IBERSOL | Integrated Management Report | 2025
CORPORATE GOVERNANCE REPORT as a right of first refusal in favour of the franchisors. The franchise agreements in relation to some international brands provide for the possibility of termination in the event of a change of control of Ibersol, SGPS S.A. without the prior consent of the franchisor. In certain periods, there may be some financing agreements entered into by Ibersol SGPS, S.A. and its subsidi- aries in relation to which the respective creditors have the possibility of declaring the debt immediately due and payable if there is a change in the shareholder control situation. As at 31 December 2025, there were € 8.9 million in financings under these conditions, which corresponds to 82.59% of the total amount of financings of Ibersol SGPS, S.A. and its subsidiaries at that date. There are no agreements between the company and members of the management body or employees that provide for indemnities in the event of the employee’s resignation, dismiss- al without just cause or termination of the employment relationship following a public takeover bid. 5. Regime to which the renewal or revocation of defensive measures is subject, in particular those that provide for the limitation of the number of votes that can be held or exercised by a single shareholder, individually or in concert with other shareholders. No defensive measures have been adopted within the Company, nor any regime regarding their renewal or rev- ocation, and under the terms of the Articles of Association each share carries one vote. There are no restrictions on voting rights or any dependence on the ownership of a particular number or percentage of shares, and there are likewise no deadlines imposed for the exercise of voting rights that exceed or amend those established by law, nor are there, in this context, any systems for segregation of rights of a patrimonial nature. 6. Shareholders agreements. The Company is not aware of any shareholders’ agreement entered into between shareholders, in such capacity, that may lead to restrictions on the transfer of securities or voting rights, or that may result in a concerted exer- cise of voting rights. 238
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