Manuel Arroyo Prieto, CEO of DEOLEO, S.A. (The "Company"), established in Alcolea (Córdoba) Ctra N-IV (km 388) -. 14610, company whose shares are listed on the stock exchanges of Madrid, Bilbao, Valencia and Barcelona, STATES The following according to the provisions of Article 228 of Legislative Royal Decree 4/2015 of 23 October, approving the revised text of the Stock Market Law: MATERIAL FACT The Ordinary General Meeting of Shareholders of DEOLEO, SA, validly held today at first call, which had an attendance of 70.488% of the share capital, has approved by a large majority the following resolutions regarding the items on the order of the day: First. Approval of the individual financial statements of the Company and those of the consolidated group for the financial year ended 31 December 2015 1.1. Approval of the financial statements of the individual company (balance sheet, Profit and loss account, statement of changes in equity, cash flow statement and report) by the Board of Directors relating to the financial year ended December 31 2015. 1.2. Approval of the financial statements of the consolidated group (balance sheet, Profit and loss account, statement of changes in equity, cash flow statement and report) made by the Board of Directors relating to the financial year ended on 31 December 2015. Second. Approval of the individual and consolidated Management Report (including the annual corporate governance report), for the year ended on December 31, 2015 2.1. Approval of the Management Report, including the Corporate Governance Report of the individual company, for the year ended December 31, 2015. 2.2. Approval of the Management Report, including the Corporate Governance Report, of the consolidated Group for the year ended December 31, 2015. Third. Approval of the Board of Directors management corresponding to the fiscal year ended December 31, 2015 Approval of the of the Board of Directors management corresponding to the fiscal year ended on December 31, 2015. Fourth. Application of results for the year ended December 31, 2015 1
Approval of the results of the year ended December 31, 2015, which is negative in the amount of 69,082 thousand euros, allocating it to the account of "negative results of previous years". Fifth. Approval of the amendment of the Articles of Association 5.1 Approval of the amendment of Article 4 of the Articles of Association for the purpose of including the amendment made in the Capital Companies Act by Act 9/2015, of 25 May, on urgent measures in insolvency matters. 5.2 Approval of the amendment of Article 13 of the Articles of Association to coordinate its wording with the above modification. 5.3 Approval of the amendment of Article 34 bis of the Articles of Association for the purpose of including in its wording the amendments to the Capital Companies Act included in the Act 22/2015, of 20 July, on Auditing of Accounts. Sixth. Approval of the amendment of Article 5 of the Regulations of the General Shareholders Meeting to include the amendment made in the Capital Companies Act by Act 9/2015, of May 25 Approval of the amendment of Article 5 of the Regulations of the General Shareholders Meeting to include the amendment made in the Capital Companies Act by Act 9/2015, of 25 May, on urgent measures in insolvency matters Seventh. Informing the General Meeting of Shareholders of the amendment to the Regulations of the Board of Directors It has been left on record that the General Meeting of Shareholders has been informed of the amendment to the Regulations of the Board of Directors approved by the Board of Directors of the Company, on a proposal from the Appointments and Remuneration Committee at its meeting dated May 5, 2016. Eighth. Ratification of Directors Voting separately and individually the ratification of each of them, the following was agreed: 8.1.- Under the proposal of the Board of Directors, prior favourable report of the Appointments and Remuneration Committee, to ratify the appointment as director of Mr. Manuel Arroyo Prieto, whose personal data recorded in the Commercial Register appointed by co-option by agreement of the Board of Directors approved on May 28, 2015 to fill the vacancy caused by the resignation of Mr. Jaime Carbó Fernández, and re-elect and appoint him as director of the Company for the statutory period, with the status of executive director. - 2 -
8.2.- Under the proposal of the Board of Directors, prior favourable report of the Appointments and Remuneration Committee, to ratify the appointment as director of Unicaja Banco, SA, whose personal data are recorded in the Commercial Register appointed by co-option by agreement of the Board of Directors adopted on October 22, 2015 to fill the vacancy caused by the resignation from "Fundación Bancaria Unicaja" and re-elect and appoint him as a director of the Company for the statutory period, with the status of proprietary director. It is noted, for information purposes, that the individual representing that entity is Mr. Manuel Azuaga Moreno. Ninth. Maintaining the number of members of the Board of Directors Approval to maintain set at fourteen (14) the number of members of the Board of Directors, as agreed by the General Meeting of Shareholders at its meeting on 11 June 2014. Tenth. Submission to the advisory vote of the annual report on remuneration of directors Approval with an advisory nature of the annual report on remuneration of directors, whose text has been made available to the shareholders from the date of the call. Eleventh. Re-election or, where appropriate, appointment of auditors Approval of the re-election of Deloitte, SL, established in Madrid, Plaza Pablo Ruiz Picasso 1, Torre Picasso, with Tax Id. NIF. number B-79104469, and registered in the ROAC (Official Auditors Registry) with number S0692, as auditor of both the Company and its consolidated group for the audit of individual and consolidated financial statements for the fiscal year beginning 1 January 2016. Twelfth. Authorization to acquire, directly or indirectly, own shares in accordance with the provisions of Articles 144 and following and Article 509 of the Capital Companies Act Approval to expressly authorize the Board of Directors, with powers of delegation, in accordance with the provisions of Article 146 of the Capital Companies Act, for the acquisition of shares of Deoleo, S.A. under the following conditions: 1. Purchases may be made by Deoleo, S.A. directly or indirectly through its subsidiary companies on the same terms of this agreement. 2. Acquisitions shall be made through purchase, exchange or any other form permitted by law. 3. The acquisitions may be made at a given time up to the maximum amount permitted by law. 4. Maximum and minimum prices: - 3 -
