APPENDIX 1 ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED COMPANIES DATA IDENTIFYING ISSUER

Transcription

1 APPENDIX 1 ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED COMPANIES DATA IDENTIFYING ISSUER Ending date of reference financial 2013/12/31 Tax Identification Code A Registered Name FERSA ENERGÍAS RENOVABLES, S.A. Registered Address Ronda General Mitre, 42, bajos, Barcelona Spain NOTICE. This document is a translation of a duly approved Spanish-language document, and is provided for informational purposes only. In the event of any discrepancy between the text of this translation and the text of the original Spanish-language document that this translation is intended to reflect, the text of the original Spanishlanguage document shall prevail.

2 ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED COMPANIES MODEL A REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT FINANCIAL YEAR A.1. Explain the Company s policy. This section will include information regarding: - General principles and foundations of the policy. - Most significant changes made to the policy from the policy applied during the prior financial, as well as changes made during the to the terms for exercising options already granted. - Standards used and composition of groups of comparable companies whose policies have been examined to establish the Company s policy. - Relative significance of the variable items of as compared to fixed items and standards used to determine the various components of the director package (remunerative mix). Explain the policy The policy of the Directors of the Company is based on the private autonomy and transparency principles and follows the guidelines established on the annual report about Directors approved by the Board of Directors in its meeting held on 28 February 2013 and approved with a consultative nature by the Shareholders General Meeting that took place on 28 June In accordance with the previous information, the policy and structure of of Fersa s Directors (that has neither suffered significant changes with respect to that applied during the previous nor has been modified during the ) is adjusted to that stated in the Law (article of the Corporate Enterprises Act) and in article 18 of the Company s By- Laws, that establishes the following: The annual of the Directors, for their management as members of the Board of Directors of the Company, is fixed as an eight per cent (8%) of the net profits, which will only be received after having covered the attentions to reserve and dividend that the law determines. The Board of Directors will distribute among its members this participation, in the form and quantity that it considers most appropriate, recording this information in the report that the Board of Directors might prepare in accordance with the applicable legislation at each moment. Notwithstanding the above, the Directors will also receive a that is established as a fixed quantity according to the positions held (Director, Chairman of the Board of Directors, member of any of the Delegated Committees), as well as the attendance fees established in each case. Such fixed and the attendance fees that correspond will be approved each by the Shareholders General Meeting. The forecasted in the previous sections, arising from the membership in the Board of Directors, will be compatible with any other professional or employment - related payments that correspond to the Directors for other executive or advisory functions that, if applicable, perform for the Company different from the supervisory and decision making ones resulting from their condition of Directors, which will be submitted to the legal regime applicable to them. 2

3 Particularly, following a prior resolution adopted by the Board in the terms established by the Corporate Enterprises Act, the Directors that develop executive functions will be able to participate in the incentive plans approved for the Company s Directors that grant a consisting on the delivery of shares, recognition of the option rights on these or indexed on the share value. As these conditions have not been agreed so far, regulated incentive plans have not been included in such mentioned article 18 of the Company s By-Laws. The policy of the Company pretends to compensate the devotion, qualification and responsibility required by the post; but not so high as to compromise their independence. The is divided into the following basic elements: - Attendance Fees: Its amount depends on the type of Director, and is related to the number of meetings celebrated by the Board of Directors. - Membership of the Board: Consists of a fixed annual for the members of the Board of Directors, which varies according to the type of Director. The includes the performance of their duties, whether they are carried out individually or collectively, as well as the supervision and responsibility that the post requires. - Delegated Committees: Consists of a fixed annual for the members of the Executive Committees, which varies according to the type of Director. The includes the devotion, qualification and responsibility required by the post. The remunerative policy of the Company for 2014 and the following s will be applied according to that established in the present annual report on the, although the Appointments and Remuneration Committee will continue reviewing the policy of the Company to ensure that the latter adapts to the legislative modifications and to the Unified Code of Good Governance of the listed companies that can be approved during the present and the following. A.2. Information regarding preparatory work and the decision-making process followed to determine the policy and any role played by the Remuneration Committee and other control bodies in the configuration of the policy. This information shall include any mandate and the composition of the Remuneration Committee, the composition thereof, and the identity of external advisors whose services have been used to determine the policy. There shall also be a statement of the nature of any directors who have participated in the determination of the policy. Explain the process for determining the policy The present Annual Remuneration Report has been issued by the Appointments and Remuneration Committee in its meeting held on 22 April 2014, being subsequently approved by the Board of Directors in its meeting on 25 April For the elaboration of the present report by the Appointments and Remuneration Committee the one elaborated the previous has been taken as the basis, in which the remunerative criteria for 2013 and the following s were established, as the will of both the Committee and the Board has been to maintain such criteria. The Appointments and Remuneration Committee, responsible of issuing the present report, is composed by Mr. Francesc Homs i Ferret (Independent), Larfon S.A.U. (Proprietary, represented by Mr. José Francisco Gispert Serrats) and Mr. Esteban Sarroca Punsola 3

