PASEO DE LA CASTELLANA, 259 D, TORRE ESPACIO, MADRID

Transcription

1 APPENDIX 1 ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES IDENTIFICATION OF THE ISSUER END DATE OF REFERENCE YEAR 12/31/2014 CORPORATE TAX I.D.: A CORPORATE NAME OBRASCON HUARTE LAIN, S.A. CORPORATE DOMICILE PASEO DE LA CASTELLANA, 259 D, TORRE ESPACIO, MADRID 1

2 MODEL ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES A REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT YEAR A.1 Explain the policy of the Company. This heading will include information on: - General principles of the policy. - Most significant changes made in relation to policy applied during the previous year and the changes made during the year in the terms of previously awarded options. - Criteria and composition of the policy of comparable corporate groups whose policies have been examined to establish the policy of the company. - Relative importance of variable in comparison with fixed and criteria used to determine the various components of the package of the directors ( mix). Explain the policy i) General principles and foundations of OHL's policy: The of the Board of Directors is determined in accordance with the provisions of (i) the rules applicable to capital companies, in particular the current Capital Companies Act of Spain; (Ii) the Bylaws and Regulations of the Board of Directors of the Company; and (iii) the resolutions issued in the Annual General Meeting. The of the Directors has been established by the shareholders in the General Meeting as a fixed amount to be distributed among the members of the Board of Directors in accordance with the criteria established in each case by the Board of Directors. Independently of the foregoing, the of the Directors may similarly consist of the distribution of shares or stock options or be linked to the value of the shares with the prior agreement of the Shareholders in General Meeting, which should mention, at least, that specified under article 219 of the Spanish Capital Companies Act. It will be compatible with and independent of salaries, s, indemnities, pensions or compensation of any kind established in general or specifically in each contract for those members of the Board of Directors who hold a special or common senior management employment contract, or provide other types of services that are deemed compatible with membership on the Board of Directors and such and the terms specified in the applicable provisions shall be stated in the annual report. Considering the above, the general principles and foundations of the system established for OHL Directors aims at ensuring that the of the Directors is in reasonable proportion to the importance of the Company, its financial situation and market standards of comparable companies. The established compensation system, especially in the case of Executive Directors, is aimed at promoting the profitability and long-term sustainability of the company in responsible and ethical performance, incorporating the necessary precautions to avoid excessive risk taking. In applying these principles, the compensation system has the following characteristics: - Transparent information. - The amount of the is part of a principle of prudence and incentive to reward their dedication, abilities and responsibilities, without constituting an obstacle to their duty of loyalty. - Respect the principles and recommendations made by the Company regarding corporate governance and set out in its Code of Ethics. - The of Directors, as such, is exclusively of a fixed nature for their attendance and membership of the Board of Directors and its committees, and does not include variable components. The amount of the annual fixed of the members of the Board of Directors in their capacity as such has remained unchanged since 2007 and amounts to seven hundred and fifty thousand euros. In relation to the system of Directors performing executive duties in the Company, in addition to the principles of transparency, prudence and respect for the recommendations on corporate governance, the system is based on the following general principles and fundamentals: - It takes into account market trends, and is positioned in accordance with the strategic approach of the Company, resulting effective to attract, motivate and retain the best professionals. - In line with the objectives of the shareholders. - Compatible with adequate and effective risk management in accordance with the risk management policy adopted by the Company. 2

