Board Committees

Remuneration Committee

In the interest of greater efficiency, the Board of Directors may delegate its duties to the Executive Committee, the Audit Committee, the Appoinmentt Committee and the Remuneration Committee, whose duties are regulated by current legislation and the Company By-laws (Non official English translation).

Composition

Position

Category of the board member

Name

President

Independent

Ms. María José García Beato

Members

Independent

Mr. Emilio García Gallego

Proprietary

Ms. María Soledad Pérez Rodríguez

Independent

Ms. Lourdes Fraguas Gadea

Independent

Mr. José Eladio Seco Domínguez

Secretary (non member)

Executive

Mr. José Luis del Valle Pérez

Functions

The Remuneration Committee is responsible for providing the Board of Directors with information on:

The remuneration system of the Chairman of the Board of Directors and other senior executives of the Company.

The distribution among the members of the Board of Directors of the overall remuneration agreed upon by the shareholders at the General Meeting and, if applicable, the establishment of supplementary remuneration and other payments corresponding to executive Board Members in relation to their functions.

Remuneration of Board Members.

Long-term plans that may be established in accordance with the value of the share, such as stock option plans.

Operation

The Secretary to the Board of Directors will attend the Committee’s meetings, will act as its Secretary, with entitlement to participate but not to vote, and will write up the Minutes of the meeting, which will be forwarded to all members of the Board of Directors following their approval.

The meeting will only be deemed to be convened when the majority of its members attend and agreements will be adopted by majority vote of those attending, with the Chairman having the casting vote in the event of a tie. The Committee will meet, when convened by the Chairman, at least twice a year.