Maximum price: not exceeding the higher amount of the following: a) Price of the last market transaction by independent parties. b) Highest price contained in the order book. Minimum price: may not be less than 15% to the closing Price of the share in the session preceding the day of the transaction, unless market circumstances allow a variation on that percentage in accordance with current legislation. 5. Term of authorization: five years after the approval of this agreement. 6. In case of acquisition of shares in the exercise of this authorization the rules laid down in Article 148 of the Capital Companies Act shall apply. 7. The Board of Directors is expressly empowered to freely dispose of the shares acquired under this authorization in order to comply where appropriate with the commitments made in the "Remuneration systems with delivery of stock options" or " referenced to the share price" whose implementation in the company has been subject to the required approvals and to satisfy, if necessary, through the submission of shares, the remuneration resulting from existing compensation plans and / or systems in the company. 8. This authorization revokes and supersedes, in the amount not used, that granted by resolution adopted by the General Meeting held on May 28, 2015. Thirteenth. Delegation to the Board of Directors, pursuant to the provisions of Article 297.1.b) of the Capital Companies Act, of the power to increase the share capital, for a period of five years to the required legal maximum once or more times, in the amount decided at a given time by the Board of Directors to the legal limit, by issuing new shares, with or without vote, ordinary or preference, including redeemable shares or any other type permitted by law, with provision of incomplete subscription as provided in Article 311 of the Capital Companies Act, with express delegation of the power to amend Article 6 (share capital) of the Articles of Association. Accordingly, annulling as necessary the delegation granted to the Board of Directors on 28 May 2015. Delegation likewise of the power to exclude pre-emptive rights in those share issues in accordance with the provisions of the Article 506 of the Capital Companies Act Revoking and annulling the delegation granted by the General Meeting of Shareholders held on 28 May 2015 under item thirteen of the agenda, which has not been exercised, the following has been approved: 1. Delegate to the Board of Directors, as broadly as necessary in law, the power to increase the share capital, in accordance with the provisions of Article 297.1.b) of - 4 -
the Capital Companies Act, within the legal term five years from the date of conclusion of this General Meeting, to the maximum amount of 50% of the share capital of the Company at the time of this authorization, this extension being possible on one or more occasions, in the amount decided, by issuing new shares with or without vote, ordinary or preferential, including redeemable shares, or any other type permitted by law, with or without premium, the consideration for them being in cash contributions and with the possibility of setting the terms and conditions of the capital increase, among others, determining the nominal value of shares to be issued, their characteristics and any privileges to be granted, the attribution of the right of redemption and its conditions, as well as the exercise of same by the Company. Attributing the Board of Directors the power to exclude pre-emptive rights under the terms of Article 506 of the Capital Companies Act regarding the issuance of shares to be made under this agreement. Likewise attributing the Board of Directors the power to freely offer the unsubscribed shares within the emption deadline, when granted, and provide that in the event of incomplete subscription, the capital will be increased by the amount of subscriptions made in accordance with the provisions of Article 311 of the Capital Companies Act and to amend Article 6 of the Articles of Association. 2. Apply for admission to trading of the shares that may be issued under this agreement in the Stock Exchanges where the Company shares are listed at the time of each capital increase executed prior compliance with applicable legislation, empowering in this regard the Board of Directors, with express powers of substitution in one or more of the members of the Board of Directors of the Company to execute all documents and perform all necessary actions for the purpose, including any action, statement or procedure before any other competent authority. 3. Also authorize the Board of Directors to substitute the powers delegated by the General Meeting in relation to the above agreements, in favour of one or more of the members of the Board of Directors of the Company. Fourteenth. Authorization to pay employees and executives of the Company, including senior managers and the CEO, up to a maximum of twelve thousand euros (12,000.00 ) of their remuneration through the provision of shares of the Company. 1. Approval to authorize, with the aim of encouraging the participation of employees of the Company in the shareholding of the company on a stable basis, payment of up to twelve thousand euros (12,000 ) of their compensation through shares of the Company valued at the average market price during the twenty (20) sessions prior to the date of transfer and with the commitment to retain ownership of them for a period not less than three years. - 5 -
