ANNUAL CORPORATE GOVERNANCE REPORT FOR PUBLIC AND LISTED COMPANIES

Transcription

1 MODEL ANNEX I ANNUAL CORPORATE GOVERNANCE REPORT FOR PUBLIC AND LISTED COMPANIES THE ISSUER'S IDENTIFICATION DETAILS REFERENCE YEAR END DATE C.I.F. A Company nam: TALGO, S.A. Rgistrd addrss: Paso dl Trn Talgo Nº Las Rozas, Madrid

2 ANNUAL CORPORATE GOVERNANCE REPORT FOR PUBLICLY LISTED COMPANIES A OWNERSHIP STRUCTURE A.1 Complt th following tabl dtailing th Company's shar capital: Last modification dat Shar capital ( ) Numbr of shars Nº of voting rights 04/08/ ,105, ,562, ,562,598 Indicat whthr thr ar diffrnt classs of shars with diffrnt associatd rights: Ys No x Unitary numbr of Diffrnt Class Nº of shars Nominal unit voting rights rights A.2 List th dirct and indirct holdrs of significant sharholdings in th Company at yar nd, xcluding Dirctors*: Nam or corporat nam of th sharholdr Numbr of dirct voting rights Numbr of indirct voting rights % of total voting rights MCH INVERSIONES INDUSTRIALES S.A.R.L 6,460, % TRILANTIC CAPITAL MANAGEMENT GP LIMITED 48,467, % MCH IBERIAN CAPITAL FUND III FCR 5,870, % SANTA LUCIA S.A. COMPAÑÍA DE SEGUROS Y REASEGUROS 4,231, % * Data obtaind from CNMV rcords. Th Company dos not hav any additional information. Indicat th most significant movmnts in th ownrship structur during th yar: Nam or corporat nam of th sharholdr Dat of th opration Dscription of th opration AVIVA PLC 05/04/2017 It has dcrasd 3% of shar capital UNIVERSITIES SUPERANNUATION SCHEME 19/10/2017 It has dcrasd 3% of shar capital SANTA LUCIA S.A. COMPAÑIA DE SEGUROS Y REASEGUROS 02/10/2017 It has incrasd 3% of shar capital

3 A.3 Complt th following tabls about th mmbrs of th Company's Board who hold voting rights ovr shars in th Company: Nam or corporat nam of th sharholdr Numbr of dirct voting rights Numbr of indirct voting rights Numbr of quivalnt shars % of total voting rights José Mª Oriol Fabra 1,434, % Carlos d Palacio Oriol 1,181, % Pgaso Transportation Intrnational, S.C.A. José María Muñoz Domínguz Francisco Javir Bañon Trviño 48,467, % 52, % 182, % Juan José Nardiz Amurrio 25, % Total % of voting rights hld by th Board of Dirctors 37,60% A.4 Whr applicabl, indicat th rlationships of a family, commrcial, contractual or company natur that xist btwn th ownrs of significant sharholdings, to th xtnt that thy ar known by th Company, xcpt whn thy ar insignificant or aris as a rsult of ordinary commrcial transfrs or traffic: Rlatd party nam or corporat nam Typ of rlationship Brif dscription A.5 Whr applicabl, indicat th rlationships of a commrcial, contractual or company natur that xist btwn th ownrs of significant sharholdings, and th Company and/or its group, xcpt whn thy ar insignificant or aris as a rsult of ordinary commrcial transfrs or traffic: Rlatd party nam or corporat nam Typ of rlationship Brif dscription A.6 Indicat any sharholdrs' agrmnts that hav bn rportd to th Company, in accordanc with th provisions of Articls 530 and 531 of th Capital Companis Act. Whr applicabl, brifly dscrib ths agrmnts and list th sharholdrs involvd with thm: Ys X No

4 Participants in sharholdrs' agrmnt DON JOSÉ MARÍA DE PALACIO Y ORIOL MCH IBERIAN CAPITAL FUND III FCR MCH INVERSIONES INDUSTRIALES S.A.R.L PROYECTOS DUNBAR S.L. DR.L.I. RECASENS S.L. SAN IGNACIO S.L. CASA CUNA S.L. PEGASO TRANSPORTATION INTERNATIONAL SCA E.D.T., S.A. INMAJOR S.A. PATRIMONIAL ORLESA S.A. DOÑA LEONOR MARÍA DE PALACIO DELATTRE DOÑA ISABEL MARÍA DE PALACIO DELATTRE DON LUIS FELIPE DE PALACIO DELATTRE DON LUIS MARÍA DE PALACIO GUERRERO DOÑA MARÍA SACRAMENTO DE PALACIO GUERRERO DON MARIO DE ORIOL PASTEGA DON JAIME DEL RÍO Y ORIOL DOÑA LUISA FERNANDA DEL RÍO Y ORIOL DON CARLOS DEL RIO Y ORIOL DOÑA BLANCA DEL RÍO Y ORIOL DON GONZALO DEL RÍO Y ORIOL DOÑA MARÍA DE LAS NIEVES DE ORIOL PASTEGA DOÑA MARÍA DEL DULCE NOMBRE DEL RÍO Y ORIOL DON EDUARDO SERRA ARIAS DOÑA ALEJANDRA PAULA DE ORIOL PASTEGA DOÑA MARÍA MAGDALENA DE ORIOL MUÑOZ DON SANTIAGO MARÍA DE ORIOL MUÑOZ DON ALFONSO CARLOS DE ORIOL MUÑOZ DOÑA MARÍA BEGOÑA DE ORIOL E YBARRA DOÑA MARÍA DEL PATROCINIO DE ORIOL MUÑOZ DOÑA MARÍA DE PALACIO Y ORIOL DON IGNACIO MARÍA DE ORIOL MUÑOZ DON LUCAS MARÍA DE ORIOL LOPEZ-MONTENEGRO DON MIGUEL DE ORIOL YBARRA DOÑA CATALINA CASTILLEJO ORIOL DOÑA MARÍA DEL DULCE NOMBRE CASTILLEJO ORIOL DON JUAN CASTILLEJO ORIOL DON CAMILO PEDRO DE ORIOL FABRA DON JUAN PEDRO DE ORIOL MUÑOZ DOÑA CASILDA CASTILLEJO ORIOL DOÑA MARÍA DOLORES CASTILLEJO ORIOL DON NICOLÁS DOMECQ ORIOL Prcntag of shar capital affctd: 56% Brif dscription of th agrmnt Th Sharholdrs' Agrmnt rgulats crtain aspcts rgarding th govrning bodis of th company and th transmission and sal of shars. Th validity of this sharholdr agrmnt, without prjudic to th provisions in th following paragraph, will nd aftr th scond annivrsary of th dat of admission at th markt stock pric of th Company, ithr on th dat on which PEGASO TRANSPORTATION INTERNATIONAL, S.C.A. dos not hold a significant stak in th Company any mor (According to th currnt lgislation: 3%), whichvr occurs first. Notwithstanding th forgoing, in th vnt that th trmination of th validity of th agrmnt is a consqunc of th passag of th indicatd two-yar priod, th right of traction grantd by th sharholdrs signing th agrmnt in favor of PEGASO TRANSPORTATION INTERNATIONAL, S.C.A. Shall rmain in forc as long as th lattr company holds a significant intrst in th capital of th Company. Indicat whthr th Company is awar of th xistnc of any concrtd actions btwn its sharholdrs. Whr applicabl, dscrib thm brifly: Ys No x In th vnt that any modifications hav bn mad to ths agrmnts or concrtd actions or thy hav bn trminatd during th yar, xprssly indicat thm blow: Not applicabl