3 - It has a balanced and efficient relationship between fixed and variable components based on the responsibilities, dedication and achievement of objectives of Executive Directors. - The of Executive Directors is set as a medium and long-term vision, which boosts the performance of the Directors in strategic terms. Art. 24 of the Bylaws establishes that the Executive Directors may also receive the Directors fees due in their capacity as such. Since 2013 the amount approved by the General Meeting of Shareholders as fixed annual for the entire Board of Directors is only distributed among the External Directors. OHL's policy is geared towards generating value for the Company, seeking alignment with the interests of shareholders, with prudent risk management and in full compliance with the recommendations assumed on good corporate governance. ii) Most significant changes: The policy of the members of the Board of Directors has not changed in the year 2015 in relation to the to be received by the Directors either for their status as such or for their executive roles. iii) Criteria: As regards the Directors in their capacity as such, the policy seeks to adequately remunerate their professional experience and worth as well as the dedication and responsibility assumed, without the paid compromising their independence. This does not include variable components linked to the performance of the Company. The total compensation of the executive directors is composed of different elements that are detailed in this report. In a standard scenario of fulfillment of objectives, approx. 43% of the total of the Executive Directors is fixed and 57% is variable. This estimate does not include the result of the long-term compensation plan that has not yet been completed. A.2 Information on the preparatory work and the decision-making process has been followed to determine the policy and role, if any, of the Remuneration Committee and other supervisory bodies in shaping the policy. This information shall include, where appropriate, the mandate and composition of the Remuneration Committee and the identity of external consultants whose services have been used to define the policy. You must also state the nature of the directors, if any, that have been involved in defining the policy. Explain the process for determining the policy In order to comply with new legal requirements on of directors, incorporated by Law 31/2014, and to continue adapting to the best corporate governance practices on, the OHL Board of Directors has the following undelegatable functions: - Decisions concerning the of Directors, within the statutory framework and, where appropriate, of the policy adopted by the Shareholders in General Meeting. - Approval of the terms and conditions of the contracts of the CEO and Directors with executive functions. - Set the of the Directors for the performance of executive duties. - Establish the basic conditions of the contracts, including salaries of managers who have directly answer to the Board or any of its members. OHL's corporate governance system is configured so that the proposals submitted for consideration by the Board of Directors of the Company on derive from the Appointments and Remuneration Committee. In this regard, in accordance with Article 16 of the Regulations of the Board of Directors, the Appointments and Remuneration Committee proposes the system and amount of annual of Directors and members of the Steering Committee, and the criteria for the rest of the Group's management personnel to the Board of Directors. This Committee also informs the Board of the conditions that should govern the contracts of personnel acting as executive directors, including the duration of the contract, required prior notifications, or any other clauses regarding signing bonuses or compensation for early termination. The Appointments and Remuneration Committee meets whenever it is necessary for the proper performance of their functions and powers, having held six meetings in the year The Appointments and Remuneration Committee consists of three members, two independent Directors (including the Chairperson) and a nominee director, respecting the structure shown in Article of the Spanish Capital Companies Act: Chairman: Mr. Luis Solera Gutiérrez (independent) Member: Mr. Javier López Madrid (Nominee) Member: Saarema Inversiones, S.A. (independent). The Company has been advised by the law firm J&A Garrigues SLP on the definition of some of the components of the policy for executive directors and for the preparation of this report. A.3 Specify the amount and nature of the fixed components, itemized where applicable, of the for the performance of senior management functions of executive directors, additional as chairperson or member of a Board committee, the allowances for participation in meetings of the Board and its committees and other fixed director payments and an estimate of the fixed annual payment that arises therefrom. Identify other non-cash benefits and the fundamental parameters under which they are awarded. 3

4 Explain the fixed components As mentioned in Section A.1, the Company has a system that differentiates between External Directors and Executive Directors, the components of their are explained individually below. A) Fixed for the Directors in their capacity as such. The General Meeting of Shareholders held on May 11, 2007 agreed to fix the amount of the fixed annual for the entire Board of Directors, which had remained unchanged since 2003, in the amount of seven hundred fifty thousand euros. The amount of the fixed annual has not changed since The fees for attending meetings of the Board and its Committees are paid out of this amount at the rate of 2,250 euros per session for the External Independent Directors and the remainder up to the mentioned figure of seven hundred fifty thousand euros is distributed among the External Directors applying the following coefficients: - Chairman of the Board 2; - Vice-Chairpersons: 1.75; - Chair of the Audit Committee 1.80; - Chair of the Appointments Committee: 1.65; - Deputy Chairs of the Committees: 1.5; - Members of the Committees: 1.2; - Board Members: 1. B) Fixed for Executive Directors. Although the bylaws provide that the described is compatible and understood to be independent of the paid to executive directors for their executive duties, the Board of Directors, at its meeting on May 14, 2013, agreed that Executive Directors would not receive and allowances for the exercise of the office of director in their capacity as such. For the performance of their duties, the of directors is determined in accordance with established policy for the of senior executives of OHL, and according to that specified in their contracts. For the year 2015 the fixed of the two executive directors has been set at: - Mr. Josep Piqué Camps: 500,000 euros - Mr. Juan Luis Osuna Gómez: 500,000 euros A.4 Explain the amount, nature and main characteristics of the variable components of the systems. In particular: - Identify each of the compensation plans of which the directors are beneficiaries, its scope, date of approval, date of implementation, validity period and main features. In the case of stock option plans and other financial instruments, the general features of the plan should include information on the conditions for exercising these options or financial instruments for each plan. - Indicate any for profit sharing or bonuses, and the reason for their accrual. - Explain the basic parameters and grounds for any bonus system. - The classes of directors (executive directors, external nominee directors, independent directors and other external directors) who are beneficiaries of compensation systems or plans that incorporate variable. - The foundation of such systems or variable compensation plans, performance evaluation criteria chosen, as well as components and methods of evaluation to determine whether these evaluation criteria have been met and an estimate of the absolute amount of variable compensation which the existing plan would lead to, depending on the degree of compliance with the hypotheses or objectives taken as a reference. 4

