The perfect pool experience is a lazy Sunday afternoon in the backyard with your family, or attending your child's water polo game, or simply relaxing at a vacation resort. Any experience that brings family and friends together.
De la plus petite vanne à la plus grande pompe, du plus petit quatre heures au plus avancé des robots de piscine, chaque jour, nous nous efforçons d'innover dans le but de faire vibrer nos clients et de rendre l'expérience de la piscine plus simple, plus intuitive et plus agréable.
Here at Fluidra, we're trying to make the pool experience easier for everybody that's involved. IoT starts to pervade the pool market. We're able to pack more intelligence and connectivity into our products.
The goal of the quality team is a simple one. It's to improve quality and ensure the reliability of products we supply in our services, so we can continue to increase our customer satisfaction.
Reconeixem que som una empresa global i que la nostra forma en què desenvolupem el negoci és molt important. Per això, actuem d'acord als objectius que ens hem proposat dins del nostre pla Responsibility Blueprint. Aquest pla no només ens ajuda a reduir el nostre impacte en el medi ambient, sinó que ens dona unes pautes d'actuació clares per tal de garantir que estem construint una empresa que té un impacte positiu en la societat.
Customers want access to a reliable range of products that they can confidently sell to pool owners. Coupled with this, they need a team of pool professionals that are well-trained experts in their field. We aim to provide that via our sales reps, service technicians in the field, and our team of after-sales customer support. We're about building long-term relationships with our customers, identifying opportunities to help grow their business.
Here at Fluidra, our values really guide everything that we do, from our daily interactions to our communications with the team. Particularly in HR, when we're hiring, we look to bring on people who are going to embody the Fluidra values and be part of our everyday decision-making.
Durante 50 años hemos sabido adaptarnos a todos los cambios posibles. Nosotros hemos estado siempre cerca de nuestros clientes. Somos más de 7,000 personas trabajando alrededor del mundo. El futuro es brillante y estamos preparados para ello con un fantástico equipo.
Discover the perfect pool experience.
Discover Fluidra.
Good morning, ladies and gentlemen, dear shareholders. Good morning, everyone. Thank you very much to all of you, firstly, for your participation, both on-site and remotely in this AGM. Be very welcome to this event on behalf of the entire board of directors and myself. It has been two years in which the pandemic has not allowed us to do this AGM on-site, and today the AGM can be followed in a combined way. We are here in the maximum governing body of the company to share the accounts and the management of 2021, as well as to share the current moment of the company. In previous years, we were delivering the comprehensive report.
This year, given our responsibility in terms of environmental matters, you will find it available in our website, corporate website, fluidra.com, where you will have very detailed information explaining the company from the different standpoints with depth and transparency. Most of the members of the board are today here with us, either on-site or remotely, but we will have to excuse Bruce Brooks, who was COVID positive. He's perfectly well. I think we will contact him later, but he couldn't attend. You can see him there.
Uh,
Okay. We are attending all here on-site or remotely. These two years, and you can see this later, have been years of strong growth, strong expansion, and of strengthening of the company since along with the strong organic growth that we have had, there's also the reinforcement of acquisitions. As you can see during the presentation with the figures for the year 2021, we have exceeded the goals in our strategic plan one year ahead of schedule. All these milestones met during 2021 have been possible thanks to the human team who work day to day in Group Fluidra with their commitment and involvement and flexibility. I would like to thank now for their participation, the human team in Fluidra and also the board of directors.
Finally, I also want to stress and thank the support and the trust that we have had and received from all of you as shareholders of the company. Thank you very much and be very welcome to the AGM. We will now hear from the Secretary of the Board of Directors, Mr. Alberto Collado Armengo l.
Good morning, everyone. Firstly, we would like to inform the shareholders that the board of directors wants to require the presence of a notary to draw up minutes of this AGM according to Article 203 of Law on Corporations and Article 7 of Regulations of AGM of Fluidra. This task will be done by Luis Fort López-Barajas, notary of the Bar of Notaries of Barcelona present in this event. Please, Mr. Notary, introduce yourself so that shareholders can identify you.
I am Luis Fort López-Barajas, Notary of the Bar of Notaries of Barcelona. I live in Sant Cugat, so I am attending and drawing up the minutes of this AGM.