5 A.7 Indicat whthr any prson or lgal ntity xrciss control or may xrcis control ovr th Company undr th trms st forth in Articl 5 of th Scuritis Markt Law. In this cas, idntify that prson or ntity: Ys No x Commnts A.8 Complt th following tabls about th Company's trasury stock: At yar nd: Numbr of shars hld dirctly Numbr of shars hld indirctly (*) % of total shar capital (*) Through: 22, % Explain any significant variations rgistrd during th yar, in accordanc with th provisions of Royal Dcr 1362/2007: Not applicabl Explain significant variations A.9 Dscrib th trms and conditions of any mandat(s) confrrd upon th Board of Dirctors by th Gnral Sharholdrs' Mting to issu, rpurchas or transfr trasury stock. Th Gnral Sharholdrs' Mting of th Company, at its mting on 28 March 2015, agrd to xprssly authoris th Board of Dirctors to acquir TALGO, S.A. shars in th scondary markt, in accordanc with th provisions of th Capital Companis Act, undr th following trms: a) Authoris th Board of Dirctors, in accordanc with th provisions of Articl 146 t sq of th Capital Companis Act, so that it may procd to acquir th Company's own shars in th scondary markt, by any mans, ithr dirctly or through companis that it controls, subjct to th following limits and rquirmnts: - Th shars may b acquird by purchasing thm dirctly or by any othr intr vivo act in xchang for considration. - Th maximum numbr of shars acquird, in addition to thos alrady hld by th Company and any of its subsidiaris, shall not xcd tn pr cnt (10%) of th Company's total shar capital. - Th shars acquird shall b fr from all chargs and ncumbrancs, fully paid up and not linkd to th fulfilmnt of any obligations. - Th minimum acquisition pric of th shars shall not b lowr than thir nominal valu; and th maximum pric shall not xcd th shar pric shar fixd for th purposs of th shar sal offr prior to th admission of th Company's shars onto th Stock Exchang for trading, if th acquisition is mad during th priod for placing th shars, or mor than on hundrd and twnty pr cnt (120%) of th markt valu of th shars on th corrsponding dat, if th acquisition is mad subsquntly. - Duration of th authorisation: fiv (5) yars, starting from th dat th authorisation was approvd. b) Authoris th Board of Dirctors so that it may dsignat, in whol or in part, th own shars acquird to th xcution of rmunration programs, b thy alrady stablishd or stablishd in th futur, which ar intndd to involv or do actually involv th dlivry of shars or rights ovr shar options, or ar basd in any way on th volution of th markt pric of th shar, in accordanc with th provisions of Articl a) of th Capital Companis Act. This authorisation for th acquisition of own shars shall b ffctiv from th dat that th Company's shars ar admittd for trading on th Stock Exchangs of Madrid, Barclona, Bilbao and Valncia.

6 A.9 bis Estimatd floating capital: Estimatd fr float capital % A.10 Indicat whthr any rstrictions xist ovr th transfr of shars and/or th transfr of voting rights. In particular, provid information about th xistnc of any kind of rstriction that may hindr th takovr of th Company through th acquisition of its shars in th markt. Ys X No S Paragraph A.6 abov. Dscription of th rstrictions A.11 Indicat whthr th Gnral Sharholdrs' Mting has agrd to adopt masurs to nutralis any takovr bids by virtu of th provisions of Law 6/2007. Ys No X Whr applicabl, xplain th masurs approvd and th trms undr which th rstrictions would b rndrd inffctiv: A.12 Indicat whthr th Company has issud scuritis that ar not tradd on a rgulatd Europan markt. Ys No X Whr applicabl, indicat th diffrnt classs of shars togthr with th rights and obligations confrrd for ach shar class. B GENERAL SHAREHOLDERS' MEETING B.1 Indicat whthr diffrncs xist btwn th minimum rgim st out in th Capital Companis Act (LSC) and th quorum for th constitution of th Gnral Sharholdrs' Mting, and whr applicabl, provid dtails. Ys No X B.2 Indicat whthr diffrncs xist btwn th rgim st out in th Capital Companis Act (LSC) for th adoption of rsolutions and, whr applicabl, provid dtails: Ys No X Dscrib how it diffrs from th rgim st out in th LSC. B.3 Indicat th ruls applicabl to th modification of th Company's bylaws. In particular, provid dtails of th majoritis st out for th modification of th bylaws, as wll as, whr applicabl, th ruls st out for th protction of th sharholdrs' rights in th modification of th bylaws. In trms of amndmnts to th Bylaws and th protction of sharholdrs' rights in th vnt of such amndmnts, th Company is govrnd by th provisions of articls 285 t sq of th Capital Companis Act (LSC).

7 B.4 Indicat th attndanc figurs for th Gnral Sharholdrs' Mting hld during th yar, as wll as thos applicabl to prvious yars: Attndanc figurs Mting dat % attnding in prson % by proxy % distanc voting Elctronic Vot / Othrs Total 03/05/ % 61.32% 0.01% / 0.03% 64.38% 09/05/ % 61.89% 0.01% / 0.83% 66,.6% B.5 Indicat whthr any statutory rstrictions xist that stablish that a minimum numbr of shars is rquird to attnd Gnral Sharholdrs' Mtings: Ys No X B.6 Paragraph rpald. B.7 Indicat th addrss and mod of accss to th Company's wbsit, spcifically, th link to information about corporativ govrnanc and othr information about Gnral Sharholdrs' Mtings that should b mad availabl to sharholdrs through th Company's wbsit. > invrsors > gobirno corporativo In sam wb you hav accss to th information rlatd to Sharholdrs mtings of prcdnt yars: > invrsors > junta gnral d accionistas C STRUCTURE OF THE COMPANY'S BOARD C.1 Th Board of Dirctors C.1.1 List th maximum and minimum numbr of Dirctors, as stipulatd in th Company's bylaws: Maximum numbr of Dirctors 15 Minimum numbr of Dirctors 5

