Puig restructures its board and calls annual general meeting for May 29

Madrid – In a somewhat surprising move, Puig announced late on Monday evening the resignation of Josep Oliu, chairman of Banco Sabadell, from his position as a director on the company's board, which is chaired by Marc Puig. This news was framed within the announcement of Puig's upcoming Annual General Meeting, now scheduled for May 29. The company provided further details early on Tuesday, April 28.

Following the course of events, at around 8:00pm on Monday, April 27, Puig informed the National Securities Market Commission (CNMV) of its Board of Directors' decision to convene the company's next Annual General Meeting for Friday, May 29, 2026. The meeting is scheduled for 12:00pm CET on its first call, or at the same time on June 1 if the required quorum is not met. It will be held exclusively online and will be an ordinary meeting. It has been explicitly stated that, at least for now, the agenda will not include any items related to the ongoing discussions with the US company The Estée Lauder regarding a potential business integration.

The agenda for the upcoming Puig Annual General Meeting, which will take place exactly one year after the 2025 meeting, has been finalised with thirteen points. The meeting on May 29 will address several key items. These include the examination and approval of the individual and consolidated financial statements for the 2025 financial year; the consolidated non-financial management report and sustainability information; the dividend distribution; and the management report by the Board of Directors. Additionally, the agenda covers the re-election of the accounts auditor for the 2026 financial year; the appointment of the sustainability information verifier for the same period; the approval of the remuneration policy for the company's Board of Directors; the approval of the delivery of Class B shares to executive directors as payment for the variable components of their remuneration; a consultative vote on the Annual Report on Directors' Remuneration for the 2025 financial year; and a vote on the delegation of powers for the execution of the adopted resolutions.

Among the thirteen items to be discussed at the meeting, two have generated significant initial interest. The 12th item on the agenda is the vote to authorise the sale of the 'Aromas de Castilla' brand. Puig's Board of Directors has specified that they have a buyer for the brand, which would be sold for approximately 20,000 euros (23,392 dollars). This amount is higher than its book value. The sale requires authorisation from the Annual General Meeting in accordance with the company's bylaws and the Capital Companies Act, even though the brand represents no more than 5 percent of Puig's revenue. The company considers it a non-essential asset and not 'materially relevant in terms of asset volume, revenue figures, or contribution to Puig's business'. Its classification as an 'essential asset', requiring shareholder approval for its sale, is due to it having belonged to Puig for more than ten years. In the case of 'Aromas de Castilla', this period extends to 58 years, since the brand was registered in 1968.

Resignation of Josep Oliu

The second point of interest is the eighth item on the agenda, where Puig's Board of Directors has agreed to propose the re-election and appointment of the Board of Directors. This governing body has noted the decision of Josep Oliu, chairman of Banco Sabadell, to resign from Puig's board. Oliu holds 0.004 percent of the voting rights and has been a member of the Board of Directors for nearly 24 years, since October 1, 2002. He served as a proprietary director nominated by and representing Exea Inversión Empresarial, the Puig family's holding company. Through this entity, the family controls 93.21 percent of the company's voting rights, and Oliu serves as a member and chairman of its Board of Directors.

In light of this information, speculation quickly arose suggesting that Oliu's departure signals his disapproval of the ongoing negotiations between Puig and The Estée Lauder regarding a potential merger, integration, or sale. Oliu, who holds a degree in Economics from the University of Barcelona, a PhD in Economics from the University of Minnesota, and has been chairman of Banco Sabadell since 1999, is thought to oppose the potential loss of the historic Spanish company's independence, a concern previously highlighted by FashionUnited at the end of last March. However, Puig clarified on Tuesday morning that Oliu's resignation is solely due to the upcoming expiration of his term as a board member. Oliu was reappointed in December 2023 for a three-year term ending on December 18, 2026. He reportedly cited this expiration as the reason for his resignation in a written letter submitted to the board of the Spanish fashion and beauty multinational.

Puig's statement to the CNMV on Tuesday, which provided more detail on the meeting's agenda, confirmed the resignation. "With effect from today," the company noted, "the resignation submitted by letter addressed to the Company today by Mr Josep Oliu Creus" has been accepted. "For the appropriate purposes," the statement continued, "it is hereby expressly stated that, as set out in the aforementioned letter... his resignation on this date is exclusively motivated by the proximity of the expiry date of his term as a director, which would take place on December 18, 2026." The statement also noted that his resignation "facilitates the unification of the terms of appointment and renewal of the members of the Board of Directors, also allowing a new stage in the composition and structure of the Company's Board of Directors to begin from this date." The company concluded by expressing its gratitude "for the services rendered by the Director in the exercise of his office".

Re-election of Marc Puig as executive director, and appointment of Jose Manuel Albesa

Among the proposals to be presented at the upcoming Puig Annual General Meeting, the Board of Directors will propose its renewal. It remains to be seen if these changes will materialise and for how long. The proposal includes the departure of Oliu and the appointment of new board members: Julie Van Ongevalle, president and CEO of the over-the-counter medicines company Opella, as an independent director; and Jose Manuel Albesa, the new CEO of Puig, as a new executive director.

In addition to these two new appointments, the re-elections of several board members will be proposed. These include Marc Puig (executive director); Nicolas Mirzayantz (independent director); Daniel Lalonde (independent director); Ángeles García-Poveda Morera (independent director); Jordi Constans Fernández; Ioannis Petrides; Rafael Cerezo Laporta; and Christine Ann Mei (independent director). Following these new appointments and re-elections, the renewed board will consist of thirteen members.

This article was translated to English using an AI tool.

FashionUnited uses AI language tools to speed up translating (news) articles and proofread the translations to improve the end result. This saves our human journalists time they can spend doing research and writing original articles. Articles translated with the help of AI are checked and edited by a human desk editor prior to going online. If you have questions or comments about this process email us at info@fashionunited.com