4 (Independent). There have not been external advisers to define the remunerative policy of the Company. On the other hand according to that established on article 61 ter of Law 24/1988/28 July of the Stock Market and the recommendation 40 of the Unified Code of Good Governance of the listed companies, the present report will be issued and submitted to vote, as a separate item on the agenda, to the Shareholders General Meeting. A.3. State the amount and nature of the fixed components, with a breakdown, if applicable, of for the performance by the Executive Directors of the duties of Senior Management, of additional as Chair or Member of a Committee of the Board, of attendance fees for participation on the Board and the Committees thereof or other fixed as Director, and an estimate of the annual fixed to which they give rise. Identify other beneficiaries that are not paid in cash and the basic parameters upon which such benefits are provided. Explain the fixed components of The fixed components of the Directors for the different duties carried out were as follows: a. Remuneration for the position of Director: Attendance fees (Executive and Proprietary Directors): 500 per session. Member of the Board of Directors (Independent, Executive and Proprietary Directors): 30,000 per. Chairman of the Board of Directors (Independent, Executive and Proprietary Directors): 30,000 per, added to the received as Director. b. Remuneration for their duties in the Delegated Committees: Executive Committee: Members of the Committee: (Independent, Executive and Proprietary Directors): 20,000 per. Audit Committee: Members of the Committee: (Independent, Executive and Proprietary Directors): 10,000 per. Appointments and Remuneration Committee: Members of the Committee: (Independent, Executive and Proprietary Directors): 10,000 per. Notwithstanding the previous information, it must be stated that, due to the actual economic situation, the Proprietary Directors of the Company have announced their resignation to receive their arising from the membership of the Board of Directors and of the Delegated Committees during the present 2014, in accordance with the agreement adopted in the Meeting of the Board of Directors held on 25 April As a consequence of the decision adopted by the members of the Board of Directors, the policy proposed by the Committee has been modified for 2014 as follows: a. Remuneration for the position of Director: Attendance fees (Executive and Proprietary Directors): 0 per session. Members of the Board of Directors (Executive and Proprietary Directors): 0 per. Members of the Board of Directors (Independent Directors): 30,000 per. Chairman of the Board of Directors (Independent, Executive and Proprietary Directors): 30,000 per, added to the received as Director. 4

5 b. Remuneration for their duties in the Delegated Committees: Executive Committee: Members of the Committee: (Executive and Proprietary Directors): 0 per. Members of the Committee: (Independent Directors): 20,000 per. Audit Committee: Members of the Committee: (Executive and Proprietary Directors): 0 per. Members of the Committee: (Independent Directors): 10,000 per. Appointments and Remuneration Committee: Members of the Committee: (Executive and Proprietary Directors): 0 per. Members of the Committee: (Independent Directors): 10,000 per. We must point out that there are no other benefits that are not paid in cash. A.4. Explain the amount, nature and main features of the variable components of the systems. In particular: Identify each of the plans of which the Directors are beneficiaries, the scope thereof, the date of approval thereof, the date of implementation thereof, the date of effectiveness thereof, and the main features thereof. In the case of share option plans and other financial instruments, the general features of the plan shall include information on the conditions for the exercise of such options or financial instruments for each plan. State any received under profit-sharing or bonus schemes, and the reason for the accrual thereof; Explain the fundamental parameters and rationale for any annual bonus plan. The types of Directors (Executive Directors, Proprietary External Directors, Independent External Directors or other External Directors) that are beneficiaries of systems or plans that include variable. The rationale for such systems or plans, the chosen standards for evaluating performance, and the components and methods of evaluation to determine whether or not such evaluation standards have been met, and an estimate of the absolute amount of variable to which the current plan would give rise, based on the level of compliance with the assumption or goals used as the benchmark. If applicable, information shall be provided regarding any payment deferral periods that have been established and/or the periods for retaining shares or other financial instruments. Explain the variable components of the systems Article 18 of the consolidated version of the Company s By-Laws approved by the Shareholders General Meeting on 26 June 2012 establishes the following: The annual of the Directors, for their management as members of the Board of Directors of the Company, is fixed as an eight per cent (8%) of the net profits, which will only be received after having covered the attentions to reserve and dividend that the law determines. The Board of Directors will distribute among its members this participation, in the form and quantity that it considers most appropriate, recording this information in the report that the Board of Directors must elaborate in accordance with the applicable legislation at each moment. Notwithstanding the above, the Directors will also receive a that is established as a fixed quantity according to the positions held (Director, Chairman of the Board of Directors, member of any of the Delegated Committees), as well as the attendance fees 5