In accordance with the provisions of Article 203 of Law on Corporations and Article 7 of the Regulations of AGM. This AGM will be structured as follows. Firstly, we will meet with all the formal requirements for the valid constitution of the AGM. Subsequently, the Executive Chairman will carry out a presentation with information of interest on the year 2021, the evolution of the group, and other matters of interest related to the AGM. Thirdly, the Secretary will take the floor to inform about modifications to the regulations of the Board of Directors, the Audit Committee, and the Appointment and Remuneration Committee of Fluidra approved since the last AGM in accordance with Article 528 of the Law on Corporations. After this, we will open a Q&A time for shareholders in accordance with the provisions 20 of the Regulation of the AGM.
Those shareholders who want to intervene in the AGM and request information or clarification in relation with the matters in the agenda, or to formulate proposals, can ask their corresponding questions from now up until the end of the presentation carried out by the Executive Chairman. Those shareholders who are here on-site must write the content of their comment or question in the card that has been facilitated together with the rest of the documentation, indicating their names, surnames, the number of shares they hold or represent, and to deliver it to the staff in the room from this minute. Those shareholders who are attending remotely can do it in the Q&A in the application of telematic support. When asking the question, they must indicate the topic and write the content in the field for this purpose.
If the shareholder wants for his intervention to be in the minutes, in the case of those shareholders who are here on-site, might ask this expressly and deliver the question in written format to the staff in the room so that the notary can check it with the intervention of the shareholders. In case of the shareholders who are here remotely, they must ask this expressly, including the written part they want to have included in the minutes. In case that the shareholder does not facilitate the full intervention in written format, the notary will freely write the content of thereof, trying to respect its essence. Also, the Q&A shift will be unique, and the shareholder here on-site must speak before the end of the presentations to the staff in the room during this AGM.
Once the full list of the shareholders who must intervene is completed, we will open up the Q&A, and we will mention the shareholders in the order determined. Those who wish their intervention to be in the minutes and have given it to the notary, they must literally read it in their intervention. Regarding the shareholders who attend remotely, they will read the questions that can be answered in the AGM and the identity of the shareholder asking the question. If that question or information requested is not available, it will be facilitated or sent in written format after the seven days following the AGM. After the Q&A by shareholders, we will go to the voting by the AGM on the proposals of agreements for those matters in the agenda.
We would like to inform ladies and gentlemen that the remote voting channels will be closed at the end of this AGM. We are now finalizing the formal requirements for the valid constitution of the AGM of Fluidra, S.A. The Board of Directors agreed on the 13th of March, 2022 to call the shareholders to the AGM on the 5th of May, 2022 at 12:30 P.M. in first and single call in the AC Hotel Sant Cugat, and to also enable attendance through telematic means according to Article 28 of the bylaws and Article 10 of the regulations of the AGM, regardless of the right of the shareholders to attend in person.
This was published in the Expansión on the first of April, 2022, and on the website of the company and the web of the CNMV on the previous day, 31 of March, 2022, as communication of other relevant information where all the matters that are under approval today were included. The reports of the Board of Directors and the full text of the remuneration policy of the board have been available uninterruptedly in the website of the corporation from the publishing date. Taking into account that the legal call of this AGM has been published as indicated, it is read for the necessary effects. In accordance with the bylaws, this table of Junta General Ordinaria Fluidra, S.A.
is constituted with the Chairman, Secretary, and the members of the Board of Directors of the company, all of them attending in person, except for Ms. Esther Berrozpe, Mr. Bruce W. Brooks, and Mr. Gabriel López Escobar, who are attending remotely, and Mr. Steven Langman, who has excused his attendance. Those acting as Chairman and Secretary, Mr. Eloy Planes Corts and Alberto Collado Armengol. It will be validly constituted in the first call when shareholders present or represented have at least 25% of subscribed capital with voting rights. The share capital of Fluidra, S.A., is EUR 195,629,070, and it is divided into one euro nominal value shares. All of them have been paid up and subscribed, and the holders have the same rights.
The shareholders who have issued the vote remotely are counted as shareholders who are present. We will now talk about the current state of the attendees. Having prepared this list with IT support and the figures facilitated by professional services, the provisional quorum of attendance is the following. When it comes to closing this list in the AGM between present and proxied, 215 shareholders, 125 million, 125,000 shares, representing 87.025% of the share capital. It is detailed that in the AGM there's 41 shareholders of 701 million, equivalent to 3.7323% of the share capital.
