Consolidated Financial Statements and Consolidated Management ...

State and explain, as applicable, whether rules have been established to authorise one of the independent directors to call meetings of the Board or to
include new points on the agenda, in order to coordinate and represent the concerns of the external directors, and to oversee evaluation by the Board.
YES
Explanation of the rules
Article 21 of the Regulations of the Board empowers directors to ask the Chairman to include items on the agenda, and the Chairman is obliged
to include these when the request has been made at least ten days prior to the date set for the meeting and is accompanied by the relevant
documentation needed for said items to be communicated to the other members of the Board. Likewise, when the Chairman of the Board is also
the Chief Executive Director of the company, the Board shall appoint one of the independent directors to coordinate and represent the concerns
of the external directors and to oversee the evaluation of the Chairman by the Board.
B.1.22. Are reinforced majorities other than legal majorities required for any kind of decision
YES
State how resolutions of the Board of Directors are adopted, indicating at least the minimum quorum and the type of majority required to pass
resolutions:
Description of the resolution:
For any resolution, other than the above
Quorum %
Half plus one of the members of the Board of Directors. 51.00
Type of majority %
Absolute majority of those attending 51.00
Description of the resolution:
Appointments of directors that directly or indirectly hold interests of any type or that have an employment, professional or mercantile relationship, or
relations of any other type with competitor companies.
Quorum %
Half plus one of the members of the Board of Directors. 51.00
Type of majority %
70% of its members 70.00
B.1.23. Explain if there are any specific requirements to be appointed chairman, other than those applicable to directors:
NO
B.1.24. State whether the Chairman has the casting vote:
YES
Matters on which there is a casting vote
Resolutions will be passed by absolute majority of the votes of the directors attending the meeting. In the event of a tie, the Chairman, or the Vicechairman
substituting them, shall have the casting vote.
B.1.25. Indicate whether the bylaws or board regulations provide any age limits for board members:
YES
Age limit Chairman Age limit Executive Director Age limit director
65 65 70
B.1.26 State whether the bylaws or the regulations of the Board establish a limited mandate for independent directors:
NO
Maximum number of years 0
ANNUAL CORPORATE GOVERNANCE REPORT 27