5 - If applicable, report the periods of deferment or postponement that have been established and/or retention periods of shares or other financial instruments if they exist. Explain variable components of the systems Executive Directors may receive an annual (or bonus) and multi-annual variable compensation as part of their for the exercise of their executive powers, based on the achievement of objectives in the strategic plan of the Company. There is no specific variable system for Executive Directors other than that applied to the rest of the management team, under the supervision of the Appointments and Remuneration Committee and upon approval by the Board of Directors. The variable of Executive Directors consists of the following compensation plans: i) Annual variable (bonus). Following best practices on of senior management in listed companies, the annual variable of executive directors is linked to meeting quantitative financial and business objectives and qualitative non-financial objectives. To determine the extent to which the objectives are met, we apply a weighted average of the objectives made public at the beginning of each year and additional global quantitative and qualitative objectives, and the specific management objectives of the executive directors. Regarding quantitative targets, they are currently linked to profit after tax attributable to the Company, which is accrued and determined at the close of each year. However, the Board of Directors, at the proposal of the Appointments and Remuneration Committee, reviews and approves the objectives linked to the strategic plan on which the annual payment of variable to executive directors will depend, in part. Additionally, the Company believes that qualitative annual goals, which are also subject to annual review by the Board of Directors, should also be considered to proceed to the payment of the annual variable of executive directors. The most important are those relating to development in priority geographical areas, improvements in efficiency and cost reduction, human resource management process and quality in the implementation of projects, as well as individual performance of the directors themselves, are evaluated by the board of directors. (ii) Multi-Year Compensation Plan: The OHL Board of Directors on March 22, 2013 approved the "the Capital Participation Plan" for This plan is aimed at certain executives of the OHL Group, including Executive Directors, and its main features are detailed in this report. The of external directors has no variable component. A.5 Explain the main features of the long-term savings systems, including pension and other survivor's benefits, partly or wholly funded by the company, whether funded internally or externally, with an estimate of their amount of annual equivalent cost indicating the type of plan, if defined contribution or defined benefit, conditions for vesting the economic benefit of directors and its compatibility with any type of compensation for early termination of the contractual relationship between the company and the director. Also indicate the contributions in favor of the director in defined contribution plans; or increase in vested rights, in the case of contributions to defined benefit plans. Explain the long-term savings systems The executive directors are beneficiaries of the pension plan implemented in the Group for retirement contingencies, permanent total disability, absolute and severe disability, in addition to death, addressed to certain directors under the conditions set out in the subscribed Policy and Regulations and in conformity with the provisions of Royal Legislative Decree 1/2002 of 29 November, approving the revised text of the Law on Pension Plans and Funds, and Royal Decree 1588/1999, of 15 October, Regulation on the Implementation of the pension obligations of the companies with employees and beneficiaries. The contributions are deducted from the gross of the Executive Directors, and are paid in annually as a percentage of their annual, as defined during the formalization of the contribution commitment before December 1, Economic rights for participants are compatible with the compensation for early termination of the contractual relationship between the Company and the Executive Director. During the year 2015 there were no contributions made in relation to the executive directors, Mr. Juan Luis Osuna Gómez and Mr. Josep Piqué Camps. 5

6 There is also a life insurance policy implemented through a group insurance by an insurance group whose annual premium for Executive Directors in 2015 will be approximately: Mr. Juan Luis Osuna Gómez... 3 thousand euros and Mr. Josep Piqué Camps... 9 thousand euros. A.6 Indicate any indemnities agreed or paid upon termination of the duties as directors. Explain indemnities There are no guarantee or protection clauses for cases of termination of the functions of directors for external or executive directors. A.7 Indicate the conditions that apply to the contracts of those exercising senior management functions as executive directors. Among others, report the duration, limits on the amounts of compensation, the terms of permanence, notice periods and the payment as a replacement of the said period of notice, and any other clauses covering hiring bonuses, as well as compensation for early termination of the contractual relation between the company and the executive director. Include, among others, covenants or agreements not to compete, exclusivity, permanence or loyalty and post-contractual non-competition. Explain the conditions of the contracts of executive directors The main features of the contracts of Executive Directors of the Company are: - Mr. Juan Luis Osuna Gómez: Common employment contract of indefinite duration. The compensation limits are established in the Workers Statute. There are no permanence clauses, notice periods, payment and possible substitution of the notice period, compensation or protection for early termination other than that under labor law, covenants not to compete, exclusivity, loyalty and post-contractual non-competition. - Mr. Josep Piqué Camps: Commercial contract until 2020, with a notice period of three months with no specific amounts of compensation, permanence, possible payment as a replacement for the notice period, covenants not to compete or loyalty. Concerning exclusivity, there is an agreement that allows Mr. Pique to hold certain positions in other companies. A.8 Explain any additional paid to directors for services rendered other than those inherent in their position as such. Explain the additional There is no additional for company directors. A.9 Indicate any in the form of advances, loans and guarantees, indicating the interest rate, their essential characteristics and any amounts repaid, as well as the obligations undertaken on their behalf by way of security. Explain the advances, loans and guarantees granted No director of the Company received any amount by way of advance, loan or guarantee. A.10 Explain the main features of the in kind. Explain any payments in kind Remuneration in kind are perceived only by the Executive Directors under the provisions of the contracts governing their relationship for the performance of their management functions and consist of liability insurance and medical insurance; at a cost to the Company in the current financial year of euros for Mr. Juan Luis Osuna Gomez and 0 euros for Mr. Josep Piqué Camps. 6