Out of these shares, 5,812,361 are own shares equivalent to 2.91% of the share capital, and this is according to Article 148 of the Companies Act. Represented in the board, we have 174 shareholders holding 124 million shares equivalent to 83.2802% of the share capital. In accordance with the provisions of the Companies Act, we have the required quorum for the constitution of the AGM and first call. The final quorum will be indicated in the minutes of the AGM, and it will be communicated through our website. There is quorum enough for the valid constitution of this AGM in the first call and to debate all the matters included in today's agenda.
We will now hear from Mr. Chairman. Complying with the different requirements and bylaws and regulations of the AGM, I declare validly constituted this AGM, meeting the legal requirements to that effect. We will now hear from the notary, who will carry out the corresponding legal warnings. In accordance with Article 101.3 of the regulations of the business registry, I have to ask the following question. Is there any shareholder here wishing to protest regarding the manifestations regarding the provisional number of shareholders in the AGM and the capital present and represented? If that is the case, please tell me now. Also, those who are attending remotely can do it through the remote attendance application. The final quorum will be reflected in the minutes.
Let's wait for a minute to give some time for shareholders, especially those who are connected remotely, in case anyone has reserves or protests. It seems no one does, so I have verified that the legal requirements for the constitution of this AGM are met. Thank you, Mr. Notary. We will now hear from the Chairman of Fluidra, Mr. Eloy Planes Corts.
The truth is that this report should be done together with Bruce, who's left me all alone, so I guess it will be all up to him next year. I think I am the one in charge of the slides. In this intervention, I would like to basically go through the goals achieved during 2021 to analyze where we stand this year and the perspectives of the year.
We have just presented results in less than two hours ago, and to devote time at the end to corporate governance and to the remuneration policy for shareholders. The year 2021 has been an extraordinary year for Fluidra, not only because of the figures, setting a record year in all its parameters, but also because it's been a year where truly the company has completed lots of transformations. In fact, 2021 is especially and particularly important because of these topics. I would like to specifically talk about three topics. One is the reinforcement of M&A with strategic operations. I will go in deeper into that. The second one, progress in the commitments with sustainability, social, and governance matters, ESG, and also entry in IBEX 35. This has been a year of recognition, significant recognitions of the sector, of the investor world, and civil society.
I will go for the industry and the sector now because I believe that these two last years have been very difficult to adapt to with the pandemic and the strong growth of markets. Last year, practically all geographies were recognized by our customers and the work done, and I would like to stress the work of the U.S., who for the first time in history, the 4 recognition awards, the most important ones in the U.S. market, carried out by customers with a strong presence there, have been for the same manufacturer, in this case, Fluidra. Beyond the figures, there's structural changes, but also recognition by the sector and the industry. Going into the figures. Here you can see spectacular growth, 47%. Out of this 47%, 36% is organic growth. Last year was an active year.
You will see it later within M&A, representing 11% of this growth. This growth has been practically in all regions of the world. The U.S. has been the champion with a growth of 83%, of which 56% is organic. Today, the U.S. represents 41% of our turnover. The U.S. market represents approximately 50% of the world's market. When the M&A with Zodiac took place, the combined one, we had a 30%, and we've gone halfway already because we truly want to lead the market. We are already there. I will give you some figures and dates, but the weight of this market represents truly the weight of the global market. Strong growth in the U.S., strong growth in Europe, growth of approximately 32%.
Looking at the P&L downwards, strong expansion of margin, EBITDA there of EUR 150 million. That is 71% more than last year. If we look at it in terms of percentage, the improvement of EBITDA margin this year has been practically 3.5 points from 21.5% to 25.1%. This expansion is in terms of reported net profits reaching EUR 252 million. A figure that is important for us is the net cash profits, because we have an intangible amortization level in this company, which is relevant. This profit here is the profit that truly represents the capacity for the company to generate EUR 337 million, doubling the figure of last year. As I was saying, I wanted to talk about three different things. First, M&A.
Let me give you a perspective and context for all this. You're all very serious here, aren't you? Are you all okay? Okay, let me just give you a bit of context. On the one hand, I want to say that Fluidra today is a global leader in the industry. When we look at our position, and globally speaking, we like to look at the market with a wide amplitude, not only the swimming pool sector. That's how we like to look at it. Fluidra is 13% of the world's market. That's our penetration. For you to have an idea, the other two manufacturers together represent 14%, the other two big manufacturers. If we look at this in a narrow business with our core business, stakes are higher.
