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Expert Corporate Governance Service (ECGS)
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Acerinox – AGM 22 April 2020

In item 9, the Board asks for the authority to issue fixed-income instruments, including convertible bonds, with the power to exclude pre-emptive rights for a total amount of up to €3 billion. We have concerns over the possibility to increase the share capital without pre-emptive rights by up to 50%, which largely surpasses ECGS' limit of 10%. Therefore, we recommend opposition.

 

In item 12, shareholders are called for an annual advisory vote on the Directors' Remuneration Report. Concerns may arise over the lack of disclosure on the non-financial assessment metrics for variable remuneration. Moreover, the annual variable executive remuneration exceeds ECGS' limit of 150% and the overall variable remuneration depends more on short- that long-term results. Therefore, we recommend opposition.

Underlying
Acerinox SA

Acerinox is the parent company of a group engaged in the manufacture and sale of flat and long stainless steel products, and stainless steel wires. Co.'s major products include slabs, billets, black coils, plates, hot-rolled coils, hot-rolled sheets, flat bars, hot-rolled re-bars, hot-rolled black bars, engraved sheets, cold-rolled coils, cold-rolled sheets and circles. Co. also provides long stainless steel products, such as wire rods, angles, hot rolled flat bars, hot rolled re-bars, reinforced bars in coils, cold rolled re-bars, hot rolled black bars, cold drawn bars, and smooth turned bars. In addition, Co. offers wires, welding wire bars, and bars for electrodes.

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Proxinvest

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Expert Corporate Governance Service (ECGS)

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