Inmobiliaria Colonial, Socimi, S.A. Ordinary General Meeting of Shareholders (May 2018)
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FOR INFORMATION PURPOSES ONLY. SPANISH VERSION PREVAILS INMOBILIARIA COLONIAL, SOCIMI, S.A. ORDINARY GENERAL MEETING OF SHAREHOLDERS (MAY 2018) REPORT BY THE BOARD OF DIRECTORS ON PROPOSED RESOLUTIONS FOR THE APPOINTMENT OR RE- ELECTION OF DIRECTORS (ITEM NINE ON THE AGENDA) 1. Purpose of the report This report has been awn up by the Board of Directors of Inmobiliaria Colonial, SOCIMI, S.A. (“Colonial” or the “Company”) in connection with the appointment or re-election, for the statutory period of 4 years, of Directors of the Company, in accordance with the Director Recruitment Policy of the Company. Pursuant to the provisions of Article 529 decies of the Spanish Limited Liability Companies Law approved by Royal Legislative Decree 1/2010 of 2 July (the “Spanish Limited Liability Companies Law”), this motion subject to the General Meeting requires the Board of Directors to draw up this report in order to assess the skills, experience and merits of the proposed candidate. 2. Justification of the proposal 2.1. Appointment of Mr Javier López Casado In order to submit the proposal for appointment of Mr Javier López Casado, the Board of Directors has examined the favorable report issued by the Appointments and Remuneration Committee, pursuant to the provisions of section 6 of Article 529 decies of the Spanish Limited Liability Companies Law, upon an evaluation of the current list of members of the Board, the needs of the Board and the shareholding structure of the Company. The Appointments and Remuneration Committee has also appraised the conditions that must be met by Directors for the exercise of their functions and the dedication required to enable them to carry out their duties properly. The Board of Directors endorses the conclusions reached in that report, which are reproduced in this report. As a result of this appointment, along with the appointment on 29 June 2017 of Mr Carlos Fernández González, the Finaccess Group shall have two representatives on the Board of Directors, which, in the opinion of the Board of directors, entails proper representation in accordance with the Company’s shareholder structure. The Board of Directors has assessed the skills, experience and merits of Mr Javier López Casado in relation to his appointment on the basis of the following: . Mr Javier López Casadohas held a number of posts of responsibility throughout his professional career, evidencing his capacity and merits for the purposes of proper prudent management within the Company. Academic profile and professional career: He joined Finaccess as International Director of Asset Management in November 2010. Since 2012, he has been CEO of Finaccess Advisors LLC. Since 2014, he has also been responsible for Finaccess Estrategia S.L. in Spain. FOR INFORMATION PURPOSES ONLY. SPANISH VERSION PREVAILS Prior to joining Finaccess, he worked as Senior Vice-President for Santander Private Banking in Miami. He previously held different posts in Banco Santander’s International Private Banking area in Madrid and Miami. He worked at the Santander Group from 1996 to 2010. Before joining Banco Santander, he worked as a Lawyer in Madrid. He has 22 years’ experience in financial markets and is a member of Grupo Finaccess’ Board of Directors, the International Investment Committee and the Audit Committee of Finaccess Advisors LLC. He is Chairman of SOLTRA S.L., a company working on the promotion, education and rehabilitation of people with different capacities in order to achieve full social integration, which currently has 400 employees. He also sits on the board of trustees of several Foundations in Spain and Mexico. He holds a Law Degree from Universidad San Pablo CEU in Madrid, an MBA from the University of Miami and a Masters in Legal and Tax Consultancy for Construction and Real Estate Companies from Universidad Politécnica of Madrid. The professional career of Mr Javier López Casado, described in the paragraphs above, demonstrates that he has extensive knowledge and experience both in Spain and abroad to make him eligible as a member of the Board of Directors. Therefore, the Board of Directors believes that Mr Javier López Casado has, at the discretion of the Board of Directors and considering the favorable report issued by the Appointments and Remuneration Committee, the knowledge, skills and specific abilities, and has the experience and merits necessary for the purpose of proposing the Ordinary General Meeting of Shareholders to appoint him as a member of the Board of Directors of the Company, with the status of proprietary director, for the statutory period of four years. 