The average is above 20%, and some families of products above 30% and 40%. This is a view where we can see the size and the leadership that we have compared to the other two, but this also shows that the market is very much fragmented and that there is a strong option to be reinforced through strategic acquisitions. In fact, you know that Fluidra has been doing this continuously. Our view of the supply to the professional of the pool or the pool professional is a wide one. We want to offer our customer everything they need to carry out their activity. This is not a vision which is equal in or with the other stakeholders in the world's market. We have a wider view.
If you look at the acquisitions, existing ones, they all reinforce product categories, basically in the U.S. market, where we had a narrow offer or supply. Last year, as I was saying, was an extraordinary year. EUR 500 million in acquisitions were invested, practically 97%, more even 99% of investments in the U.S. market. With these investments, the supply that we have in the U.S. market is very close to the supply that we have in the rest of the world market. An element of true transformation of the company, not only figures, as I was saying before. The next element, which I was also stressing at the beginning, is the commitment that we have with ESG matters.
Nowadays, there is a clear awareness and also a growing one in practically all interest groups, so clients, suppliers, users, employees, investors, towards the concept of the need of companies to have a more holistic view or a view that goes beyond the P&L of a company. That truly, companies should get involved in the great challenges we have as societies in the world. As an advice, we believe that a clear approach that is truly part of the strategy of the company will not only transform us or make us a company that is more responsible, but also generate some advantages and differentiation as compared to our peers and to have the capacity to generate business. This is our positioning and in fact, approximately two years ago, we presented our Responsibility Blueprint, which is where we set the goals as a company.
These three pillars, environment, social, and good governance. For us, this is our transformation guideline for the company in this field of ESG. Here you can see a summary of the different targets that we have set for ourselves as a company. Within the integrated or comprehensive report, you can now access to our website. You can find all the detailed information of all the progress made with explanations in all the fields. Here you can find a summary of the headway made in the last year. I'm not going to go through it because I see your serious faces. I'm not going to go through them all, but I would like to focus in the improvement of rating. It is difficult to improve if you don't measure yourself, and we decided to measure ourselves over a year ago.
Here you can see our evolution, because when you measure, you can see your progress. These indexes, Standard & Poor's, Vigeo Eiris, Sustainalytics, are ratings in which we have been improving from -47 to 60 in S&P, and Sustainalytics is the lower, the better. We have gone down to 24.6. This shows the commitments and progress in ESG matters. The third element of a significant transformation is in the world of investment. Our commitment with the investment community, with the shareholders, for us, has always had two clear pillars. On the one hand, the fact of being capable of taking the company and giving visibility to this company in the investors world, to reach investors more and more throughout the world.
In fact, if you remember our merger, one of the great pillars of the merger was that the size was allowing us to access many more investors. Last year, we managed to complete a key milestone as a consequence of the improvement of liquidity. Thanks to the fact that the lock-up reduction has been done in the 18 months from 42% to 11%, providing liquidity to the market through institutional investors that have improved the liquidity. This was important to be able to access IBEX 35 and also, very importantly, this fine-grained work, being there with investors, talking about the company and reaching further to greater numbers and of higher quality. In fact, this year or last year, we had 900 interactions in the investors world, and the Capital Markets Day. I'm going to give a figure.
This is a relevant figure because we still have this and see this today. As a company, we are listed at a discount as compared to the U.S. companies. Our work this year has been to close this gap. Closing this gap also means to reach the investor world in the U.S. and the U.K. In the last nine months, the evolution of the shareholder, the profile of the shareholder, Fluidra has gone from being 1/3 to 2/3 in the Anglo-Saxon world. This is very good because they know the world, swimming pools and the worlds of water and can better assess the company in this market.
As I was saying, in these two pillars, for me, this is a key transformational part, being in IBEX 35 as a consequence of the advancements in recent years and which gives us greater presence and visibility. Today, the second element or pillar is remuneration to the shareholder. We have always believed that the shareholder must be paid year after year based on the performance of the company. The growth of the company and results, as I was saying before, the last year, we will see greater perspective later, has allowed us to evolve with our commitment of paying out 50% of the net profit, cash net profit. In fact, we have multiplied by 4 the dividend, if you look at the dividend paid out only 2 years ago.
