREST 46

I. Control mechanisms and procedures 46

II. Details of transactions 48

PART II

ASSESSMENT OF CORPORATE GOVERNANCE 49

1. Identification of the Corporate Governance Code adopted 49

2. Analysis of compliance with the adopted Corporate Governance Code 49

3. Other information 58

ANNEX I

59

DISCLOSURES REQUIRED UNDER ARTICLE 447

OF THE COMPANIES CODE

ANNEX II

61

67

REMUNERATION POLICY

ANNEX III

STATEMENT REQUIRED UNDER ARTICLE 245.1 C)

OF THE SECURITIES CODE

PART I

INFORMATION ON CAPITAL STRUCTURE, ORGANIZATION AND CORPORATE GOVERNANCE

A. CAPITAL STRUCTURE

I. CAPITAL STRUCTURE

1. Capital structure (share capital, number of shares, distribution of capital between shareholders, etc.), including indication of shares not admitted to trading, different classes of shares, the rights and obligations attaching to these and the percentage of share capital that they represent (Article 245-A.1 a)).

Semapa has a share capital of 81,270,000 Euros, represented by a total of 81,270,000 shares without nominal value. All shares are ordinary shares and have the same rights and obligations attached to them, and are admitted for trading.

A breakdown of the capital structure, indicating shareholders with qualifying holdings, is provided in the table in paragraph 7 below.

2. Any restrictions on the transfer of shares, such as clauses on consent for disposal, or limits on the ownership of shares (Article 245-A.1 b)).

Semapa has no restrictions of any kind on the transferability or ownership of its shares.

3. Number of own shares, corresponding percentage of share capital and percentage of voting rights which would correspond to own shares (Article 245-A.1 a)).

On 31 December 2021, Semapa held 1,400,627 own shares, corresponding to 1.723% of its share capital. If the voting rights were not suspended, the percentage of voting rights would be the same as the percentage of the total capital.

4. Significant agreements to which the company is party and which take effect, are amended or terminate in the event of a change in the control of the company as a result of a takeover bid, together with the respective effects, unless, due to its nature, the disclosure of such agreements would be seriously detrimental to the company, except if the company is specifically required to disclose such information by other mandatory provision of law (Article 245-A.1 j)).

Semapa is not a party to any important loan agreement, debt instruments or other to which the company is a party and which take effect, alter or terminate upon a change of control of the company as a result of a takeover bid.

Semapa has not adopted any mechanisms that imply payments or assumption of fees in the case of change of control or in the composition of the managing body, and which are likely to harm the free transferability of shares and shareholder's assessment of the performance of the members of the managing body.

5. Rules applicable to the renewal or revocation of defensive measures, in particular those providing for limits on the number of votes which can be held or cast by a single shareholder individually or in a concerted manner with other shareholders.

There are no defensive measures in place in the company, namely any limiting shareholder's exercisable voting rights.

6. Shareholders' Agreements known to the company or which might lead to restrictions on the transfer of securities or voting rights (Article 245-A.1 g)).

On 31 December 2021, there are no Shareholders' Agreements known to the company which could lead to restrictions on the transfer of securities or voting rights.

II. HOLDINGS OF SHARES AND BONDS

7. Identification of persons and organizations who, directly or indirectly, own qualifying holdings (Article 245-A.1 c) and d) and Article 16), detailing the percentage of the share capital and votes imputable and the respective grounds.

The owners of qualifying holdings in Semapa on 31 December 2021 are identified in the following table:

Entity

Number of shares

% share capital and voting rights

% non-suspended voting rights

A -

Sodim, SGPS, S.A.

Cimo - Gestão de Participações, SGPS, S.A.

Total

27,508,892 38,959,431 66,468,323

33.849% 47.938% 81.787%

34.442% 48.779% 83.221%

B -

Bestinver Gestión, S.A., S.G.I.I.C. Bestinver Global, F.P. Bestinver Plan Mixto, F.P. Bestinver Mixto, F.I. Bestinver Bolsa, F.I. Bestinfond, F.I. Bestvalue, F.I. Bestinver Empleo II, F.P. Bestinver Futuro EPSV Bestinver Empleo III, F.P. Bestinver Empleo, F.P. Bestinver Iberian SICAV Bestinver Bestinfund SICAV Bestinver Crecimiento EPSV Total

-

-

-

362,428

0.446%

0.454%

91,556

0.113%

0.115%

13,658

0.017%

0.017%

649,964

0.800%

0.814%

1,016,934

1.251%

1.273%

198,367

0.244%

0.248%

1,963

0.002%

0.002%

8,776

0.011%

0.011%

1,506

0.002%

0.002%

11,068

0.014%

0.014%

54,420

0.067%

0.068%

40,613

0.050%

0.051%

7,370 2,458,623

0.009% 3.025%

0.009% 3.078%

  • C -

    Norges Bank (the Central Bank of Norway)

  • D -

Cobas Asset Management, SGIIC, S.A.

1,699,613 1,637,038

2.091% 2.014%

2.128% 2.050%

On behalf of the following shareholders, as investment management entity: Cobas Value, SICAV SA; AZ Multi Asset. Subfund: AZ Multi Asset - Bestvalue; Cobas Global, F.P.; Cobas Iberia, F.I.; Cobas Lux SICAV. Subfund Cobas Selection Fund; Cobas Lux SICAV. Subfund Cobas Iberian Fund; Cobas Mixto Global, F.P.; Cobas Selección, F.I.; Cobas Concentrados, F.I.L.; Cobas Renta, F.I. and Alternative Fund SICAV-SIF-Cobas Concentraded Value Fund

The voting rights relating to the companies in group A are allocated on the basis of direct ownership of the shares and a controlling relationship of Sodim over Cimo.

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Semapa - Sociedade de Investimento e Gestão SGPS SA published this content on 14 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2022 18:15:05 UTC.