8 C.1.2 Complt th tabl blow with th nams of th mmbrs of th Board: Nam or corporat Nam of Dirctor Catgory Position on Dat of first Dat of last Elction Rprsntativ of Dirctor th Board appointmnt appointmnt procdur DON JOSÉ Mª ORIOL FABRA DOÑA BELÉN VILLALONGA MORENÉS DON CARLOS DE PALACIO Y ORIOL DON JOSÉ Mª MUÑOZ DOMINGUEZ DON RAMÓN HERMOSILLA GIMENO DON JUAN JOSÉ NÁRDIZ AMURRIO DON EMILIO NOVELA BERLIN DON FCO. JAVIER BAÑÓN TREVIÑO NUEVA COMPAÑÍA DE INVERSIONES S.A. PEGASO TRANSPORTATION INTERNACIONAL S.C.A DON MICHEL MOREAU DON JOHN CHARLES POPE DON ALBERTUS MEERSTADT DON MIGUEL ABELLÓ GAMAZO DON JAVIER OLASCOAGA PALACIO EJECUTIVO EXTERNO INDEPENDIE NTE CONSEJERO DELEGADO 28/03/ /03/2015 CONSEJERO 28/03/ /03/2015 EJECUTIVO PRESIDENTE 28/03/ /03/2015 DOMINICAL CONSEJERO 28/03/ /03/2015 OTRO EXTERNO INDEPENDIE NTE INDEPENDIE NTE CONSEJERO 28/03/ /03/2015 CONSEJERO 29/09/ /05/2016 CONSEJERO 28/03/ /03/2015 DOMINICAL CONSEJERO 28/03/ /03/2015 EXTERNO DOMINICAL EXTERNO DOMINICAL INDEPENDIE NTE EXTERNO INDEPENDIE NTE EXTERNO INDEPENDIE NTE CONSEJERO 28/03/ /03/2015 CONSEJERO 28/03/ /03/2015 CONSEJERO 28/03/ /03/2015 CONSEJERO 28/03/ /03/2015 CONSEJERO 28/03/ /03/2015 ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS ACUERDO JUNTA GENERAL DE ACCIONISTAS Total numbr of Dirctors 13 Indicat th dtails of any rsignations from th Board of Dirctors during th yar: C.1.3 Complt th following tabls about th mmbrs of th Board of Dirctors and thir diffrnt catgoris: EXECUTIVE DIRECTORS Nam or corporat nam of Dirctor DON CARLOS DE PALACIO Y ORIOL DON JOSÉ MARÍA DE ORIOL FABRA Rol in th Company's organisational chart PRESIDENTE CONSEJERO DELEGADO Total numbr of Excutiv Dirctors 2 % of total Board 15,38% EXTERNAL PROPRIETARY DIRECTORS Nam or corporat nam of Dirctor DON JOSÉ MARÍA MUÑOZ DOMÍNGUEZ DON FRANCISCO JAVIER BAÑON TREVIÑO NUEVA COMPAÑÍA DE INVERSIONES S.A. PEGASO TRANSPORTATION INTERNATIONAL SCA Nam or corporat nam of th significant sharholdr that h rprsnts or that appointd him MCH IBERIAN CAPITAL FUND III FCR PEGASO TRANSPORTATION INTERNATIONAL SCA PEGASO TRANSPORTATION INTERNATIONAL SCA PEGASO TRANSPORTATION INTERNATIONAL SCA

9 Total numbr of Propritary Dirctors 4 % of total Board 30,77% Nam or corporat nam of Dirctor EXTERNAL INDEPENDENT DIRECTORS Ms. Blén Villalonga Mornés Ms. Villalonga is now an indpndnt dirctor and audit committ chair of Grifols, S.A. a global ladr in th hmodrivativs (plasma) industry sinc 2013 and indpndnt dirctor of Acciona, S.A. Prviously Ms. Villalonga hld diffrnt positions in companis, such as IBM. Ms. Villalonga has also workd as a profssor at diffrnt univrsitis, among othrs Nw York Univrsity and th Harvard Businss School. Ms. Villalonga has a dgr in conomics and managmnt scinc from Colgio Univrsitario d Estudios Financiros (CUNEF). Sh also has a Mastr's Dgr Economics from th Univrsity of California, a Ph.D. in Economics and Managmnt Scinc from th Univrsidad Complutns d Madrid and a Ph.D. in Managmnt from th Univrsity of California. Mr. Juan José Nárdiz Amurrio Mr. Nárdiz is currntly th Prsidnt of Martinra Honsl, having prviously bn Vic Prsidnt of Oprations in this company. H has hld various positions of Prsidncy in companis such as Europan Di Casting Association and Tafim S.A., bing in this on an nginr, Sals Managr, Dirctor of Expansion and Businss Dvlopmnt and Chairman and Chif Excutiv Officr. Mr. Nárdiz is a snior-lvl xcutiv with 28 yars of oprational, markting, businss dvlopmnt (stratgic planning and M&A), sals and, nginring xprincs in th casting and automotiv industry. H has providd stratgic ladrship whil consistntly dlivring sals and profit growth, dvloping high prforming tams, and strngthning customr rlationships with a strong xprinc in dvloping rlationships at top lvl in North-and South Amrica, Europ, China and India. Mr. Nárdiz has a Dgr in Industrial Enginring from ICAI, a Mastr's Dgr in Businss Administration from th Instituto d Emprsa Businss School, a Matrial Scinc in Enginring Postgraduat Dgr, from UCLA, Unitd Stats, and a Dgr in Administration of Sals of th Écol ds Étudis économiqus in Montpllir. Mr. Emilio Novla Mr. Novla currntly rprsnts Banco Santandr on th board of th Spanish Privat Banking Association and h is also mmbr of th Board of OpnBank. Nowadays, Mr. Novla holds an important numbr of dirctorships including Patnts Talgo, Spanish Entrpris Association (CEIM), BlackRock Global Funds, Ryal Urbis and Dixi Mdia. Mr. Novla has an xtnsiv xprinc holding board positions at svral othr Spanish financial institutions including Vic Chairman of Banco Banif Privat Banking (Santandr Group), Banco d Jrz, Banco Urquijo, Hispamr, Cntral Hispano Gnrali, Bansto, Banco Mrcantil, Citi Lasing and Saudsbank. Mr. Novla has also srvd on th Boards of Cortfil, Larios (Prnod Ricard), Campsa, Spanair, Union Fnosa, Vallhrmoso, Tsta, YMCA Spain, US-Spain Foundation, Euro Amrica Foundation, Viajs Intrnacional Exprso, Gsinar (3i) and Cap Gmini Ernst & Young whr h srvd on th Advisory Board. Furthrmor, was also namd th CFO of Rpsol, th lading Spanish oil company, and th first Vic-Chairman and CEO of Vallhrmoso, a lading Spanish ral stat and construction company. Mr. Michal Morau Mr. Morau bgan his carr at IBM Franc, whr h srvd for 4 yars. In 1974, h joind th Alstom Group at th Compagni Général d Productiv and 18 yars latr, h was appointd Dputy Managing

