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C.1.42

Indicate and, where appropriate, detail whether the company has established rules

obliging the directors to inform upon and, where appropriate, resign in those cases

which may harm the company's proceeds and reputation:

Yes X No

Explain the rules

In accordance with article 15.2.f) of the Board of Directors' Regulations, the directors

must offer their resignation to the Board of Directors and resign accordingly should

the Board deem it advisable when, in the figure of director, circumstances arise which

may adversely affect the company's proceeds and reputation. In such cases, the

director must immediately inform the Board about the criminal proceedings in which

he/she is involved as defendant, as well as the subsequent outcome.

C.1.43

Indicate whether any Board member 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

213 of the Spanish Companies Law:

Yes No X

Name of the director

Criminal case

Observations

Indicate whether the Board of Directors has analysed the case. If the response is

affirmative, explain in a reasoned manner the decision taken on whether it is

appropriate or otherwise for the director to continue in his/her position or, where

appropriate, set forth the procedures performed by the Board of Directors up to the

date of this report or which are envisaged.

Yes No

Decision taken/procedure

performed

Reasoned explanation

C.1.44

Detail the significant agreements entered into by the company which take effect, alter or

terminate if there is a change of control at the company following a takeover bid, and

their effects.

C.1.45

Identify on an aggregate and detailed basis the agreements reached between the

company 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 bid or other type of transaction.

Number of beneficiaries

2

Type of beneficiary

Description of the resolution