SCHEDULE I TEMPLATE

ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED COMPANIES

IDENTIFYING DATA OF ISSUER

End date of fiscal year of reference:

Tax Identification Number:

31/12/2022

A28164754

Corporate Name:

DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIÓN, S.A.

Registered Office:

C/ JACINTO BENAVENTE, 2A (EDIFICIO TRIPARK), (LAS ROZAS DE MADRID), MADRID

(Free translation from the original in Spanish. In the event of discrepancy, the Spanish- language version prevails.)

ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED COMPANIES

A. OWNERSHIP STRUCTURE

A1 Complete the following table on share capital and the attributed voting rights, including, where appropriate, those corresponding to shares with a loyalty vote as of the closing date of the year:

Indicate whether company bylaws contain the provision of double loyalty voting:

Yes ☐

No ☒

Date of the last

Share capital (€)

Number of shares

Number of voting rights

modification of the share

capital

6 August 2021

580,655,340.79

58,065,534,079

58,065,534,079

Indicate whether different classes of shares exist with different associated rights:

Yes ☐

No ☒

A.2 List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

Name or corporate name of

% voting rights attributed to

% of voting rights through

% of total voting

shareholder

shares

financial instruments

rights

Direct

Indirect

Direct

Indirect

LETTERONE INVESTMENT

0.00

77.70

0.00

0.00

77.70

HOLDINGS, S.A.

Details of the indirect holding:

Name or corporate name of the

Name or corporate name

% voting rights

% of voting rights

% of total

indirect owner

of the direct owner

attributed to

through financial

voting

shares

instruments

rights

LETTERONE INVESTMENT

L1R INVEST1

77.70

0.00

77.70

HOLDINGS, S.A.

HOLDINGS S.A.R.L.

- 2 -

Indicate the most significant movements in the shareholder structure during the year:

Most significant movements

There have been no significant movements in the shareholder structure.

A3 Whatever the percentage, provide details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, excluding the directors who have been identified in section A.2, above:

Name or corporate

% voting rights

% of voting rights

% of total

From the total % of voting

name of director

attributed to shares

through financial

voting

rights attributed to the

(including loyalty

instruments

rights

shares, indicate, where

votes)

appropriate, the % of the

additional votes attributed

corresponding to the shares

with a loyalty vote

Direct

Indirect

Direct

Indirect

Direct

Indirect

DON STEPHAN

0.09

0.00

0.00

0.00

0.09

0.00

0.00

DUCHARME

DON JOSÉ WAHNON

0.00

0.00

0.00

0.00

0.00

0.00

0.00

LEVY

DON MARCELO MAIA

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Total % of voting rights held by members of the Board of Directors

0.09

Details of the indirect holding:

Name or

Name or

% voting

% of voting

% of total

From the total % of voting

corporate

corporate

rights

rights through

voting rights

rights attributed to the shares,

name of

name of the

attributed to

financial

indicate, where appropriate, the

director

direct owner

shares

instruments

% of the additional votes

(including

attributed corresponding to the

loyalty votes)

shares with a loyalty vote

No data

List the total percentage of voting rights represented on the Board:

Total % of voting rights held by the Board of Directors

77.70

Letterone Investment Holdings, S.A., represented on the Board of Directors by Mr. Stephan DuCharme and Mr. Sergio Dias, holds 45,118,954,927 shares in the Company, representing 77.704% of its share capital.

- 3 -

A.4 Indicate, where applicable, any family, commercial, contractual or corporate relationships between owners of significant holdings, insofar as these are known by the company, unless they are insignificant or arise from ordinary trading or exchange activities, except for those reported in section A.6:

Name or corporate name of related-party

Type of relationship

Brief description

No data

A.5 Indicate, where applicable, any commercial, contractual or corporate relationships between owners of significant holdings and the company and/or group, unless they are insignificant or arise in the ordinary course or line of business:

Name or corporate name of related-party

Type of relationship

Brief description

L1

RETAIL UK LLP

Contractual

Provision of financial, strategic and

commercial advisory and consultancy

services

L1

Retail JERSEY LLP

Contractual

Provision of financial, strategic and

commercial advisory and consultancy

services

A.6 Describe the relationships, unless insignificant for the two parties, that exist between significant shareholders or shareholders represented on the Board and directors, or their representatives, in the case of legal-entity directors.

Explain, where applicable, how the significant shareholders are represented. Specifically, indicate those directors who have been appointed to represent the significant shareholders, those whose appointment was proposed by significant shareholders, or those related to significant shareholders and/or entities in its group, specifying the nature of such relationships. In particular, indicate, where applicable, the existence, identity and position of the Board members, or the directors' representatives, of the listed company who are also members of the managing body, or their representatives, of companies with significant shareholdings in the listed company or in the companies in the group of those significant shareholders.

Name or corporate name of

Name or corporate name

Name of the company in

Description of

related director or

of related significant

the group of the

relationship/position

representative

shareholder

significant shareholder

MR. STEPHAN DUCHARME

L1R INVEST1

L1 RETAIL UK LLP

Mr. DuCharme is a Senior

HOLDINGS, S.À.R.L.

Partner of L1 Retail UK LLP

MR. STEPHAN DUCHARME

L1R INVEST1

L1 RETAIL JERSEY LLP

Mr. DuCharme is a Senior

HOLDINGS, S.À.R.L.

Partner of L1 Retail JERSEY

LLP

MR. SERGIO DIAS

L1R INVEST1

L1 RETAIL UK LLP

Mr. Dias is a partner of L1

HOLDINGS, S.À.R.L.

Retail UK LLP

MR. SERGIO DIAS

L1R INVEST1

L1 RETAIL JERSEY LLP

Mr. Dias is a partner of L1

HOLDINGS, S.À.R.L.

Retail JERSEY LLP

- 4 -

Letterone Investment Holdings, S.A. has informed the Company that, on 1 April 2023, Mr. Sergio Ferreira Dias will voluntarily retire and will cease to hold all his positions in the aforementioned group, ceasing to represent the aforementioned shareholder on the Board of Directors as from that date. As a consequence of this communication, the Board of Directors at its meeting of 22 February 2023 agreed to reclassify the aforementioned director as "other non- executive director" as from 1 April 2023.

A.7 Indicate whether the company has been notified of any side agreements affecting it pursuant to Articles 530 and 531 of the Capital Companies Law. If so, provide a brief description and list the shareholders bound by the agreement:

Yes ☐

No ☒

Indicate whether the company is aware of the existence of any concerted actions among its shareholders. If so, provide a brief description:

Yes ☐

No ☒

Expressly indicate any amendments to or termination of such agreements or concerted actions during the year:

A.8 Indicate whether there are any individuals or legal entities that exercise or may exercise control over the company in accordance with Article 5 of the Securities Market Law: If so, identify:

Yes ☒

No ☐

Name or corporate name

LETTERONE INVESTMENT HOLDINGS, S.A.

A.9 Complete the following table with details of the company's treasury shares:

At year-end:

Number of direct shares

Number of indirect shares (*)

% of total share capital

23,699,636

0.04

- 5 -

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

DIA - Distribuidora Internacional de Alimentación SA published this content on 14 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2023 07:45:03 UTC.