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Expert Corporate Governance Service (ECGS)
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ENCE Energia y Celulosa - AGM 25 March 2021

The Meeting will be hybrid: held both in person and remotely. All pertinent information is included in Ence’s website, including attendance and voting means (telematic, in person, by proxy or direct).


We have serious concerns over the composition of the Board: Ence only has 5 independent Directors (38.5%), as well as 5 proprietary Directors (38.5%), 2 other external and 1 executive. For these reasons, we oppose the re-election of non-independent Director in items 5.B to 5.E, and support those of items 5.A and 5.F.


In item 8, shareholders are called to an advisory vote on the 2020 Remuneration Report. The quality of disclosure is good, as all remuneration components are disclosed, including the level of achievement of annual targets. Overall remuneration amounts are reasonable and the executive variable remuneration is effectively aligned with the long-term interests of stakeholders. The metrics used to measure the annual bonus are competitive and depend on a wide range of operational, financial and sustainability indicators. Hence, we recommend approval.


We suggest that the Company publishes all pertinent documents both in Spanish and their English translation together, a month in advance of the General Meeting in order to allow all shareholders to evaluate all of the information fairly.

Underlying
ENCE Energia y Celulosa SA

Ence Energia Y Celulosa is engaged in the manufacture and commercialization of wood pulp and derivatives. Co. divides its activities into the following two business lines: Forest Division: Co. manages timberlands in South America and the Iberian Peninsula. Co. is involved in trading of wood, and supplies solid wood products including: plywood, sawn timber, parquet flooring and glued-edge paneling. Co. is involved in forest and environmental consulting. Pulp Division and Energy Production: Co. is engaged in the production of Eucalyptus globulus-based TCF and ECF paper pulp. Co. is also involved in the generation of electricity through biomass power producing plants.

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