MERLIN Properties Annual Report 2023

14 | Annual report | 2023 Number of ordinary shares 469,770,750 Number of weighted shares 469,770,750 Total equity (€m) 6,615 GAV (€m) 11,270 Net debt (€m) 4,050 Net debt / GAV 35.9% Capital structure key data Treasury stock 0.3% Autocarte Blackrock Nortia Cap Banco San Free Float Banco Santander 24.6% Nortia Capital Investment 8.2% Blackrock 5.0% Free Float 60.9% ts internal organisational structure can be summarised as follow: • A Board of Directors composed of 13 directors . MERLIN’s Board of Directors is composed of a majority of independent directors and its activities are focused on defining, supervising and monitoring the policies, strategies and general guidelines to be followed by the Group. The Board is responsible for long-term strategy and for monitoring its implementation. • A Planning and Coordination Committee composed of 5 directors, including the Chairman and the Chief Executive Officer, assigned the functions of preparation, coordination, proposal and preliminary review of the agenda and proposed resolutions to be submitted to the Board, without executive functions and without supervisory or control functions. • A Lead Director , who will chair the Board in the absence of the Chairman, and, as applicable, the Vice-Chairman and who coordinates the external directors and is informed and aware of the concerns of investors and shareholders. The lead directors also plays an important role in managing the Whistleblower Channel. • An Audit and Control Committee (ACC) composed of 5 directors, an Appointments and Remuneration Committee (ARC) with 6 directors, and a Sustainability and Innovation Committee (SIC) with 4 directors; all of these committees are made up of a majority of independent directors, are informative and advisory bodies, without executive functions, with advisory, reporting and proposal-making powers within their scope of action. • A Chief Executive Officer (CEO) who reports directly to the Board and is a Board member, responsible for carrying out the Company’s strategy and operations. • A Chief Operating Officer (COO) who reports directly to the Board and is a Board member, responsible for managing and carrying out the Company’s operations. • An Investment Committee made up of the management team. Composition