This transformation, because we have also brought up a company with the capacity to generate these results. It's also transformational, as I was saying. The results of 2021 have been extraordinary. In fact, when in the extraordinary AGM in 2018, I think it was June, I can't really remember, June, July of 2018, we presented you with the merger with Zodiac. We also presented you with a strategic plan for the year 2022. Here we have wanted to show you the comparison so that you see where we are when we finished last year compared to this figure and the plan. You can see that in all figures we are ahead, not one year ahead or not only one year ahead, but the figures are in a different level, totally.
For those of you who are here, have been shareholders for many years, I would also like to show you another perspective for these results. Before the merger and from that moment until now, Fluidra is 3 x the size and it has EBITDA results 5.5 x the ones we used to have. We are talking about a net result which is 8x greater and a return on employed capital of the double, which is a significant figure. It's a figure that shows the capacity of the company to generate value for shareholder. I would like to say that Fluidra today has managed in these years, through the merger and through making the most of the moments of growth of the industry. Nowadays, Fluidra is not only world's leader, but it is a unique asset with a growth structure and results, which is also extraordinary.
You can see that we're very positive with what we've done. We have worked a lot, but things have turned out fine. Sometimes you work a lot, and things don't turn out as fine as this. Okay, let me now move on to the second point, Q1 of 2022. It is a reality that COVID has placed pools at the center of outdoor living, and we have experienced a change of level and size of the market of pools.
It's a real step change. This sort of growth rates that we have witnessed in the past two years, we know they are not sustainable given the market structure, and somehow they need to be normalized. We believe that the market's normal growth rate should be at about 5%-6%. Now, this, the dynamics for 2022 in our industry, in spite of the volatility and the uncertainty of the market, is still a very solid one. We foresee that, of course, already this year, this will be actually normalized. As you can see on the right-hand side, the highlight we gave to the market for 2022 is, implies a substantial growth rate between 12% and 17%. We foresee an expansion of the EBITDA margin of half a percentage point in a complex environment.
From the point of view of inflation, we are in an industry in which you can actually transfer prices with a little bit of delay in time, but in a consistent way. That's why we believe that we will also expand, in spite of this inflationary environment, our margins to 5 by 5 or 6%. A net cash profit of 60% to 70%, which is impacted because we have had a refinancing of the debt, which is good for the company because our debt is at a maturity of 2029, almost 2030. We have done this refinancing in the first part of the year, and we benefited from a good opportunity window. What this gives us puts our mind at ease. We have the cost of the debt assured for the next years.
As you can see, we're waiting. We're expecting a very good year. On the left-hand side, you can see the result we have presented today. A growth rate of 31% in sales, a good evolution in all of the markets. Our EBITDA growing at the same level. The Q1 are the most difficult quarters from a comparative point of view. We expect in the H2 year to have this expansion and a net profit that increases by 12% approximately. We expect a very good 2022 full year, a very solid one. To end, allow me to devote my last 5 minutes to the corporate governance and to talk about the remuneration for shareholders. The commitment by the company and by the board with the transfer and the compliance of the recommendations made by the stock exchange authorities is absolute.
Let me just share with you a piece of data. All of the stock exchange authorities recommendations, Fluidra complies fully with 86%, and partially, we cover 97% of these recommendations. This is a figure which is above the IBEX 35 average. Here we also provide our transparency. You can see, and if anybody has questions about it, we can explain it, where we do not comply, why we do not comply, and what's the roadmap to comply. Not only this, I'd like to put your minds at ease, because at Fluidra, we do this consciously, conscientiously. In fact, there is a report by Reporta, which is a report carried out by an external independent agency, especially for listed companies in the Spanish stock exchange market, about the quality of the information we give and the company's transparency.
Fluidra nowadays is the 7th company in the global ranking, going from 15 to 7. We have made a significant leap forward, and we are number 1 in terms of transparency. In fact, some of the awards I mentioned beforehand that we have received from the investment world have been first because of our Capital Markets Day and because of the quality of the information we provide to the market. Allow me now to get into, very briefly, into the activities carried out by the two committees. The audit committee, with this task of assuring the accounts and processes that ensure this, and so that the company is focused on risk management. I'm not going to read out all of this sheet of paper.
