A7 State whether any individual or legal entity exercises or could exercise control over the company according to Article 4 of the
Securities Market Act (LMV). If so, give details here:
NO
A8 Complete the following tables regarding the company’s treasury stock:
Number of direct shares
Number of indirect shares
%
of total share capital
9.062.741
0
2,94
Describe any significant changes, according to Royal Decree 1362/2007, that occurred during the year:
Notification date
Total shares acquired
Total indirect shares acquired
%
of total share capital
30/10/2013
6.316.666
0
2,05
A9 Describe the conditions and the termof the current mandate of the Board of Directors to issue, repurchase or transmit treasury
stock, as conferred by the General Shareholders’ Meeting.
The General Shareholder´s meeting held on 25th June 2013, authorized to the Board of Directors the acquisition of own shares in accordance with the following
terms:
a) The acquisition can bemade by any title accepted as a right, once or more times, provided that the acquired shares, added to those the Company already owns,
do not exceed 10% of the Company’s share capital, together with those owned by other companies in the group, if applicable.
b) The acquisition, including the shares which the Company, or a person acting in their own name but on behalf of the Company, may have acquired beforehand
and have in its portfolio, can be made as long as this does not lead to net equity being below the amount of share capital plus the reserves made unavailable by
law or the Company’s bylaws. For this purpose, net equity is considered to be the amount classified as such according to the criteria for drawing up the annual
accounts, minus the amount of profits directly assigned to it, plus the amount of uncalled subscribed share capital and the par value and issue premiums of
the subscribed share capital registered as a liability on the Company’s books.
c) The shares must be fully paid up.
d) The authorisation will be valid for 5 years from the day this agreement comes into force.
e) The minimum purchase price will be 95% and the maximum price will be 105% of the listed market value at the close of Spain’s Electronic Market the day
before the transaction, and the purchase transactions will adhere to security market regulations and customs.
The shares acquired due to the authorisation can be disposed of or amortised, or used in the payment systems set out inArticle 146.a) of the Capital Companies Act,
and in particular may be wholly or partly allocated to the beneficiaries of the Payment Plan or Plans for Company executives and employees.
A10 Indicate whether there is any restriction on the transmissibility of securities and/or any restriction on voting rights. In
particular, report the existence of any type of restriction which could hinder control of the company being taken through
acquiring its shares on the market.
NO
A11 State whether the General Shareholders’ Meeting has agreed to adopt neutralisation measures against take-overs bids,
pursuant to Law 6/2007.
NO
A12 State whether the company has issued securities which are not traded on a regulated EUmarket.
NO
ANNUAL CORPORATE GOVERNANCE REPORT
20
