^

EQS-News: Befesa S.A. / Schlagwort(e): Hauptversammlung/Dividende

Einladung zur Hauptversammlung am 19. Juni 2025

16.05.2025 / 10:50 CET/CEST

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

---------------------------------------------------------------------------

BEFESA

Befesa S.A.

société anonyme

68-70, Boulevard de la Pétrusse, L-2320 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg B 177697

Convening Notice

All shareholders of Befesa S.A. (the „Company“), are convened by the board

of directors of the Company (the „Board of Directors“) for the Annual

General Meeting of our Company which will be held on 19 June 2025, at 12:30

CEST at 12, Boulevard Royal (Hôtel Le Royal), L-2449 Luxembourg, Grand Duchy

of Luxembourg (the „AGM“), to deliberate and vote on the following agenda:

A. Agenda for the AGM

1. Presentation of the management report of the Board of Directors,

including the corporate governance report, the consolidated

sustainability statement prepared in accordance with the requirements of

Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive -

CSRD) and of the reports of the independent auditor (réviseur

d'entreprises agréé) on the Company's consolidated financial statement

for the financial year ended 31 December 2024, prepared in accordance

with the International Financial Reporting Standards („IFRS“) as adopted

by the European Union, and on the Company's annual accounts for the

financial year ended 31 December 2024, prepared in accordance with

Luxembourg Generally Accepted Account Principle(s) („GAAP“).

2. Approval of the Company's consolidated financial statements for the

financial year ended 31 December 2024.

3. Approval of the Company's annual accounts for the financial year ended

31 December 2024.

4. Allocation of results and determination of the dividend in relation to

the financial year ended 31 December 2024.

5. Granting of discharge to each of the members of the Board of Director

of the Company for the exercise of their mandate during the financial

year ended 31 December 2024.

6. Approval and, to the extent necessary, ratification of the fixed

remuneration of the non-executive members of the Board of Directors for

the financial year ending on 31 December 2025.

7. Confirmation of the mandate of Mr. Javier Petit Asumendi in replacement

of Dr. José Domínguez Abascal as non-executive director of the Company

as of 24 July 2024 by way of co-optation.

8. Presentation of and advisory vote on the remuneration report for the

members of the Board of Directors in the financial year ended 31

December 2024.

9. Renewal of the authorization to the Board of Directors of the Company

to acquire shares in the Company.

10. Reappointment of the independent auditor for the financial year ending

on 31 December 2025.

B. Availability of the documentation, attendance and voting procedure

1. Available information and documentation

The following information is available until the ending of the AGM on the

Company's homepage ( https://www.befesa.com/es/investors/general-meeting/)

and at the Company's registered office in Luxembourg as from the date of

publication of this convening notice:

* this convening notice for the AGM;

* the documents to be submitted to the AGM;

* a draft resolution or, where no resolution is proposed to be adopted, a

comment from the Board of Directors, for each item on the proposed

agenda of the AGM;

* the biographical information of the candidate for the confirmation a

member of the Board of Directors by way of co-optation; and

* the Shareholder Participation Form (including the ballot paper to be

used to vote by proxy voting representative or to vote by

correspondence) as mentioned below, the Attestation Form (Record of

Share Ownership) as mentioned below, the Data Protection Notice, and the

aggregate number of shares and of voting rights as at the date hereof.

Shareholders may obtain without charge a copy of the full text of any of the

above documents upon request to Befesa S.A. c/o GFEI HV GmbH by sending an

e-mail to hv@gfei.de.

2. Quorum and majority requirement

There are no quorum requirements to be able to participate or vote at the

AGM. No vote being necessary on agenda item 1 of the AGM. The resolutions on

agenda items 2 to 10 of the AGM are adopted by a simple majority of vote

cast.

3. Requirements for participating in the AGM and exercising voting right

The rights of a shareholder to participate in the AGM and to vote shall be

determined with respect to the shares held by that shareholder on 5 June

2025 at midnight (24:00 CEST) (the „Record Date“). Any changes in share

ownership after the Record Date will not be taken into account.

1. Registration procedure for voting and, if applicable, attending the

AGM in person or by a proxyholder, and evidence of share ownership

(i) Shareholders who wish to participate and exercise their voting rights at

the AGM in respect of the shares held by them at the Record Date shall, on

or before the Record Date, submit a written declaration of their intention

to participate at the AGM and shall exercise their voting rights in one of

the following manners (the „Shareholder Participation Form“):

a. Proxy voting representative appointed by the Company

Shareholders who do not wish to attend the AGM in person may appoint Mr.

Javier Molina Montes, Executive Chair of the Company, whom failing, Mr.

Asier Zarraonandia Ayo, Chief Executive Officer of the Company, as proxy

voting representative appointed by the Company, to participate in and vote

at the AGM on their behalf. The proxy voting representative will be bound by

the respective instructions of the shareholder provided by the Shareholder

Participation Form prior to the AGM.

b. Proxy voting representative appointed by the shareholder

Shareholders who do not wish to attend the AGM in person may also appoint

another natural or legal person who needs not to be a shareholder itself to

attend and vote at the AGM on their behalf.

A proxy holder may hold a proxy from more than one shareholder without

limitation as to the number of shareholders so represented. The proxy holder

will have to identify himself on the date of the AGM by presenting a valid

identity card or passport.

In case of ordinary shares owned by a legal entity, individuals representing

such entity who wish to physically attend the AGM and vote at the AGM on

behalf of such entity, must present evidence of their authority to attend

and vote at the AGM by means of a proper document (such as a special power

of attorney) issued by the entity represented. Such evidence of authority

must be presented at the AGM.

c. Voting in person

Shareholders who wish to attend the AGM in person will be able to cast their

votes during the AGM. Shareholders attending the AGM in person shall carry

proof of identity in the form of a valid identity card or passport at the

AGM.