I just want to highlight that among all of these activities, supervision for the improvement of the non-financial quality information and the supervision of the improvement or increasing the amount of non-financial quality information. We have this ESG part, which is very important, but that needs to be measured, and it needs to be consistent. This is work that companies must carry out, and somehow we must make sure that they are reliable. At the Audit Committee, we have been working not only during these past two years in a very significant manner on this matter. Then in terms of the Remuneration and Nominations Committee, you have the list. Well, this is just part of the report. They have worked very hard, but this is a summary of the report. Let me highlight two things.
First, Martín Ávila, with one of Rhône's placement, he was a member of Rhône Capital Representatives. He left the board. We started a search and, well, the committee started a search. Nowadays we have with us, in fact. Well, Barbara, welcome. Welcome, Barbara. Thank you for being with us. Good work was done. Barbara has been with us for a couple or three board meetings. How many, Barbara? Two or three board meetings. The truth is that she is a person who will help us out very much in making the company evolve. Let me highlight that point, and then let me also highlight another very significant point, because it will need to be approved, which is the work carried out about long-term incentive plans.
We finished the long-term incentive plan we had for the management team, which was linked to the results of 2018 to 2022, and we've designed a new plan that goes from 2022 to 2026. We need to have a good alignment with the company's management, with shareholders' interest and value creation for the shareholder. That's why we have worked on a plan that we will present for your approval here today. That's it. Let me end. I'd like to end by talking about our capital allocation policy, which is linked to our remuneration policy for the shareholder. From that point of view, our basic principles are clear. There are three. We have always had them. The first one is a clear financial policy, which is to manage the company with an EBITDA with a ratio of debt to EBITDA of 2x.
This gives us a very solid balance sheet because it is a very cautious approach, and it gives us flexibility because it would allow us, at some point, if we have to make some sort of an acquisition that demands a greater amount of cash to increase it and to have financial muscle for that. That's the first of the three fundamental pillars in our policy in terms of capital assignment, capital allocation. The second one is to invest in M&A. We have demonstrated in the past, and the market is still highly fragmented, and we are market consolidators. We know that through M&A we are able to generate value for the company and value for the shareholder. Therefore, we, you know, a significant part of our capital allocation for cash generation goes to M&A.
The third element is that we believe, and I said so beforehand, that the shareholder needs to be compensated year after year on the basis of the company's profits. In fact, our policy is a clear one, 50% of the net cash profit. This year we suggested doubling it. You have it on screen, EUR 0.85 paid in, you know, evenly into or evenly split in two payment. The great cash generation muscle that Fluidra has allows us to be in a virtuous circle. We generate enough cash to carry out M&A and to split by 50% this M&A. We generate more cash that allows us to do more M&A and compensate even more the shareholder. We are in a virtuous loop.
As an example, let me mention last year, net debt below 3x EBITDA, EUR 500 million invested in acquisitions that reinforces and that nowadays are giving us benefit. They are giving us profit. Taking advantage of the fact that we're at the AGM and at a time of a growth in cash generation, we have added amongst the tools we have available, what we call a share buyback. This alternative additional possibility. This allows us to keep these three pillars we keep as our current policy. Our priority is M&A and dividend. Depending on the cash surplus and the market conditions, we will use this share buyback tool. Now let me really, truly end.
On our side, I believe that you may count on the engagement and the full commitment of the whole team, the whole company, and the whole board to keep on working, to make this company evolve, to improve, and to make Fluidra a stronger company every day. We will keep on doing it with the attitude that characterizes us, an energetic, enthusiastic, creative attitude with consistency, respect, and values. Thank you. Let's continue. Before going to the next point, let me remind the shareholders that once the chairman's speech is over, we will close in the next second, the Q&A session at the AGM. If you have any questions, please send them to us.
According to Article 528 of the Capital Companies Act, we inform the shareholders about the changes in the rules of the board, the audit committee, and the remunerations and appointments committee approved during the last AGM. On the 30th of March 2022, the board agreed with the favorable opinion by both committees to approve a number of modifications to the rules for the board, the audit committee, and the appointments and remunerations committee in order to adapt these regulations to the new provisions introduced by Law 5/2021 of the 12th of April, through which the text of the Capital Companies law approved by the Royal Legislative Decree 1/2010 of 2 July and other financial rules with regards to the promotion of long-term involvement of shareholders in listed companies.