10 Dirctor of th Compagni Europénn d'accumulaturs (CEAC), a subsidiary of Alcatl Alstom and a world ladr in lad-acid battris, in charg of th industrial battris businss. Sinc Mr. Morau joind Alstom Transport S.A. in 1992, h has bn managing Dirctor of th Frnch Main Lins Group, in charg of th main rolling stock activitis: high spd trains, lctric and Disl locomotivs, lctrical and Disl multipl units. H was appointd its Prsidnt until In addition, h was was lctd Chairman of UNIFE (Union d l'industri frroviair Europénn) in Mr. Morau is a graduat of th l'ecol Cntral d Paris. Mr. John C. Pop Mr. Pop is a Chairman of PFI Group, LLC and of th Board of R.R. Donnlly & Sons, Inc. Prior to that, h was Chairman of th Board of Wast Managmnt, Inc., and of th board of MotivPowr Industris, Inc. Bfor joining MotivPowr Industris, Mr. Pop was prsidnt and chif oprating officr and a mmbr of th board of dirctors of Unitd Airlins and UAL Corporation until it was purchasd by its mploys in July H formrly srvd as snior vic prsidnt of financ, chif financial officr and trasurr for Amrican Airlins and its parnt, AMR Corporation. Mr. Pop currntly is dirctor of th Kraft Hinz Company, R.R. Donnlly & Sons, Co. (RRD), and Wast Managmnt Inc. (WMI). Mr. Pop holds a Bachlor s Dgr in Enginring and Applid Scinc from Yal Univrsity and a Mastr s Dgr from th Harvard Graduat School of Businss Administration. Mr. Albrt Mrstadt Mr. Mrstadt is managind Dicrtor of CMR. Prviously, Mr. Mrstadt was Vic-chairman of th Suprvisory Board of Lucas Bols and Suprvisory Board mmbr of ABN AMRON. H was CEO of th Excutiv Board of th NV Ndrlands Spoorwgn (Nthrlands Railways), lading train and stations oprating company in Th Nthrlands. H joind this company in 2001 as Chif Commrcial Officr. Bfor joining th Nthrlands Railways, h has workd for 8 yars in th markting and advrtising sctor in th companis Young & Rubicam and Markting and Consult Brand Stratgis. Mr. Mrstadt startd his carrr at McKinsy & Company. Mr. Mrstadt has Crtification of th Intrnational Dirctor's Programm and a Mastr's Dgr in Businss Administration from INSEAD Europan Businss School and a MSc Dgr in Architctural Enginring from Dlft Univrsity of Tchnology. Total numbr of Indpndnt Dirctors 6 % of total Board 46,15% Indicat whthr any of th Indpndnt Dirctors rciv any quantitis or profits for any concpt othr than Dirctor rmunration from th Company, or from its group, and whthr any of thm hold or hav hld during th last yar, a businss rlationship with th Company or with any company in its group, ithr in his own nam or as a significant sharholdr, Dirctor or snior managr of an ntity that holds or has hld such a rlationship. No on Whr applicabl, includ a rasond statmnt from th Board dtailing th rasons why it considrs that th affctd Dirctor can still prform his dutis in his capacity as an Indpndnt Dirctor.

11 OTHER EXTERNAL DIRECTORS Idntify th othr Extrnal Dirctors and xplain th rasons why thy cannot b considrd as Propritary or Indpndnt Dirctors, as wll as thir rlationships, b thy with th Company, its Dirctors or its sharholdrs: Nam or corporat nam of Dirctor Ramón Hrmosilla Gimno Rasons Th firm RAMON HERMOSILLA ABOGADOS, whr th Dirctor is foundd partnr, rndr lgal srvics to th Group of th Company Company, managr or sharholdr with whom th rlationship is hld TALGO, S.A. and subsidiaris. Total numbr of Othr Extrnal Dirctors 1 % of total Board 7.69% Indicat any variations that hav bn rgistrd during th yar in trms of th catgoris of ach Dirctor, whr applicabl: Nam or corporat nam of Dirctor Dat of chang Prvious catgory Currnt catgory C.1.4 Complt th tabl blow with information rlating to th numbr of fmal Dirctors at th nd of th last 4 yars, as wll as th catgory of ach on: Numbr of fmal Dirctors % ovr Total numbr of Dirctors in ach catgory Yar 2017 Yar 2016 Yar 2015 Yar 2014 Yar 2017 Yar 2016 Yar 2015 Yar 2014 Excutiv NA 0.00% 0.00% 0.00% NA Propritary NA 0.00% 0.00% 0.00% NA Indpndnt NA 7.69% 7.69% 7.69% NA Othr Extrnal NA 0.00% 0.00% 0.00% NA Total: NA 7.69% 7.69% 7.69% NA

12 C.1.5 Explain th masurs that hav bn adoptd, whr applicabl, that sk to includ a numbr of womn on th Board of Dirctors so as to nabl a balancd rprsntation of womn and mn. Masurs xplanation Th Board of Dirctors of TALGO SA, approvd at its mting on Fbruary 22, 2018 a Divrsity Policy (attachd to this documnt) for th composition of th Board of Dirctors and slction of candidats for dirctors, in ordr to nsur that th Proposals for th appointmnt of dirctors in th Company ar basd on a prior analysis of th nds of th Board of Dirctors and guarant that th Board of Dirctors has a divrsity of skills, knowldg, xprincs, origins, nationalitis, ag and gndr. Th Company's Appointmnts and Rmunration Committ is working on th sarch for concrt mchanisms that allow th ffctiv implmntation of th Divrsity Policy approvd by th Board of Dirctors. Th Committ considrs that it would b dsirabl to incras th numbr of womn sitting on th Board of Dirctors and it blivs that th idal profil would b a woman with tchnical training and xprinc in th businss ara in which th Company spcialiss - namly, th manufactur and/or maintnanc of trains. C1.6 Explain th masurs that th Appointmnts Committ has agrd, whr applicabl, to nsur that th Company's slction procdurs ar not implicitly biasd against th slction of fmal Dirctors, and that th Company dlibratly sks out and includs womn on th list of potntial candidats whn thy fulfil th profssional profil sought: Masurs xplanation At its mting on 28 March 2015, th Gnral Sharholdrs' Mting agrd to appoint a fmal Extrnal Indpndnt Dirctor for a priod of four (4) yars. During th 2017 financial yar, thr was no vacancy in th Board of Dirctors. Whn a vacancy occurs, both th Rmunration and Appointmnts Committ whn making its candidat proposal to fill th commntd vacancy, and th Board of Dirctors whn appointing th nw dirctor, will tak into considration and implmnt th masurs approvd in th Divrsity Policy. Th purpos of th Divrsity Policy is to nsur that th proposals for th appointmnt and rlction of Dirctors ar basd on a prior analysis of th nds of th Board of Dirctors of th Company and favor th divrsity of knowldg, training and profssional xprinc, ag, and of gndr in it, without suffring from implicit biass that may imply any discrimination, in particular, du to gndr, disability, or any othr prsonal condition. In th sam way, a slction procdur is stablishd to nsur this objctiv. Th Divrsity Policy approvd by th Board of Dirctors on Fbruary 22, 2018 is attachd to this documnt. Whn, dspit th masurs that hav bn adoptd, whr applicabl, th numbr of fmal Dirctors is scarc or non-xistnt, xplain th rasons to justify this: Rasons xplanation Th Appointmnts and Rmunration Committ continus and is in th procss of slcting fmal Dirctors to covr upcoming vacancis. C.1.6.bis Explain th conclusions drawn by th Appointmnts Committ rgarding th vrification of complianc with th slction policy for Dirctors. And in particular, about whthr this policy is promoting th objctiv that th numbr of fmal Dirctors should rprsnt, at last, 30% of th total numbr of Board mmbrs by 2020.

