Corporate governance

Shareholding Structure

Shareholding Structure

General Information on Share Capital and Stock Markets Where the Shares Are Listed

Azkoyen, S.A. has a share capital of €14,670,000, consisting of 24,450,000 ordinary shares with a nominal value of €0.60 each, represented by book entries. All shares are fully subscribed and paid, granting the same rights without distinction of classes or series. The company is listed on the Madrid and Bilbao Stock Exchanges, as well as on the Stock Market Interconnection System Continuous Market.

Significant Shareholdings

The information in the following table has been prepared based on the data available to the company and reported to the National Securities Market Commission (CNMV). It includes a list of shareholders who, directly or indirectly, hold a significant stake in the share capital, in compliance with Royal Decree 377/1991 of March 15.

This section contains information required by current regulations to ensure transparency in the management and governance of companies listed on the stock markets.

Holder % Direct Voting Rights % Indirect Voting Rights % Total Voting Rights
Inverlasa, S.L. 0 29,65 29,65
Ms. Carolina Masaveu Herrero 0 11,45 11,45
Mr. Ignacio Suárez-Zuloaga Gáldiz 0,12 8,39 8,51
Masaveu Finanzas, S.L. 0 5,64 5,64
Santander Asset Management, S.A., SGIIC 0 6,40 6,40
La Previsión Mallorquina de Seguros, S.A. 5,32 0 5,32
Ms. María Carmen Troyas Careaga 5,05 0,01 5,06
Muza Gestión de Activos, SGIIC, S.A 0 3,03 3,03
Competiber S.A. 8,51 0 8,51
Santander Small Caps España, FI 6,40 0 6,40

Board Members' Shareholdings

Name % Direct Voting Rights % Indirect Voting Rights % Total Voting Rights
Mr. Juan José Suárez Alecha 0 0 0
Ms. Ana Ruiz Lafita 0 29,65 29,65
Mr. Arturo Leyte Coello 0,01 5,05 5,06
Mr. Pablo Cervera Garnica 0,01 0 0,01
Mr. Diego Fontán Zubizarreta 0,61 11,45 12,06
Mr. Eduardo Unzu Martínez 0 0 0
Ms. Esther Málaga García 0 0 0
Ms. Isabel Zarza García 0 0 0
Mr. Rodrigo Unceta de la Cruz 0 0 0

Treasury Stock

% Direct Voting Rights % Indirect Voting Rights % Total Voting Rights Date of Last Notification to CNMV
0,297 0 0,297 14/10/2022

Shareholders' Agreements

The company is not aware of the existence of any shareholders' agreements.

General Shareholders' Meeting

General Shareholders' Meeting

This section provides shareholders with comprehensive information on all aspects related to the General Shareholders' Meetings, including notices of meetings and resolutions adopted.

Participation in the General Shareholders' Meeting

Documentation

Board of Directors

Composition of the Board

Name or Corporate Name Position on the Board Status Shareholder First Appointment as Board Member
Mr. Juan José Suárez Alecha Chairman Executive 24/06/2022
Mr. Arturo Leyte Coello Director Proprietary Ms. María del Carmen Troyas Careaga 16/02/2005
Mr. Pablo Cervera Garnica Lead Independent Director Independent 27/02/2014
Mr. Diego Fontán Zubizarreta Director Proprietary Ms. Carolina Masaveu Herrero 28/06/2016
Ms. Ana Ruiz Lafita Director Proprietary Inverlasa, S.L. 24/06/2022
Mr. Eduardo Unzu Martínez Director Proprietary Berkelium, S.L. 24/01/2020
Mr. Aurelio Orrillo Lara Non-Director Secretary 14/10/2013
Ms. Esther Málaga García Director Independent 24/06/2022
Ms. Isabel Zarza García Director Independent 21/06/2024
Mr. Rodrigo Unceta de la Cruz Director Proprietary Inverlasa, S.L 21/06/2024

Board Committees

Audit Committee

Name Position on the Committee Status Shareholder First Appointment as Board Member
Mr. Pablo Cervera Garnica Chairman Independent 27/02/2014
Ms. Isabel Zarza García Secretary Independent 21/06/2024
Mr. Eduardo Unzu Martínez Member Proprietary Berkelium, S.L. 24/01/2020

Nomination and Remuneration Committee

Name Position on the Committee Status Shareholder First Appointment as Board Member
Ms. Esther Málaga García Chairwoman Independent 24/06/2022
Mr. Eduardo Unzu Martínez Secretary Proprietary Berkelium, S.L. 24/01/2020
Mr. Pablo Cervera Garnica Member Independent 27/02/2014

Sustainability Committee

Name Position on the Committee Status Shareholder First Appointment as Board Member
Ms. Ana Ruiz Lafita Chairwoman Proprietary Inverlasa, S.L. 24/06/2022
Ms. Esther Málaga García Secretary Independent 24/06/2022
Ms. Isabel Zarza García Member Independent 21/06/2024

The Board Committees do not have their own regulations; however, their operating framework and functions are governed by the Regulations of the Board of Directors of AZKOYEN, S.A.

Board Remuneration

Board Remuneration

The Board Remuneration Policy of Azkoyen, S.A. for the period 2023-2025 was approved by the General Shareholders' Meeting on June 21, 2024, and will apply for this period unless modified by the General Meeting. See here:

Reports and Regulations

Company’s Articles of Association and Regulations of Governing Bodies

Annual Corporate Governance Report

This Annual Corporate Governance Report has been approved by the Board of Directors of the company.

Regulations and Policies

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