Report
Expert Corporate Governance Service (ECGS)
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Inmobiliaria Colonial - AGM 13 June 2019

In item 6, we recommend opposing the authorization to increase the share capital by up to 50%, as the authority includes the power to exclude pre-emptive rights in connection with 20% of the share capital, exceeding ECGS' voting policy limit of 10%.

In item 7, we also recommend opposing the authorization to reduce the minimum advance notice period for calling an EGM from 30 to 15 days, because it would strongly limit the time for foreign shareholders to adequately inform, analyse the resolutions and cast their votes through the custodian chain.

In item 8.3, the Board proposes to appoint Ms. Ana Bolado Valle as independent Director. We have concerns over potential conflicts of interest that may arise from Ms. Bolado Valle's position as a representative of Banco Santander on the Board of one of Inmobiliaria Colonial's main competitors in Spain, Metrovacesa. Therefore, we recommend that shareholders oppose her appointment, as well as the proposal to exempt her from the obligation of not carrying out activities in competition with the Company (item 8.2).

Finally, we have serious concerns over the Company's remuneration policy, because executives' variable remuneration exclusively depends on annual results, the Board has the discretionary power to increase the maximum cash bonus of the CEO from 100% up to 300% of his base salary and performance metrics used to calculate the executive Directors' bonus are not disclosed. Therefore, we recommend that shareholders oppose the approval of the Annual Report on Directors' Remuneration (advisory vote in item 9), as well as the 2020-2022 remuneration policy (binding vote in item 10).

Underlying
Inmobiliaria Colonial S.A.

Inmobiliaria Colonial SOCIMI is engaged in the acquisition, construction, sale, disposal and lease of real estate and related activities, including car garages and parking lots, and the administration and management of real estate properties and land.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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