6 established in each case. Such fixed and the attendance fees that correspond will be approved each by the Shareholders General Meeting. The forecasted in the previous sections, arising from the membership of the Board of Directors, will be compatible with any other professional or employment - related payments that correspond to the Directors for other executive or advisory functions that, if applicable, perform for the Company different from the supervisory and decision making ones resulting from their condition of Directors, which will be submitted to the legal regime applicable to them. Particularly, following a prior resolution adopted by the Board in the terms established by the Corporate Enterprises Act, the Directors that develop executive functions will be able to participate in the incentive plans approved for the Company s Directors that grant a consisting on the delivery of shares, recognition of the option rights on these or indexed on the share value. Notwithstanding the above, the participation in profits forecasted in the first paragraph of the stated article is currently not being paid to any of the Directors of the Company, due to the non-compliance of the requirements. The only that the Directors currently receive is the one detailed in the previous sections of this report, remaining non-applicable any incentive plan to which the last paragraph of article 18 of the Company s By-Laws refers to. A.5. Explain the main features of the long-term saving systems, including retirement and any other survival benefit, either wholly or partially financed by the Company, and whether funded internally or externally, with an estimate of the equivalent annual amount or cost thereof, stating the type of plan, whether it is a defined-contribution or - benefit plan, the conditions for the vesting of economic rights in favour of the Directors, and the compatibility thereof with any kind of indemnity for advanced or early termination of the labour relationship between the Company and the Director. Also state the contributions on the Director s behalf to defined-contribution pension plans; or any increase in the Director s vested rights, in the case of contributions to defined-benefit plans, Not applicable. Explain the long-term savings systems A.6. State any termination benefits agreed to or paid in case of termination of duties as a Director. Explain the termination benefits There is no termination benefits agreed to or paid in case of termination of appointment as a Director. A.7. State the terms and conditions that must be included in the contracts of Executive Directors performing senior management duties. Include information regarding, among other things, the term, limits on termination benefit amounts, continuance in office clauses, prior notice periods, and payment in lieu of prior notice, and any other clauses relating to hiring bonuses, as well as benefits or golden parachutes due to advanced or early termination of the contractual relationship between the Company and the Executive Director. Include, among other things, any post-contractual clauses or agreements on non-competition, exclusivity, continuance in office or loyalty, and noncompetition. Explain the terms of the contracts of the Executive Directors There are no Executive Directors. 6

7 A.8. Explain any supplemental accrued by the Directors in consideration of services provided other than those inherent in their position. Not applicable. Explain the supplemental A.9. State any in the form of advances, loans or guarantees provided, with an indication of the interest rate, main features, and amounts potentially returned, as well as the obligations assumed on their behalf as a guarantee. Explain the advances, loans and guarantees provided Not applicable. A.10. Explain the main features of in kind. Not applicable. Explain the in kind A.11. State the accrued by the Director by virtue of payments made by the listed Company to a third party to which the Director provides services, if such payments are intended to provide for the services thereof in the Company. Explain the accrued by the Director by virtue of the payments made by the Listed Company to a third party to which the Director provides services Not applicable. A.12. Any item of other than those listed above, of whatever nature and provenance within the group, especially when it is deemed to be a related-party transaction or when the making thereof detracts from a true and fair view of the total accrued by the Director. Not applicable. Explain the other items of A.13. Explain the actions taken by the Company regarding the system in order to reduce exposure to excessive risk and align it with the long-term goals, values, and interests of the Company, including any reference to: measures provided to ensure that the policy takes into account the long-term results of the Company, measures establishing an appropriate balance between the fixed and variable components of, measures adopted with respect to those categories of personnel whose professional activities have a significant impact on the entity s risk profile, recovery formulas or clauses to be able to demand the return of the variable components of based on results if such components have been paid based on data that is later clearly shown to be inaccurate, and measures provided to avoid any conflicts of interest. Explain actions taken to reduce risks As it has been stated in the present report, in accordance with article 18 of the Company s By- Laws, an annual of an eight percent (8%) of the net profits is established, which will only received after having covered the attentions to reserve and dividend that the law 7

