MERLIN Properties Annual Report 2024

12 | Annual report | 2024 Number of ordinary shares 563,724,899 Number of weighted shares 563,724,899 Total equity (€m) 7,501 GAV (€m) 11,540 Net debt (€m) 3,347 Net debt / GAV 29.0% Capital structure key data Its internal organisational structure can be summarised as follow: • A Board of Directors composed of 14 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 4 directors, including the chair, the CEO and the lead director, 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 chair, and, as applicable, the vice-chair 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 internal reporting system (Whistleblower Channel). • An Audit and Control Committee (ACC) composed of 5 directors, an Appointments and Remuneration Committee (ARC) with 7 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 Treasury stock 0.2% Autocarte Blackrock Nortia Cap Banco San Free Float Banco Santander 24.7% Nortia Capital Investment 8.2% Blackrock 5.2% Free Float 61.7%