2.2. Re-election of Mr Juan José Brugera Clavero Therefore, in order to submit the proposal for the re-election of Mr Juan José Brugera Clavero, the Board of Directors has examined the favorable report issued by the Appointments and Remuneration Committee, pursuant to the provisions of section 6 of Article 529 decies of the Spanish Limited Liability Companies Law, upon an evaluation of the current list of members of the Board, the needs of the Board and the shareholding structure of the Company. The Appointments and Remuneration Committee has also appraised the conditions that must be met by Directors for the exercise of their functions and the dedication required to enable them to carry out their duties properly. The Board of Directors endorses the conclusions reached in that report, which are reproduced in this report. The Board of Directors has again appraised the competence, merits and experience of Mr Juan José Brugera Clavero for the purposes of his re-election, on the basis of the following: . Mr Juan José Brugera Clavero was appointed as an Executive Director of the Company following a resolution by the General Meeting of Shareholders on 19 June 2008, and was re- elected to this post following a resolution by the General Meeting of Shareholders on 30 June 2014. Since he was appointed Director and Executive Chairman of the Board of Directors, Mr Juan José Brugera Clavero has demonstrated that he has the ability to manage the Company, and that he has the knowledge, aptitudes and experience necessary to carry out the functions assigned to him. In this regard, on the basis of the report drawn up by the Appointments and 2 FOR INFORMATION PURPOSES ONLY. SPANISH VERSION PREVAILS Remuneration Committee, the Board of Directors has conducted an annual assessment of the work of the Chairman of the Board of Directors, and has concluded that Mr Juan José Brugera Clavero has performed his duties diligently and effectively and at all times in the spirit of Good Governance set out in the Company Bylaws and in the regulations of the board of directors concerning the Chairman of the Board and the Board of Directors itself. Academic profile and professional career: He holds a degree in Industrial Technical Engineering (specialised in Industrial Electronics) from the University School of Industrial Technical Engineers, Terrassa. He also has an MBA (Master in Business Administration) from ESADE (Barcelona) and a “PDG” Diploma (General Management Programme) from IESE (Barcelona). In 2004, he was awarded an Honorary Doctorate in Economics by the Constantinian University of Providence, Rhode Island (USA), and he is honorary professor at Sociedad Científica de Chile. ESERP (Barcelona). Between 1967 and 1968, he was an associate professor of Electronics and Servo-Systems at the Industrial School, Terrassa, and at the La Salle Telecommunications School. From 1968 to 1970, he worked as an Engineer in the Inter-Grundig Industrial Laboratory. From 1971 to 1975, he worked in the Central Services’ Planning and Commercial Department at Banco Atlántico. Also, from 1975 to 1987, he held different posts of responsibility at Banco Sabadell, as Director of the Main Office in Barcelona, Barcelona Area Director, Deputy Managing Director and Member of the Central Management Committee. In 1987 and 1994, he was CEO of Sindibank (Sindicato de Banqueros de Barcelona). Between 1994 and 2006, he had already joined Inmobiliaria Colonial (absorbed company) as CEO and Director of SFL. In addition, from July 2006 to March 2007, he worked as Managing Director of Grupo Mutua Madrileña. He was also the Chairman of the ESADE Foundation until 2005, where he was assistant lecturer for 15 years. He was the Chairman of the Board of Trustees at Universidad Ramón Llull (URL) between 2012 and 2016. Juan José Brugera Clavero joined Colonial in June 2008, and has been Chairman of SFL since April 2010. He is the current Chairman of “Círculo de Economía”. Therefore, the Board of Directors believes that Mr Javier López Casado has, at the discretion of the Board of Directors and taking into account the favorable report issued by the Appointments and Remuneration Committee, the knowledge, skills and specific abilities, and the experience and merits necessary for the purpose of proposing the Ordinary General Meeting of Shareholders to appoint him as a member of the Board of Directors of the Company, with the status of executive director, for the statutory period of four years. 2.3. Re-election of Mr Pedro Viñolas Serra Therefore, in order to submit the proposal for the re-election of Mr Pedro Viñolas Serra, the Board of Directors has examined the favorable report issued by the Appointments and Remuneration Committee, pursuant to the provisions of section 6 of Article 529 decies of the Spanish Limited Liability Companies Law, upon an evaluation of the current list of members of the Board, the needs of the Board and the shareholding structure of the Company. The Appointments and Remuneration Committee has also appraised the conditions that must be met by Directors for the exercise of their functions and the dedication required to enable them to carry out their duties properly. The Board of Directors endorses the conclusions reached in that report, which are reproduced in this report.