In case of ordinary shares owned by a legal entity, individuals representing

such entity who wish to attend the AGM in person and vote at the AGM on

behalf of such entity, must present evidence of their authority to attend

and vote at the AGM by means of a proper document (such as a special power

of attorney) issued by the entity represented. Such evidence of authority

must be presented at the AGM.

d. Voting by correspondence

Shareholders who wish to vote by post may exercise their voting rights by

casting their votes by correspondence.

Please note that to be valid, the Shareholder Participation Form must

be duly filled in and received by Befesa S.A. c/o GFEI HV GmbH by

e-mail to

[1]

hv@gfei.de no later than 24:00 CEST on 5 June 2025.

1. mailto:hv@gfei.de

(ii) In addition to the Shareholder Participation Form (including the ballot

paper to be used to vote by proxy voting representative or to vote by

correspondence), the shareholders who intend to participate and exercise

their voting rights at the AGM (either in person, representation by proxy or

by voting by correspondence) are obliged to submit an attestation from their

depository bank or financial institution stating the number of shares held

by that shareholder on the Record Date (the „Attestation Form“).

Please note that to be valid, the Attestation Form (Record of Share

Ownership) must be duly filled in and received by Befesa S.A. c/o GFEI

HV GmbH by e-mail to

[1]

hv@gfei.de no later than 24:00 CEST on 13 June

2025.

1. mailto:hv@gfei.de

4. Additional important information for shareholder

Participation and exercise of voting right

Shareholders are hereby informed that the participation in and the exercise

of voting rights at the AGM is exclusively reserved to such persons that

were shareholders on the Record Date and who have adhered to the voting

instruction set out in this convening notice.

Transfer of shares after the Record Date is possible subject to usual

transfer limitations, as applicable. However, alterations (either positive

or negative) of the number of shares owned by the shareholder after the

Record Date will have no impact on the participation in and the exercise of

voting rights by that shareholder at the AGM. Likewise, any transferee

having become owner of the shares after the Record Date has no right to vote

at the AGM and may not attend the AGM.

Shareholders, who have validly declared their intention to participate and

vote in the AGM by having transmitted their Shareholder Participation Form

as mentioned under point B. 3.1., may also express their votes subsequently

provided, however, that their ballot paper (which is included in the

Shareholder Participation Form) or voting instructions transmitted by any

other permissible means must be received by Befesa S.A., c/o GFEI HV GmbH by

e-mail to hv@gfei.de no later than 13 June 2025 (at 24:00 CEST).

Supplement to the convening notice and submission of proposed resolution

Shareholder(s) holding individually or collectively at least five per cent

(5%) of the issued share capital of the Company are entitled to request the

addition of items to the agenda of the AGM and table draft resolutions for

items included or to be included on the agenda of the AGM by sending such

request at the latest on 28 May 2025 to the following address hv@gfei.de

(with a copy to AGM@befesa.com).

Such request will only be accepted by the Company provided it includes (i)

the wording of the new requested agenda item, (ii) the justification or the

wording of the proposed resolution pertaining to the items included or to be

included, and (iii) an e-mail address or a postal address to which the

Company may confirm receipt of the request.

Where the requests entail a modification of the agenda for the AGM already

communicated to the shareholders, the Company will publish a revised agenda

on 4 June 2025 at the latest.

Subject to compliance with the threshold notification obligations provided

for by the Luxembourg law of 11 January 2008 on transparency requirement

for issuers of securities, there is no limit to the maximum number of vote

that may be exercised by the same person, whether in its own name or by

proxy.

The results of the vote will be published on the Company's website within

fifteen (15) days following the AGM.

Ability to ask question

Shareholders have the right to ask questions related to items on the agenda

of the AGM during the AGM.

The Company will respond on a best effort basis to the questions with

respect to the AGM, in particular respecting the good order of the AGM a

well as the protection of confidentiality and business interests of the

Company. The Company may provide one overall answer to the questions having

the same content. An answer shall be deemed to be given if the relevant

information is available on the Company's internet site in a question and

answer format or by the mere reference by the Company to its internet site.

Other important information for shareholder

By submitting their proxy voting form or their vote by correspondence, the

shareholders agree to appoint Mr. Javier Molina Montes as chairman and Mr.

Rafael Pérez Gómez as scrutineer as part of the bureau of the AGM. The

chairman will designate a secretary for the AGM. If any of the person

mentioned above cannot, for any reason whatsoever, attend the AGM, the

shareholders agree that Mr. Javier Molina Montes may appoint other person

to act as chairman and scrutineer at the AGM.

Luxembourg, 16 May 2025

Javier Molina Monte

Executive Chair

---------------------------------------------------------------------------

16.05.2025 CET/CEST Veröffentlichung einer Corporate News/Finanznachricht,

übermittelt durch EQS News - ein Service der EQS Group.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die EQS Distributionsservices umfassen gesetzliche Meldepflichten, Corporate

News/Finanznachrichten und Pressemitteilungen.

Medienarchiv unter https://eqs-news.com

---------------------------------------------------------------------------

Sprache: Deutsch

Unternehmen: Befesa S.A.

68-70, Boulevard de la Pétrusse

2320 Luxembourg

Luxemburg

E-Mail: irbefesa@befesa.com

Internet: www.befesa.com

ISIN: LU1704650164

WKN: A2H5Z1

Indizes: SDAX

Börsen: Regulierter Markt in Frankfurt (Prime Standard);

Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,

München, Stuttgart, Tradegate Exchange; London

EQS News ID: 2139672

Ende der Mitteilung EQS News-Service

---------------------------------------------------------------------------

2139672 16.05.2025 CET/CEST

°