8 determines (the circumstances for the payment of this are not satisfied currently). Moreover, in accordance with this same article, the Directors will receive a which is established as a fixed quantity according to the positions held (Director, Chairman of the Board of Directors, member of any of the Delegated Committees), as well as the attendance fees established in each case. Such fixed and the attendance fees that correspond will be approved each by the Shareholders General Meeting. Although the circumstances for the variable of the Directors are not satisfied currently, the established distribution between fix and variable allows reaching an equilibrium between the different components of the Directors and encouraging them to play an active part in the achievement of the long-term results of the Company. Currently there are no recovery formulas or clauses to be able to demand the return of the variable components of based on results if such components have been paid based on data that is later clearly shown to be inaccurate. In any case, as the Directors do not receive variable currently, it has not been considered necessary to establish this type of formulas or clauses. Regarding the conflicts of interest, article 16.3 from the Board of Directors Regulation of the Company establishes the following: Directors must report to the Board of Directors any situation of conflict, direct or indirect, that they may have with the interest of the Company. The affected Director shall abstain from intervening in the agreements or decisions relative to the operation to which the conflict refers. The Directors must, likewise, report the direct or indirect shareholding that both they and the people related to them (meaning those described in article 231 of the Corporate Enterprises Act), may have in the capital of a Company with the same, analogous or complementary activities to those of the Company, as well as any positions or functions exercised in the same and the exercise, either personally or for another party, of any analogous or complementary activity included in its corporate purpose. The information referred to in the previous paragraphs will be included in the Notes to the Annual Accounts and in the Annual Corporate Governance Report. B EXPECTED REMUNERATION POLICY FOR FUTURE FINANCIAL YEARS B.1. Provide a general forecast of the policy for future financial s that describes such policy with respect to: fixed components and attendance fees and of a variable nature, relationship between and results, benefits systems, terms of the contracts of Executive Directors, and outlook for more significant changes in the policy as compared to prior financial s. General forecast of policy In accordance with that mentioned in section A.3. of the present report, and notwithstanding the policy of the Company, due to the actual economic situation the Proprietary Directors of the Company have announced their resignation to receive their arising from the membership of the Board of Directors and of the Delegated Committees during the present Depending on the general evolution of the economy, of the renewable energy sector and, obviously, of the Company, may it be valued the convenience of the Proprietary Directors resignation to their in future s. Moreover, it will also be valued whether the requirements to distribute the variable to the Directors are satisfied in future s, where, as stated in the first paragraph of article 18 of the Company s By-Laws, The annual of the Directors, for their management as members of the Board of Directors of the Company, is fixed as an eight per cent (8%) of the net profits, which will only 8

9 be received after having covered the attentions to reserve and dividend that the law determines. Beyond the above mentioned, there are no other expected relevant changes in the policy of the Company with respect to its Directors. B.2. Explain the decision-making process for configuring the policy for future financial s, and any role played by the committee. Explain the decision-making process for configuring the policy The configuration of the policy of the Company and, consequently, the formulation of modification proposals of the same belong to the Appointments and Remuneration Committee. Such proposals, in case of being formulated, would be submitted to the approval of the Board of Directors and, of the Shareholders General Meeting when the law or the Company s By-Laws require so. If the modification of the policy of the Company requires, in turn, the modification of the Company s By-Laws or the Board of Directors regulation, such modifications should be submitted, respectively, to the approval of the Shareholders General Meeting or of the Board of Directors. B.3. Explain the incentives created by the Company in the system to reduce excessive risks and to align them with the long-term goals, values and interests of the company. Explain the incentives created to reduce risks In accordance with the first paragraph of article 18 of the Company s By-Laws, The annual of the Directors, for their management as members of the Board of Directors of the Company, is fixed as an eight per cent (8%) of the net profits, which will only be received after having covered the attentions to reserve and dividend that the law determines. As it has been mentioned previously, the current results of the company do not allow the payment of such variable to the Directors; nevertheless, this statutory forecast provides sufficient incentives for the Administrators to work in order to achieve good results for the Company that, in turn allow the payment of such variable. Additionally, regarding the reduction of excessive risks, the amount of the fixed of the Independent Directors (that is the only currently distributed to the Administrators of the Company as the Proprietary Directors have announced their resignation to their ) is considered to be the minimum necessary to compensate the devotion, qualification and responsibility required by the post; but not so high as to compromise their independence C OVERALL SUMMARY OF THE APPLICATION OF THE REMUNERATION POLICY DURING THE FINANCIAL YEAR JUST ENDED C.1. Summarise the main features of the structure and items of from the policy applied during the financial just ended, which give rise to the breakdown of individual accrued by each of the Directors as reflected in section D of this report, as well as a summary of the decisions made by the Board to apply such items. Explain the structure and items of from the policy applied during the financial Regarding the financial just ended, the fix components of the Directors for the different duties carried out have been as follows: 9

