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19

c)

When an independent director unexpectedly commits any of the actions preventing his/her

classification as an independent director.

d)

When any of the incompatibilities or prohibitions set out by the legislation in force arise.

e)

When directors are seriously reprimanded by the Appointments and Remuneration

Committee as a result of an infringement of their obligations.

f)

When the circumstances of directors might damage the Company’s good standing 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.

g)

When a director is indicted or tried for any of the crimes penalised by Law, the Board will examine

the matter as soon as possible and, in view of the particular circumstances, decide whether or not

he or she should continue in his/her post. Accordingly, the Board should reasonably disclose all

such information in the Annual Corporate Governance Report.

Exceptionally, that previously indicated in the resignation causes envisaged in letters a), b) and c) will

not apply when the Board of Director considers, subject to a report by the Appointments and

Remuneration Committee, that causes exist justifying the director's non-dismissal, without affecting the

impact new unexpected circumstances may have on the director's rating.

C.1.22 Section revoked.

C.1.23

Are reinforced majorities required, other than the legal majorities, for any type of resolution?:

Yes

No X

Where appropriate, describe the differences.

Description of the differences

C.1.24

Explain whether there are specific requirements, other than those regarding directors, to be appointed

Chairman of the Board of Directors.

Yes

No X

C.1.25

Indicate whether the Chairman has the casting vote:

Yes

No X

Areas in which a casting vote applies:

C.1.26

Indicate whether the Articles of Association or Board of Directors' Regulations set any age limit for

directors:

Yes

No X

C.1.27

Indicate whether the Articles of Association or Board of Directors' Regulations set any limit regarding

the term of office of independent directors, other than that established in the regulations:

Yes

No X

Description of the requirements

Maximum term of office

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