13 Rfr to sction C.1.5. and C.1.6. Conclusions xplanation C.1.7 Explain how th sharholdrs who hold significant staks ar rprsntd on th Board. Mr Javir Bañón Trviño was appointd as a Dirctor of PEGASO TRANSPORTATION INTERNATIONAL, S.C.A. on 28 March Mr José Mª Muñoz Domínguz was appointd as a Dirctor of MCH IBERIAN CAPITAL FUND III, F.C.R. y MCH INVERSIONES INDUSTRIALES, S.A.R.L. on 28 March NUEVA COMPAÑÍA DE INVERSIONES, S.A., which owns 9.6% of th shar capital of PEGASO TRANSPORTATION INTERNATIONAL, S.C.A. was appointd as a Dirctor of th lattr company on 28 March Similarly, PEGASO TRANSPORTATION INTERNATIONAL, S.C.A. was appointd as a Dirctor of th sam company on 28 March C.1.8 Whr applicabl, xplain th rasons why Propritary Dirctors hav bn appointd at th rqust of sharholdrs whos sharholdings rprsnt lss than 3% of th total shar capital: Indicat whthr formal rqusts to participat in th Board hav bn dnid for sharholdrs whos sharholdings ar qual to or mor than th sharholdings of othrs who hav bn appointd as Propritary Dirctors, upon rqust. Whr applicabl, xplain th rasons why th rqusts hav bn dnid: Ys No X C.1.9 Indicat whthr any Dirctor has rsignd from offic bfor th nd of his trm, whthr that Dirctor has xplaind his rasons to th Board and if so, through which channl. And, if h has communicatd his rasons in writing, list blow th rasons givn by him: C1.10 Indicat which powrs, if any, hav bn dlgatd to th Chif Excutiv Officr(s): Nam or corporat nam of th Dirctor DON JOSÉ MARÍA ORIOL FABRA Brif dscription Ths Dirctors hav bn dlgatd all of th lgal and statutorily dlgabl powrs: (i) Svrally for oprations that do not xcd 3 million. (ii) Jointly for oprations xcding 3 million and amounting to lss than 18 million. Nam or corporat nam of th Dirctor DON CARLOS DE PALACIO Y ORIOL Brif dscription Ths Dirctors hav bn dlgatd all of th lgal and statutorily dlgabl powrs: (i) Svrally for oprations that do not xcd 3 million.

14 (ii) Jointly for oprations xcding 3 million and amounting to lss than 18 million. C.1.11 Whr applicabl, idntify thos mmbrs of th Board, if any, who hold offic as dirctors or xcutivs of othr companis that form part of th sam group as th listd company: Nam or corporat Company nam of th Rol Dos h xrcis nam of th Dirctor group ntity xrcis xcutiv functions? D. José María Oriol Fabra Patnts Talgo, S.L.U., CEO Ys D. José María Oriol Fabra Talgo Dutschland GmbH. CEO Ys D. José María Oriol Fabra Talgo Inc. Chairman No D. Carlos d Palacio Oriol Patnts Talgo, S.L.U Chairman Ys D. Ramón Hrmosilla Gimno Patnts Talgo, S.L.U. Scrtary No D. José María Oriol Fabra Motion Rail S.A. CEO Ys D. Carlos d Palacio Oriol Motion Rail S.A. Chairman Ys D. Albrtus Mrstadt Motion Rail S.A. Vocal No Pgaso Transportation Intrnational SCA Motion Rail SA Vocal No C.1.12 Whr applicabl, list th nams of th Dirctors of th Company who sit in th board of th nongroup companis listd on th official markts, which hav bn rportd to th Company: C.1.13 Indicat and, whr applicabl xplain, whthr th Ruls of th Board stablish rgulations about th maximum numbr of company boards on which its Dirctors may sit: Ys X No Conclusions xplanation In accordanc with th provisions of Articl 31(xii) of th Ruls of th Board, Dirctors may not srv on mor than fiv (5) Boards of Dirctors, unlss xprssly authorisd to do so by th Board of Dirctors, at th proposal of th Appointmnt and Rmunration Committ, xcluding: Boards of Dirctors of companis that form part of th sam group as th company; Boards of Dirctors of family companis or companis ownd by th Dirctors or thir familis; and Boards that thy sit on du to thir profssional rlationships. C.1.14 Paragraph rpald. C.1.15 Indicat th total rmunration paid to th Board of Dirctors: Board rmunration ( in thousands) 1,569 Amount of total rmunration for currnt Dirctors corrsponding to accumulatd pnsion rights ( in thousands) Amount of total rmunration for formr Dirctors corrsponding to accumulatd pnsion rights ( in thousands) 0 0 C.1.16 Idntify th mmbrs of snior managmnt who ar not Excutiv Dirctors and indicat th total amount of rmunration accrud by thm during th yar:

15 C.1.17 Whr applicabl, indicat th idntity of Board mmbrs who also, in turn, sit on th Board of companis ownd by significant sharholdrs and/or of othr ntitis in th group: Nam or corporat nam of Dirctor Company nam of significant sharholdr Rol Whr applicabl, dtail th significant rlationships hld by mmbrs of th Board that link thm to significant sharholdrs and/or othr ntitis in th group, othr than thos rfrrd to in th prcding paragraph: C.1.18 Indicat whthr thr hav bn any changs to th Ruls of th Board during th yar: Ys No X C.1.19 Indicat th procdurs for slcting, appointing, r-lcting, valuating and rmoving Dirctors. List th comptnt bodis, th procdurs followd and th critria usd for ach procdur. 1.-APPOINTMENT OF DIRECTORS Th Gnral Sharholdrs' Mting is rsponsibl for appointing, lcting and rmoving Dirctors. Nvrthlss, th Board may covr any vacancis that aris, through th co- optation procdur, on a tmporary basis, until th nxt Gnral Sharholdrs' Mting is hld. Th following prsons may not b appointd as Dirctors, including, whr appropriat, individual rprsntativs of lgal ntity Dirctors: Domstic or forign companis, whos significant sharholdr, dirctly or indirctly, holds a stak, dirctly or indirctly, in a company that oprats in th railway sctor or in othr sctors in which th Company compts, as wll as any of thir administrators or snior managmnt and popl who, whr applicabl, wr proposd by thm in thir capacity as sharholdrs. Prsons who, in th two (2) yars prcding thir possibl appointmnt, hav hld snior managmnt rols in govrnmnt that ar incompatibl with th prformanc of thir functions as a Dirctor of a listd company, in accordanc with rgional or stat law, or prsons who hav hld rols of rsponsibility in on of th sctors in which th company undrtaks its activity. Prsons or lgal ntitis who ar subjct to any othr ruls of incompatibility or prohibition, as govrnd by th gnral ruls, including thos who hav intrsts that ar in any way opposd to thos of th Company or thos of any on of th Group's companis. Th Board of Dirctors - and th Appointmnts and Rmunration Committ, within th scop of its rsponsibilitis - shall ndavour to nsur that th proposals for candidats that it submits to th Gnral Sharholdrs' Mting for appointmnt or r-lction as Dirctors, and th appointmnts that it maks dirctly to covr vacancis in th xrcis of its co-optation dutis, involv rspctabl and appropriat popl, who hav rcognisd solvncy, comptnc, xprinc, qualifications, training, availability and commitmnt for th rol. It shall ndavour to nsur, as wll, that th candidat slction procss rsults in a wll balancd Board of Dirctors, as divrsity nrichs dcision making and allows multipl points of viw to b shard during discussions of mattrs undr its rmit. In th cas of lgal ntity Dirctors, th individual prson who rprsnts an ntity in th xrcis of th functions inhrnt to th rol of Dirctor shall b subjct to th sam rquirmnts indicatd in th paragraph abov. Th incompatibilitis and dutis stablishd for th Board in th Company Bylaws and in th Ruls of th Board shall b qually applicabl to th individual prson rprsnting th lgal ntity. 2.- RE-ELECTION OF DIRECTORS Proposals for th r-lction of Dirctors that th Board of Dirctors dcids to submit to th Gnral Sharholdrs' Mting must b subjct to a procss of laboration of which a proposal will ncssarily b part (in th cas of Indpndnt Dirctors) or a rport (in th cas Of th othr

16 Dirctors) issud by th Appointmnts and Rmunration Committ, which will valuat th quality of th work and th ddication to th position of th Dirctors proposd during th prvious trm, as wll as, xprssly, th honorability, suitability, solvncy, comptnc, availability and commitmnt to thir rol. In any cas, th ratification and r-lction of th Dirctors must comply with th provisions of th law and th Corporat Govrnanc Systm Ruls of th company. 3.- EVALUATION OF DIRECTORS Articl 21.8 of th Ruls of th Board stablishs an annual action plan, which rquirs th Board of Dirctor to valuat its own opration and th quality and fficincy of its work, as wll as that of th diffrnt Committs and, to propos, on th basis of th rsults, an action plan to corrct any dficincis dtctd, rcording th rsults of that valuation in th minuts of th mting and incorporating thm as an annx; as wll as on th basis of th prvious rport from th Appointmnts and Rmunration Committ, th rviw and valuation on an annual basis of th work prformd by th Chairman of th Board in his capacity as such and, whr applicabl, th work prformd by th Managing Dirctor and CEO of th Company, as wll as of th work prformd by th diffrnt committs. During th discussion btwn th Board of Dirctors about th work of th Chairman in his capacity as such and, whr applicabl, th Managing Dirctor and CEO of th Company, th prson bing discussd may not b prsnt and so th Vic-Prsidnt of th Board of Dirctors and, in his absnc, th Dirctor appointd for that purpos by th Board of Dirctors, should lad th dbats, in accordanc with th provisions of th Ruls of th Board. 4.- REMOVAL OF DIRECTORS Th Dirctors shall lav offic whn th priod of which thy ar appointd has lapsd ot whn so dcidd by th Gnral Sharholdrs' Mting in it xrcis of th powr assignd to it. Th trm of offic shall b four (4) yars from th dat of accptanc. Th Board of Dirctors shall not propos th rmoval of any Indpndnt Dirctor bfor th nd of his trm in offic, unlss th Board of Dirctors idntify just caus to do so, following a rport from th Appointmnts and Rmunration Committ. In any cas, th Appointmnts and Rmunration Committ shall rport to th Board of Dirctors about proposd rmovals du to any brach of dutis inhrnt to th rol of Dirctor or if a Dirctor is involvd in any activity that warrants his rsignation or th mandatory trmination of his appointmnt. Th Divrsity Policy norms approvd by th Board of Dirctors at its mting hld on Fbruary 22, 2018, will b obsrvd - along with thos alrady xisting in th company - both by th Rmunration and Appointmnts Committ and by th Board of Dirctors. Administration in all procss of appointmnt, r-lction, valuation and rmoval of dirctors C.1.20 Explain th xtnt to which th annual valuation of th Board has promptd significant changs in its intrnal organisation and th procdurs applicabl to its activitis: Modifications dscription Th Board of Dirctors has implmntd an valuation systm for monitoring th work of ach Dirctor individually and th board in a collctiv way that will improv its activity and its valuation. During th financial yar 2017 no dficincis hav bn dtctd that hav givn ris to aspcts of improvmnt, having bn valuatd satisfactorily. C.1.20.bis Dscrib th valuation procss and th aras valuatd by th assistant to th Board of Dirctors, whr applicabl, by an xtrnal consultant, rgarding th divrsity of its composition and dutis; th opration and composition of its committs; th prformanc of th Chairman of th Board of Dirctors and of th CEO of th Company; and th prformanc and contribution mad by ach Dirctor. C.1.20.tr Whr applicabl, disclos th businss rlationships that th consultant or any on of th group's companis holds with th Company or with any company in th group.