10 a. Remuneration for the position of Director: Attendance fees (Executive and Proprietary Directors): 500 per session. Members of the Board of Directors (Independent, Executive and Proprietary Directors): 30,000 per. Chairman of the Board of Directors (Independent, Executive and Proprietary Directors): 30,000 per, added to the received as Director. b. Remuneration for their duties in the Delegated Committees: Executive Committee: Members of the Committee: (Independent, Executive and Proprietary Directors): 20,000 per. Audit Committee: Members of the Committee: (Independent, Executive and Proprietary Directors): 10,000 per. Appointments and Remuneration Committee: Members of the Committee: (Independent, Executive and Proprietary Directors): 10,000 per. Notwithstanding the previous information, it must be stated that, due to the actual economic situation, the Proprietary Directors of the Company have announced their resignation to receive their arising from the membership of the Board of Directors and of the Delegated Committees during the 2013, in accordance with the agreement adopted in the Meeting of the Board of Directors held on 28 February As a consequence of the decision adopted by the members of the Board of Directors, the policy proposed by the Committee was modified for 2013 as follows: a. Remuneration for the position of Director: Attendance fees (Executive and Proprietary Directors): 0 per session. Members of the Board of Directors (Executive and Proprietary Directors): 0 per. Members of the Board of Directors (Independent Directors): 30,000 per. Chairman of the Board of Directors (Independent, Executive and Proprietary Directors): 30,000 per, added to the received as Director. b. Remuneration for their duties in the Delegated Committees: Executive Committee: Members of the Committee: (Executive and Proprietary Directors): 0 per. Members of the Committee: (Independent Directors): 20,000 per. Audit Committee: Members of the Committee: (Executive and Proprietary Directors): 0 per. Members of the Committee: (Independent Directors): 10,000 per. Appointments and Remuneration Committee: Members of the Committee: (Executive and Proprietary Directors): 0 per. Members of the Committee: (Independent Directors): 10,000 per. We must point out that there were no other benefits that are not paid in cash. 10

11 D BREAKDOWN OF INDIVIDUAL REMUNERATION ACCRUED BY EACH OF THE DIRECTORS Name Type Accrual period Financial 2013 ESTEBAN SARROCA PUNSOLA Independent From 01/01/2013 to 31/12/2013 RODRIGO VILLAMIZAR ALVARGONZALEZ Independent From 01/01/2013 to 28/02/2013 COMSA EMTE ENERGIAS RENOVABLES, S.L. Proprietary From 01/01/2013 to 31/12/2013 CORPORACIÓN CAJA DE GRANADA, S.L.U. Proprietary From 01/01/2013 to 21/10/2013 EOLICA NAVARRA, S.L.U. Proprietary From 01/01/2013 to 31/12/2013 GRUPO CATALANA OCCIDENTE, S.A. Proprietary From 01/01/2013 to 31/12/2013 GRUPO EMPRESARIAL ENHOL, S.L. Proprietary From 01/01/2013 to 31/12/2013 LARFON S.A.U. Proprietary From 01/01/2013 to 31/12/2013 MYTAROS B.V. Proprietary From 01/01/2013 to 31/12/2013 FRANCESC HOMS FERRET Independent From 01/01/2013 to 31/12/2013 IGNACIO GARCÍA-NIETO PORTABELLA Independent From 01/01/2013 to 31/12/2013 TOMÁS FELIU BASSOLS Proprietary From 28/06/2013 to 31/12/2013 D.1. Complete the following tables regarding the individualised of each of the Directors (including the for the financial for executive duties) accrued during the financial. a) Accrued at the company covered by this report: i. Cash (In thousands of ) Name Salary Fixed Attendance fees Short-term variable Long-term variable Remuneration for belonging to Committees of the Board Termination Benefits COMSA EMTE ENERGIAS RENOVABLES, S.L EOLICA NAVARRA, S.L.U Other Items

