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A.9 Describe the conditions and the term of the current mandate of the Board of Directors to issue, repurchase or
transmit treasury stock, as conferred by the General Shareholders’ Meeting.
The General Shareholders’ Meeting held on 25 June 2013 authorised the Board of Directors of the Company to repurchase treasury stock under the
terms indicated below:
a) The acquisition can be made 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 articles of association. For these purposes, net assets shall be considered to be
the amount identified as such in accordance with the criteria for preparing annual accounts, less the profits directly attributable to it, and plus
the uncalled share capital, as well as the amount of the principal and the share premium that are registered in the accounts as liabilities.
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 continuous
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 in Article 146.a)3 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.
A.9 bis Estimated floating capital:
%
Estimated floating capital
49.63%
A.10 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
A.11 State whether the General Shareholders’ Meeting has agreed to adopt neutralisation measures against take-overs
bids, pursuant to Law 6/2007.
NO
If so, explain the approved measures and the terms under which the restrictions would be lifted:
A.12 State whether the company has issued securities which are not traded on a regulated EU market.
NO
If applicable, indicate the different types of shares, and the rights and obligations each type of share confers.
ANNUAL CORPORATE GOVERNANCE REPORT