To introduce certain adaptations deriving from the shareholder composition and some strategic focus given to the ESG. As a result, the board agreed with regards to the board's rulings, thus to amend articles 3, 5 and 6 in order to suppress subject matters reserved to the board once we have seen the reduction of the % of the stake of own capital below a certain threshold as agreed by the different shareholders, founding shareholders of Fluidra own capital, as was communicated to the market on the third of November 2017 through the CNMV's web page. Second, to change Article 12 to introduce the new name of the delegate commission as Delegate Commission for Strategy and ESG, and to widen its functions.
Thirdly, to change articles 13 and 14, which regulate the audit committee and the appointments and remunerations committee, respectively, to introduce some references that will be developed afterwards in the rules with regards to the functioning of both committees, especially with regards to the constitution of majorities. Finally, to change articles 5, 17, 24, 25, 27, 33 and 34 to adapt them to the amendments introduced by Law 5/2021 in the Companies Act. The board agreed with regards to the rules of the audit committee first, to change Article 6 and 22 in order to adapt the linked operations regime to the amendments introduced by Law 5/2021 in the Companies Act, and secondly, to include in Article 10 the obligation to inform the board about the management report and the respective non-financial information introduced by Law 5/2021.
Finally, the board agreed with regards to the Appointments and Remunerations Committee. First, to change articles 10 and 23 in order to adapt their content to the amendments introduced by Law 5/2021 in the Companies Act. Secondly, to adapt Article 11 well aligned with the content of the recommendation 54 of the Good Governance Code of Listed Companies. The reformed text of the rules of the board and the rules of the Audit Committee and the Remunerations and Appointments Committee is available to you on the company's corporate webpage. Now we should start with the Q&A session. We have not received any questions so far. Therefore, we now need to proceed to the voting of the proposal of agreements belonging to each one of the points in the agenda.
The voting will be carried out according to what it says in our bylaws and the rules of the AGM, subject to the provisions of the rules applicable. According to Article 24 of the AGM's general rules, those in favor will be those that correspond to all of the shares in the meeting, and we deduct first, that those belonging to the shares whose holders or representatives have expressed that they vote against, they vote blank or they abstain through a communication so that it appears in the minutes. In this case, we ask them to give it in writing so that the staff can give it to the notary public by identifying themselves with the name and surname, the number of shares they hold, or they represent the number of the proposal, their vote against, or in blank or abstaining.
Those who are virtually so that they vote through the means for that. Secondly, that those belonging to the shares whose holders or representatives have left the meeting before the vote and they have left, they have said they are leaving. In the minutes, there will be the results of each voting for each proposal. If any shareholder wants to leave in the minutes the sense of his or her vote with regards to some of the agreements, it should be given to the card given to the staff members. Or those who are attending virtually, they should do it using the virtual means given by the company for that. The shareholders will have available the full list of the agreements adopted, reflecting for each one of them the result of the voting and the sense of the votes that have been carried out during the AGM.
The agreement proposals made by the board about the points in the agenda and the reports have been available on the company's webpage since the AGM was called, and so they are considered to be read. All of the proposals for the agreement that are subject to the voting will need to be approved according to the legal majorities published in Article 25 of the AGM bylaws. In this AGM, all of the agreement proposals, except for the proposals belonging to point 10, 16, 17 in the agenda, will be approved by simple majority. In other words, more votes in favor than against.
However, the bylaws changes proposed under point number 10 in the agenda and the delegations to increase the capital proposed in point 16 and 17 in the agenda will be approved by an absolute majority. Bearing in mind the data that the corporate services have in the group, I tell the shareholders that there have been enough favorable votes to approve all of the points included in the agenda by sufficient or in majority. Now we will read the summaries of the proposals presented by the board. In the first point in the agenda, the approval of the annual accounts and the management report, both the company and its consolidated group of companies belonging to the financial year as of the 31st of December 2021. Secondly, the approval of the non-financial consolidated information statement of Fluidra, S.A. as of 31st of December 2021.
