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C.1.43
Indicate whether any Boardmember has informed the Company of being sued or having
any court proceedings initiated against him or her for any of the offences listed in article
213of theSpanishCompanies Law:
Yes No X
Nameof thedirector
Criminal case
Observations
Indicate whether the Board of Directors has analysed the case. If the response is
affirmativeexplain ina reasonedmanner thedecision takenonwhether it is appropriateor
otherwise for the director to continue in his/her position or, where appropriate, set forth
the procedures performed by the Boardof Directors up to the date of this report orwhich
areenvisaged.
Yes No
Decision taken/procedureperformed
Reasonedexplanation
C.1.44
Detail the significant agreements entered into by the Company which take effect, alter or
terminate if there is a changeof control in theCompany following a takeover bid, and their
effects.
C.1.45
Identifyonanaggregateanddetailedbasis theagreements reachedbetween theCompany
and its administration and management posts or employees which have indemnity
payments, guarantee or lock-in clauses, when such employees resign or are unfairly
dismissed, or whether the contractual relationship comes to an end as a result of a
takeover bidor other typeof transaction.
Number of beneficiaries
2
Typeof beneficiary
Descriptionof the resolution
DIRECTORS
When executive or internal directors are hired, indemnity
clauses may be stipulated, applicable only during the first
two years inwhich the contract is in force and only in the
event of aunilateral terminationby theCompany.
The maximum limit of the amount of this indemnity
paymentwill beoneyear's salary.
Indemnity clausesmay also be stipulated in the event of a
change in the Group's controlling shareholder, with a
maximum indemnity payment equivalent to an annual
payment of the director's full remuneration, including the
variableand fixed component.
EXECUTIVES
This typeof clause isnot common.
In certain exceptional cases, following individual
negotiation and motivated by the special interest the
business might have in contracting a specific professional,
a special compensation regime may be established, that
