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25

C.1.45

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

administration and management posts or employees that 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

DIRECTORS

When executive directors are hired, indemnity clauses may

be stipulated, applicable only during the first two years in

which the contract is in force and only in the event of a

unilateral termination by the company.

The maximum limit of such indemnity payment will be one

year's full salary.

Indemnity clauses may 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

variable and fixed component.

EXECUTIVES

This type of clause is not 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 can be

temporary or permanent, and in which the particular

circumstances of this contract and its future termination are

taken into account and assessed.

The general rule is that under no circumstances would a

takeover bid itself be grounds for the termination of an

employment contract and the payment of indemnity.

EMPLOYEES

Indicate whether these contracts must be disclosed and/or approved by the Company or Group bodies:

Board of Directors

Shareholders’ Meeting

Body that authorises

the clauses

X

YES

NO

Was the Shareholders’ Meeting informed of the clauses?

X

C.2

Board of Directors' Committees

C.2.1

Detail all the Board of Directors' committees, their members and the proportion of significant-

shareholder appointed and independent directors integrating them:

EXECUTIVE COMMITTEE

Name

Position

Type

Mr. José Creuheras Margenat

Chairman

Significant-shareholder

appointed

Mr. Maurizio Carlotti

Deputy Chairman Executive

Mr. Silvio González Moreno

Director

Executive