12 Name Salary Fixed Attendance fees Short-term variable Long-term variable Remuneration for belonging to Committees of the Board Termination Benefits GRUPO CATALANA OCCIDENTE, S.A GRUPO EMPRESARIAL ENHOL, S.L LARFON S.A.U MYTAROS B.V TOMÁS FELIU BASSOLS CORPORACIÓN CAJA DE GRANADA, S.L.U FRANCESC HOMS FERRET ESTEBAN SARROCA PUNSOLA IGNACIO GARCÍA-NIETO PORTABELLA RODRIGO VILLAMIZAR ALVARGONZALEZ Other Items ii. Share-based systems iii. Long-term saving systems 12

13 b) Remuneration accrued by Directors of the Company for belonging to Boards of other Companies of the Group: i. Cash (In thousands of ) Name Salary Fixed Attendance fees Short-term variable Long-term variable Remuneration for belonging to Committees of the Board Termination Benefits Other Items COMSA EMTE ENERGIAS RENOVABLES, S.L CORPORACIÓN CAJA DE GRANADA, S.L.U EOLICA NAVARRA, S.L.U ESTEBAN SARROCA PUNSOLA FRANCESC HOMS FERRET GRUPO CATALANA OCCIDENTE, S.A GRUPO EMPRESARIAL ENHOL, S.L IGNACIO GARCÍA-NIETO PORTABELLA LARFON S.A.U MYTAROS B.V RODRIGO VILLAMIZAR ALVARGONZALEZ TOMÁS FELIU BASSOLS i. Share-based systems ii. Long-term saving systems 13

14 c) Summary of (In thousands of ) Must include in the summary the amounts for all items of included in this report that have been accrued by the Director, in thousands of Euros. In the case of long-term saving systems, include contributions or funding for these types of systems: Name Cash remunera tion Accrued at the Company Accrued at the Company Amount of shares granted Gross profit on options exercised financial 2013 company Cash remunera tion Amount of shares delivered Gross profit on options exercised financial 2013 Group financial 2013 financial 2012 FRANCESC HOMS FERRET COMSA EMTE ENERGIAS RENOVABLES, S.L EOLICA NAVARRA, S.L.U ESTEBAN SARROCA PUNSOLA GRUPO CATALANA OCCIDENTE, S.A GRUPO EMPRESARIAL ENHOL, S.L IGNACIO GARCÍA-NIETO PORTABELLA LARFON S.A.U MYTAROS B.V MYTAROS B.V TOMÁS FELIU BASSOLS CORPORACIÓN CAJA DE GRANADA, S.L.U RODRIGO VILLAMIZAR ALVARGONZALEZ TOTAL Contribution to savings systems during the 14

15 D.2. Report the relationship between obtained by the Directors and the results or other measures of the entity s performance, explaining how any changes in the Company s performance may have influenced changes in the of the Directors. As it has been stated in the present report, the first paragraph of article 18 of the Company s By-Laws establishes the following: The annual of the Directors, for their management as members of the Board of Directors of the Company, is fixed as an eight per cent (8%) of the net profits, which will only be received after having covered the attentions to reserve and dividend that the law determines. The results of the Company have not allowed the distribution of the variable forecasted, for which such results directly affect the received by the Administrators each. D.3. Report the results of the consultative vote of the Shareholders on the annual report for the preceding financial, indicating the number of votes against, if any: Number % of total Votes cast 79,797, % Number % of total Votes against 8, % Votes in favour 79,785, % Abstentions 3, % E OTHER INFORMATION OF INTEREST If there are any significant aspects regarding Director that could not be included in the other sections of this report, but should be included in order to provide more complete and well-reasoned information regarding the structure and practices of the Company with respect to its Directors, briefly describe them. Not applicable. This annual report was approved by the Board of Directors of the Company at its meeting of 25 April State whether any Directors voted against or abstained in connection with the approval of this Report. Yes No x 15