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Expert Corporate Governance Service (ECGS)
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Sacyr - AGM 12 June 2019

We have concerns over the composition of the Board of Directors, because the Chair and CEO positions are combined, there is not a majority of independent members (46% according to both the Company's self-assessment and ECGS guidelines) and significant shareholders are overrepresented (on aggregate 38% of Board members with 29% of the share capital). Therefore, we recommend that shareholders oppose the re-appointment of the Chairman-CEO Mr. Manuel Manrique Cecilia (item 5.1) and the proprietary Director Prilou SL (item 5.3).

In item 6, shareholders are called to approve the Company's remuneration policy for the 2020-2022 period. We strongly regret that no changes are proposed to the policy despite the very high opposition of shareholders last year (24.9%, or 50.8% of minority shareholders). We have serious concerns over the excessive discretionary power of the Board to increase all the Chairman-CEO's remuneration components: the fixed remuneration from € 1.7 million to € 2.0 million, the annual bonus and the long-term incentive from 130% to 170% of the base salary. We also note that 30% of the annual bonus depends on a qualitative assessment and both the annual bonus and the long-term incentive depend on the same performance metrics (EBITDA and net profit), so that the CEO is paid twice for achieving the same targets. Furthermore, variable remuneration components do not depend on any relative performance metrics and there are no equity-based incentive plans. Therefore, we recommend opposition.

Underlying
Sacyr

Sacyr is the parent company of a group engaged in the acquisition, development and construction of urban properties for their subsequent rental or resale. Co. primarily leases and sells office buildings and complexes, housing units, and shopping centers. Co. is also engaged in the operation of urban car parking facilities. Co. offers services related to the real estate industry such as technical assistance in energy savings, inventory management, architectural design, telecommunications management, property maintenance, as well as gardening and landscaping. Co. also provides consulting services in the real estate fund management sector.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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