Board Committees

Appointment 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

Independient

Ms. Catalina Miñarro Brugarolas

Vocals

Independent

Ms. Carmen Fernández Rozado

Independent

Ms. María José García Beato

Proprietary

Mr. Mariano Hernández Herreros

Independent

Ms. Lourdes Maiz Carro

Secretary (non member)

Executive

Mr. José Luis del Valle Pérez

Functions

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

Proposed Board Member and Secretary to the Board of Director appointments.

Proposed appointment of Senior Executives, especially those who will form part of the Group’s Management Committee, and the basic conditions of their contracts.

Issues relating to gender diversity on the Board of Directors.

The provisions established in these rules regarding the operation of the Board of Directors will be applied to the Appointment Committee as necessary and with the natural adaptations.

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.