This is a pay system aimed at all employees who voluntarily opt for payment with Company shares up to the limit indicated above of twelve thousand euros (12,000 ). It is noted that this agreement is not intended, therefore, for the implementation of a new system of remuneration of employees and managers, but the establishment of an alternative system of payment in kind (in shares of the Company) of a part of their remuneration, which where appropriate applies to them. All this, under the terms and conditions of the programme prepared for this purpose, whose main features are: Beneficiaries: All employees and managers of Deoleo S.A. Willingness: Submission to the compensation plan is voluntary for participants, so that they can freely choose whether a portion of their compensation, with the maximum limit specified, is to be paid in cash or in shares. Maximum limit of shares to be received by a participant: The maximum amount of remuneration payable in shares is 12,000 per participant. Payment Date: The date initially planned for delivery of shares is during the months of March and April of the following year. Number of shares to be received by the participant: will be obtained depending on the amount of remuneration, with the maximum limit of 12,000, and the share value assessed by the value of the Shares. Maximum number of shares to be delivered under the programme: The maximum total number of shares to be delivered under the programme will depend on the value of Shares and the amount of total compensation paid to participants through shares, with the aforementioned limit of 12,000 per participant. Value of Shares: The average market price during the twenty (20) sessions prior to the Payment Date. Origin of the shares: Shares come from treasury, whether they are held by the Company directly or through its subsidiaries. Effective term: This remuneration system will apply from the financial year 2016, ending for each annuity at the time of payment to unitholders of remuneration for their work during the previous year 2. Approval to authorize the Board of Directors of the Company, with the express power of substitution, to implement, when and as it sees fit, develop, formalize, execute and settle the approved remuneration system, adopting any resolutions and signing any public or private documents, as necessary or appropriate, for their full effects, including the power to modify or adapt to new legislation, rectification, amendment, modification or supplement this resolution, including explicitly the authority to (i ) adapt the content of the compensation system to the - 6 -
circumstances or corporate operations that may arise during its term and (ii) dispose of the shares of the Company in treasury for the purpose of executing or liquidating the compensation system. 3. Approval to authorize the Board of Directors, at the proposal of the Appointments and Remuneration Committee, to make use of the compensation system agreed in successive years, always in the terms outlined above and setting as the value of the share the Share value established in this agreement, bearing in mind that this authorization does not imply the introduction of a new remuneration system, but the establishment of a new system of partial payment in kind. Fifteenth. Delegation of powers to formalize, clarify, interpret, correct and implement the resolutions adopted by the General Meeting of Shareholders Approval to authorize the Board of Directors to delegate indistinctly to the Chairman of the Board of Directors, the CEO, the Secretary of the Board of Directors and any of the Deputy Secretaries of the Board of Directors, as broadly as necessary in law, to formalize, register and execute the resolutions adopted by this General Meeting, and to that end: (i) (ii) To develop, clarify, interpret, complete and correct the resolutions adopted by this General Meeting or those which are adopted in implementation thereof, correcting any omissions, defects or errors of substance or form, including those set forth in any deeds and documents granted in formalization and execution thereof, which prevent access of the resolutions adopted and of any agreements and acts resulting therefrom to the Commercial Registry or any other registry, agency or public office. To implement the resolutions adopted by this General Meeting for this purpose performing such acts and granting such documents, public or private, are deemed necessary or appropriate for the full effectiveness and full implementation of such agreements. Prior to the General Meeting, the Steering Committee of the Company has submitted to the Board for review, discussion and approval, if any, at the next meeting to be held in late July, the Strategic Plan of Deoleo 2016-2021. The said Plan, the Steering Committee established to achieve in a sustained manner a Ebitda / Sales double digit profitability, consistent growth in sales by focusing on value versus volume and position the net financial debt in the usual ratios of large consumption companies with recurring cash generation. The executives of Deoleo presented to the Board a comprehensive plan of organic growth of the business after analysing, diagnosing and establishing action plans, being - 7 -
achievable and measurable, in all areas of the company, with the purpose of making Deoleo an admired world brand leader for olive oil. And for the record for the appropriate purposes, this communication of material facts is done in the place and on the date indicated below. Madrid, on 28 June 2016. Manuel Arroyo Prieto CEO - 8 -