17 C.1.21 Indicat th cass in which Dirctors must rsign. Dirctors must submit thir rsignation to th Board of Dirctors and formally rsign in th following cass: (i) Whn, du to suprvning circumstancs, thy ar involvd in any of th cass of incompatibility or prohibition stablishd in th gnral provisions of th Company Bylaws or th Ruls of th Board. (ii) Whn an act or conduct attributabl to th Dirctor has causd srious harm to th corporat assts or rputation of th Company or a risk ariss of criminal liability for th Company. (iii) Whn thy los th rputation, capability, solvncy, comptnc, availability or commitmnt to thir dutis ncssary to b a Dirctor of th Company. (iv) Whn thir continuation on th Board of Dirctors may jopardis, for any rason, and dirctly, indirctly or through any prsons rlatd to thm (according to th dfinition of that trm containd in th Ruls of th Board), th loyal and dilignt prformanc of thir dutis in accordanc with th corporat intrst. (v) Whn th rasons for which thy wr appointd cas to xist and, in particular, in th cas of Propritary Dirctors, whn th sharholdrs who thy rprsnt slls som or all of thir sharholdings with th consqunt loss of th sharholdrs' significant or sufficint stak to justify th appointmnt. Th numbr of Propritary Dirctors proposd by a sharholdr should dcras in proportion to th rduction in th stak in th Company's shar capital. (vi) Whn, for any rason, an Indpndnt Dirctor bcoms involvd in any of th prohibiting circumstancs st forth in Articl 8.5 of th Ruls of th Board. (vii) Whn th Dirctor rachs 73 yars of ag. In any of th cass dscribd in th prcding paragraphs, th Board of Dirctors shall rquir th Dirctor to rsign from offic and, whr applicabl, shall propos his rmoval at th Gnral Sharholdrs' Mting. By way of xcption, th abov shall not apply in th vnt of th rsignations st forth in paragraphs (v) and (vi) abov, whn th Board of Dirctors considrs that rasons xist to justify th continuation of th Dirctor in offic, following a rport from th Appointmnts and Rmunration Committ, without prjudic to th ffct that th nw suprvning circumstancs may hav on th classification of th Dirctor. In th vnt that an individual prson who rprsnts a lgal ntity Dirctor finds himslf involvd in any of th cass dscribd abov, h shall b disqualifid from xrcising such rprsntation.

18 C.1.22 Paragraph rpald. C.1.23 Ar qualifid majoritis rquird for any kind of dcision, othr than thos prscribd by law?: Ys No x C.1.24 Explain whthr any spcific rquirmnts xist, othr than thos rlating to Dirctors, for th appointmnt of th Chairman of th Board. Ys No x C.1.25 Indicat whthr th Chairman has a casting vot: Ys No x C.1.26 Indicat whthr th bylaws or th Ruls of th Board stablish any ag limit for Dirctors: Ys x No Ag limit for th Chairman 73 Ag limit for th CEO 73 Ag limit for Dirctors 73 C.1.27 Indicat whthr th bylaws or th Board rgulations stablish a limitd trm of offic for th Indpndnt Dirctors, othr than th trm stablishd by law: Ys No x C.1.28 Indicat whthr th bylaws or th Ruls of th Board stablish spcific ruls for proxy voting by Board mmbrs, th way of doing it and, in particular, th maximum numbr of proxis that a Dirctor may hav, as wll as whthr any limitations hav bn stablishd in trms of th catgoris to which it is possibl to dlgat, byond th limitations imposd by law. Whr applicabl, provid a brif dscription of thos ruls. Th Ruls of th Board stablish that th CEO shall b appointd by th Board of Dirctors and that his appointmnt shall rquir th affirmativ vot of at last two thirds of th mmbrs of th Board of Dirctors. Similarly, th Ruls of th Board stablish that agrmnts in th cor shall b adoptd by th absolut majority of th vots prsnt and rprsntd, xcpt whn rfrring to th prmannt dlgation of powrs and th appointmnt of th Dirctors who will xcut thm, including th Chairman, if h is an Excutiv Dirctor, in which cas such agrmnts shall rquir th affirmativ vot of at last two thirds of th Dirctors. C.1.29 Indicat th numbr of mtings that th Board of Dirctors has hld during th yar. Also, whr applicabl, indicat th numbr of tims that th Board has mt without th Chairman in attndanc. Attndanc shall also includ proxis appointd with spcific instructions. Numbr of Board mtings 8 Numbr of Board mtings hld without th Chairman's attndanc -

19 If th Chairman is an Excutiv Dirctor, indicat th numbr of mtings hld without th prsnc or rprsntation of any Excutiv Dirctor and chaird by th coordinating Dirctor. Non Indicat th numbr of mtings that th diffrnt Board committs hav hld during th yar: Nº of mtings hld by Stratgy Committ 4 Nº of mtings hld by th Audit Committ 3 Nº of mtings hld by th Appointmnts & Rmunration Committ 3 C.1.30 Indicat th numbr of mtings that th Board of Dirctors has hld during th yar with all mmbrs in attndanc. Attndanc shall also includ proxis appointd with spcific instructions: Numbr of mtings hld with all mmbrs in attndanc 4 % of attndancs ovr total vots cast during th yar 96.15% C.1.31 Indicat whthr th individual and consolidatd annual accounts submittd to th Board for approval had bn crtifid prviously: Ys No x Idntify, whr applicabl, th prson(s) that crtifid th Company's individual and consolidatd annual accounts prior to thir authorisation for issu by th Board: C.1.32 In th vnt that thy xist, xplain th mchanisms stablishd by th Board of Dirctors to prvnt th individual and consolidatd accounts that it prpars from bing prsntd to th Gnral Sharholdrs' Mting wi th aqualifid audit rport. Tha Audit Commission hold mtings priodically with th xtrnal auditor in which among othr topics, conclusion of th work prformd in such mtings is rviwd, and in addition, in accordanc with th provisions of th Ruls of th Board rgarding th powrs of th Audit Committ, it is rsponsibl for: a) Dircting a unit or dpartmnt in th Company that assums th rol of intrnal audit and that nsurs th propr opration of th IT and intrnal control systms (that dpartmnt shall functionally rport to th Chairman of th Audit Committ). b) Suprvising th procss for prparing, prsnting and nsuring th intgrity of th mandatory financial information rlating to th Company and, whr applicabl, to th group, as wll as rviwing complianc with th rgulatory rquirmnts, th appropriat dlimitation of th consolidation primtr and th corrct application of th accounting critria. c) Rgularly rviwing th intrnal control and risk managmnt systms, so that th main risks ar proprly idntifid, managd and disclosd. d) Suprvising th ffctivnss of th Company's intrnal control systm, th intrnal audit function and th risk managmnt systms, including thos rlating to tax, as wll as discussing any significant waknsss dtctd in th intrnal control systm with th auditor of th accounts during its prformanc of th audit.

