In the last 5 financial years the Company did not pay out any dividends.

The shareholders have the right to participate in the profit reported in the audited annual financial statement and allocated by resolution of the General Shareholders’ Meeting to be paid to the shareholders of the Company. Decisions concerning profit distribution and dividend payments fall within the exclusive competence of the General Shareholders’ Meeting.

Holders of ordinary shares are authorized to receive dividend and have voting rights at the General Shareholders’ Meetings proportionate to their holdings (each share entitles to exercise one vote).

Currently the profit is allocated as reserve capital for further development or to cover potential losses.

The AmRest Group has in place a diversity policy that supports the creation of a favorable working environment, in which employees feel respected and appreciated. However, the Company did not develop in a form of document the diversity policy in relation to the Company's governing bodies and its key managers. The appointment process of the managing and supervising members is free from any discrimination (including gender, age or ethnicity) and focuses on the assessment of elements such as: professional experience, education and competences of candidates.
The Issuer will consider the possibility of implementing an appropriate diversity policy in the future, if it turns out to be necessary to maintain diversity in relation to the company's governing bodies and its key managers.
 

- at the end of 2019 the Board of Directors was composed of 7 persons, including 6 men and 1 woman.

- at the end of 2018 the Board of Directors was composed of 7 persons, including 7 men.

- at the end of 2017:

the Management Board was composed of 4 persons, including 3 men and 1 woman, 

the Supervisory Board was composed of 7 persons, including 7 men.

- at the end of 2016:

the Management Board was composed of 6 persons, including 5 men and 1 woman,

the Supervisory Board was composed of 5 persons, including 5 men.

- at the end of 2015:

the Management Board was composed of 6 persons, including 5 men and 1 woman,

the Supervisory Board was composed of 8 persons, including 7 men and 1 woman.

The Rules related to selection of auditing company are regulated by Art. 263-265 of the Spanish Corporate Enterprises Act (Royal Legislative Decree 1/2010 of 2 July) and Article 40 of the Spanish financial auditing act (Law 22/2015 of 20 July).

In line with the Article 35 of the Company’s Statute, the body that has the power to make resolutions on appointing and removing accounting auditors  is the General Shareholders’ Meeting.  Board of Directors draws up the draft of resolutions to be voted by the General Shareholders Meeting based on  recommendation present to the Board by the Audit Committee.

Pursuant to the Board of Directors Regulation, the Audit Committee is responsible for proposing motions regarding the recruitment, appointment, re-election and replacement of the accounts auditor to the Board of Directors, taking charge of the recruitment process, as well as the terms and conditions of the agreement, the scope of their professional mandate and the renewal or termination of their mandate. In accordance with Article 19 of the Board of Directors Regulation, the Audit Committee shall also liaise with the auditor to receive information on matters that could represent a threat to its independence; any matter related to the implementation of the audit process; and, where appropriate, the authorization of any services, other than those forbidden under the terms of the applicable audit regulations, and other communications envisaged by these regulations.

In any event, the Audit Committee must receive the following from the accounts auditor on an annual basis: written confirmation of its independence regarding the entity or those entities that it has direct or indirect links to; information on any additional services rendered of any kind and the relevant fees received by the auditor or persons, natural or legal, related to the auditor, from the abovementioned entities, pursuant to the provisions of the prevailing audit regulations.

Moreover, the Audit Committee shall issue – annually prior to the issue of the audit report – a report expressing an opinion on whether the independence of the accounts auditor has been jeopardised. Such report must include a reasoned assessment of the provision of each and every additional service referred to in the foregoing paragraph (other than the legal audit), individually and as a whole, and in relation to the independence system or the audit regulations.