Thirdly, the application of the result of the last financial year, according to the following allocation to negative results from previous financial years. EUR 29,869,613.09. Fourth, the approval of the board management in 2021. Fifth, approval of the compensation for shareholders through a distribution of dividends against reserves for 0.85 euros for each share, which implies a total maximum of EUR 166,284,709.50 if the allocation is done for all of the ordinary shares of the company, which will be paid in two payments. For 0.43 euros per share in July and 0.42 euros per share in November, both this year.
Sixth, the approval of the election of Ernst & Young as the auditor for the company and its consolidated group for 2022, 2023, and 2024. Seven, the ratification of the appointment by co-optation of Barbara Borra as an independent board member. Eighth, the appointment of Mr. Bernat Garrigós Castro as a proprietary shareholder for the company. Ninth, approval in a separate way, the election of Mr. Bruce Brooks as an executive board member and the election of Mr. Steve Langman and Mr. José Manuel Vargas as proprietary board members, the company.
On point number 10 in the agenda, we present for the approval separately the amendment of Article 16, 25, 26, 33, 42, 44, 47, and 43 of the bylaws in order to suppress the subject matters reserved for the board and the AGM ones we have seen the reduction of the share participation of Rhône Capital in the company below a certain threshold. To include in the bylaws the possibility of having just virtual AGMs and to adapt the bylaws to the changes introduced by the Law 5/2021 according to the company law. In point 11 of the agenda, the approval separately of the amendments in Article 6, 10, 14, 18, 20, 21, 22, 24, 25 of the AGM rules with the same end as have been mentioned beforehand.
In point number 12, we present a consultative vote, the annual report about the remuneration and compensation for the board members in 2021. Point 13, the approval of the compensation policy for the board members for years, financial years 2022, 2023, 2024. Point 14, the approval of the maximum amount of the fixed annual compensation for board members, which is EUR 2 million. Point 15, approval of a long-term incentives plan for executive board members and managers of the Fluidra Group. Point 16, the authorization to the board for 5 years to increase the capital according to the limits expressed by the law to exclude the pre-emptive subscription right, limited to a maximum of 20% of the capital of the equity.
Point seventeen, the authorization to the board for the next five years to issue bonds and warrants for a maximum of EUR 500 million, excluding the preferential or pre-emptive subscription right of shareholders limited to a maximum of 20% of the capital. Point eighteen, an authorization to the board for five years to issue fixed income bonds and stakes for up to EUR 1.2 billion to guarantee these emissions. Point nineteen, the authorization to the board for five years that this company may proceed to the acquisition or derivative acquisition of its own shares directly or through group companies. Finally, point twenty in the agenda, the delegation of powers to formalize, interpret, complement, develop, correct, and execute the agreements adopted by the AGM. We give the floor now to the chairman.
Good gracious, I was worried that you would actually choke, Albert, reading so fast. Well, thank you very much. With regards to the voting about points in the agenda, I can tell you that according to the information we have received so far, and once we have verified the votes represented by the shareholders who have voted against, who have abstained from the affirmative votes carried out according to what has been defined in the AGM rules, we have approved by sufficient majorities the proposals for the agreements presented by the board. In the minutes, we will give the results of the voting and also the sense of the vote of those shareholders who have asked that to be done. The agreements approved and the results of the voting will be published fully on the company's webpage within the next five days after the end of the AGM.
Let me inform you that in the Notary Public's minutes, it will be taken as the minutes of the AGM, so we do not need to read it or approve it. A lot of you know well Fluidra's story, the story of a family-owned company that has been able to grow throughout many years with a high capacity for work and a high capacity to make its management model evolve and its structure with constant transparency and value to create value for customers, employees, and shareholders. On our side, as I've said beforehand, you have our full commitment. You have our human team's commitment, our management team's commitment, and the board members' commitment to keep on creating value for all of you and for all of the stakeholders, even in such a challenging environment.
Now allow me to thank you all, ladies and gentlemen, all shareholders, for your trust and support. I'd like to thank all of the board members for their good work and to recognize the work of our management team and the whole members of staff, which is a basic foundation to attain our goals. To conclude this AGM, I would just like to thank once again your presence and attendance in today's AGM and to remind you that you should not leave too far, because as is a tradition in our AGM, at the end of the AGM, we will give you a glass of champagne. If you leave too early, you will not get your glass of champagne.
This is the end of Fluidra's AGM, and given that there are no further issues to be dealt with, this is the end of the session. Thank you.