20 ) Establishing and suprvising a mchanism that allows th mploys to rport, confidntially and, whr appropriat, anonymously, any potntially significant irrgularitis, spcially any rlating to financial and accounting mattrs that aris in th cor of th company. f) Ensuring that th Board of Dirctors submits th accounts to th Gnral Sharholdrs' Mting without limitations or qualifications in th audit rport and that, in xcptional cass, whn qualifications xist, nsuring that both th Chairman of th Audit Committ and th auditors clarly xplain th contnt and scop of thos limitations or qualifications to th sharholdrs. C.1.33 Is th Scrtary of th Board also a Dirctor? Ys No x If th Scrtary is not a Dirctor, complt th tabl blow Nam or corporat nam of th Scrtary Rprsntativ María José Zuco Pña C.1.34 Paragraph rpald. C.1.35 In th vnt that thy xist, indicat th spcific mchanisms stablishd by th Company to prsrv th indpndnc of th xtrnal auditors, financial analysts, invstmnt banks and ratings agncis. In accordanc with th provisions of th Ruls of th Board rgarding th powrs of th Audit Committ, it is rsponsibl for: (a) Prsnting proposals to th Board of Dirctors for submission to th Gnral Sharholdrs' Mting rgarding th slction, appointmnt, r-lction, valuation and rmoval of th xtrnal auditors, as wll as th conditions for thir ngagmnt. (b) Rciving rgular information from th xtrnal auditor about th audit plan and th rsults of its implmntation, and vrifying that snior managmnt tak thir rcommndations into account. (c) Ensuring th indpndnc of th xtrnal auditor and, to that nd: - Ensuring that th rmunration of th xtrnal auditor for its work dos not compromis its quality or indpndnc. - Ensuring that th Company notifis th National Scuritis Markt Commission about any chang in th auditors as a significant vnt, and that it accompanis its rport with a dclaration rgarding th potntial xistnc of disagrmnts with th outgoing auditor and, if thy xist, thir contnts. - Ensuring that th Company and th xtrnal auditor adhr to currnt lgislation rgarding th provision of non-audit srvics, th limits in trms of th concntration of th xtrnal auditor's businss and, in gnral, th othr ruls stablishd to nsur th indpndnc of th auditors. - In th vnt that th xtrnal auditor rsigns, xamining th circumstancs that hav causd it. (d) Establishing th appropriat rlationships with th auditors or audit firms so as to rciv information rgarding thos qustions that may pos a risk to thir indpndnc, for considration by th Audit Committ, as wll as any othr mattrs rlating to th procss to audit th accounts, as wll as any othr communications providd for in th audit lgislation and auditing standards. In any cas, thy must rciv a dclaration of indpndnc from th auditors on an annual basis rgarding

21 th Company and th companis rlatd to it, dirctly or indirctly, as wll as information about th additional srvics rndrd, of any kind, and th corrsponding fs rcivd from thos companis by th xtrnal auditors or by popl or ntitis linkd to thm, in accordanc with th provisions of th lgislation govrning audits. Ensuring that th xtrnal auditor holds at last on mting pr yar with th full Board of Dirctors to inform it about th work prformd and about th volution of th accounting nvironmnt and th risks facing th Company. () Issuing an annual rport, prior to th issu of th audit rport, in which it xprsss an opinion about th indpndnc of th auditors or th audit firms. This rport should commnt, in all cass, about th provision of additional srvics to thos dscribd in th paragraph abov, considrd both individually and as a whol, bsids th statutory audit and rgarding th framwork of indpndnc or audit rgulations. (f) Whr appropriat, ncouraging th auditor of th group to tak rsponsibility for th audits of th companis that compris it. C.1.36 Indicat whthr th Company has changd its xtrnal auditor during th yar. If so, idntify th outgoing and incoming auditors: Ys No x In th vnt that thr wr any disagrmnts with th outgoing auditor, xplain th contnt of th disagrmnts: C.1.37 Indicat whthr th audit firm prforms non-audit work for th Company and/or th group and if so, stat th amount of th fs paid for such work and th prcntag that th rprsnt of th total fs invoicd to th Company and/or th group: Ys x No Fs for non-audit work ( in thousands) Company Group Total F for non-audit work / Total amount invoicd by th audit firm (%) 0.00% 31.00% 31.00% C.1.38 Indicat whthr th audit rport for th annual accounts last yar containd any rsrvations or qualifications. Whr applicabl, indicat th rasons givn by th Chairman of th Audit Committ to xplain th contnt and scop of thos rsrvations or qualifications. Ys No x C.1.39 Indicat th numbr of conscutiv yars that th currnt audit firm has bn prforming th audit of th annual accounts of th Company and/or th group. Also, indicat th numbr of yars th Company has bn auditd by th currnt audit firm as a prcntag of th total numbr of yars for which th annual accounts hav bn auditd: 4 yars 44,4% Company Numbr of unintrruptd xrciss 5 5 Numbr of xrciss auditd by th currnt audit firm / Numbr of xrciss that th company has bn auditd (in%) Group 55.55% %

22 C.1.40 Indicat whthr a procdur xists whrby th Dirctors can rciv xtrnal advic and provid dtails, whr applicabl: Ys x No Dtail of th procdur In accordanc with th provisions of Articl 27 of th Ruls of th Board, and with th aim of bing supportd in th prformanc of thir dutis, Extrnal Dirctors may rqust th ngagmnt of advisors and xprts, at th xpns of th Company. Thir rqusts should rlat to spcific problms that carry crtain importanc or complxity. Th dcision to ngag thos srvics must b communicatd to th Chairman and shallb implmntd through th Scrtary to th Board of Dirctors, xcpt in th cass in which th Board considrs th advic to b unncssary or inappropriat. Th Company shall stablish an orintation program to provid nw Dirctors with rapid and sufficint knowldg about th Company, as wll as about its corporat govrnanc ruls. It shall also offr th Dirctors knowldg rfrshr programs whn th circumstancs so warrant it. Furthrmor, Articl 25.6(iv)2 of th sam Ruls stablishs that th Audit Committ may ngag th srvics of xtrnal advisors, at th xpns of th Company, to prform its functions, whn it dms appropriat. And in th sam vain, Articl 26(iv) 2 stablishs that th Appointmnts and Rmunration Committ may also ngag th srvics of xtrnal advisors, at th xpns of th Company, to prform its functions, whn it dms appropriat. C.1.41 Indicat whthr thr ar procdurs in plac for th Dirctors to rciv th information thy nd in sufficint tim to prpar for mtings of th govrning bodis and, whr applicabl, provid dtails: Ys x No Dtails of th procdur Dirctors hav accss to a spcific softwar application that facilitats th prformanc of thir dutis and th xrcis of thir right to information. Th ncssary and appropriat information rquird for th prparation of Board mtings is includd in this application, in accordanc with th mting agnda spcifid in th mting notics, along with th matrial and prsntations rlating to thm. C.1.42 Indicat and whr appropriat, provid dtails as to whthr th Company has stablishd ruls that oblig th Dirctors to rport and, whr applicabl, rsign in cass that may harm th Company's crdibility and rputation: Ys x No Explain th ruls In accordanc with th provisions of Articl 14.3 of th Ruls of th Board, Dirctors must tndr thir rsignation to th Board of Dirctors and formally rsign in th following cass: Whn an act or conduct attributabl to th Dirctor has causd srious harm to th corporat assts or rputation of th Company or a risk ariss of criminal liability for th Company. Whn thy los th rputation, capability, solvncy, comptnc, availability or commitmnt to thir dutis ncssary to b a Dirctor of th Company. C.1.43 Indicat whthr any mmbrs of th Board hav notifid th Company that thy hav bn indictd or trid for any of th crims statd in Articl 213 of th Capital Companis Act: Ys No x