7 A.11 Indicate the accrued by the director by virtue of the payments made by the listed company to a third entity to which the director provides services, where such payments are intended to remunerate the services of the director in the listed company. Indicate the accrued by the director by virtue of the payments made by the listed company to a third entity to which the director provides services The directors did not earn any amount under payments made by the Company to any entity. A.12 Any other concept of the above, whatever its nature or the group entity that pays it, especially when it is considered a related party transaction or issue distort the true image of the total earned by the director. Explain other concepts of No other concepts other than the above exist. A.13 Explain the actions taken by the company in connection with the system to reduce exposure to excessive risks and adjust to the objectives, values and long-term interests of the company, including, where appropriate, a reference to: measures foreseen to ensure that the policy is in line with the long-term performance of the company, measures providing an appropriate balance between fixed and variable components of the, measures taken in relation to those categories of staff whose professional activities have a material impact on the risk profile of the company, formulas or recovery clauses to reclaim variable components based on the results when such components are paid on the basis of data, which has subsequently proven manifestly inaccurate and measures designed to prevent conflicts of interest, if any. Explain the actions taken to reduce risks As indicated in the A.1 above, the design of the Director system for their labors as such has the express aim of unlinking these objectives from short-term variables. Similarly, with regard to the specific of the Executive Directors, we have given a very significant weight to the medium-term components and an appropriate balance between fixed and variable components, as stated in sections A.1, A 3 and A.4, with a moderate weight of linked to market value (which is also exclusively referenced to medium term). The procedures for setting objectives and assessing compliance provide the ability to act and make autonomous decisions on this matter by the Board of Directors and the Appointments and Remuneration Committee and pay special attention to their correlation with the most-relevant variables of business performance for the creation of sustainable value in the medium and long term. The labor of the Executive Directors implicitly include the achievement of the risk management objectives established at the corporate level to the extent possible and the Appointments and Remuneration Committee weights and values, among others, the achievement of these objectives in the review and decision on each payment. In no case does the policy encourage excessive risk-taking by executives and this aspect is covered by a risk control policy on the Group level. B REMUNERATION POLICY PLANNED FOR FUTURE YEARS B.1 Perform a general forecast of the policy for future years that describes the policy with respect to: per diems and fixed and variable components of the, the relationship between pay and performance, security systems, terms of the contracts of executive directors, and forecast the most significant changes in policy with respect to previous years. General forecast of the policy. 7

8 The policy planned for the next three financial years, 2016, 2017 and 2018, for the Directors, in their capacity as such, and in view of the executive functions that are attributed thereto in the Company, shall be based on the same principles and elements established in the current policy that has been described in section "A". In this respect, for the coming years, at the time of preparation of this report, we do not foresee any substantial changes in the OHL policy. Below we detail the general criteria and elements of the policy in which the to be received by the Directors in their capacity as such and that to be paid to executive directors are broken down. A) Remuneration for the Directors in their capacity as such. The of Directors, as such, is exclusively of a fixed nature for their attendance and membership on the Board of Directors and its committees This shall be paid only to External Directors. In accordance with the provisions of Article 529.7, paragraph 1 of the Spanish Capital Companies Act, as amended by Law 31/2014, the maximum annual amount to pay all the directors in their capacity as for the next three years will remain predictably unchanged. The fees for attending meetings of the Board and its Committees are paid out of this amount at the rate of 2,250 euros per session for the External Independent Directors and the remainder up to the mentioned figure of seven hundred fifty thousand euros is distributed among the External Directors applying the following coefficients: - Chairman of the Board 2; - Vice-Chairpersons: 1.75; - Chair of the Audit Committee 1.80; - Chair of the Appointments Committee: 1.65; - Deputy Chairs of the Committees: 1.5; - Members of the Committees: 1.2; - Board Members: 1. B) Remuneration for Executive Directors. (i) Fixed : For the performance of their executive duties, the of the directors is determined in accordance with established policy for the of senior executives of OHL, and according to that specified in their contracts. The fixed of Executive Directors will remain predictably unchanged over the next three years. (ii) Annual variable (or bonus). Executive Directors have an ordinary variable, whose characteristics have been described in section A.4 of this report and, with the corresponding revision and supervision thereof by the board of directors of the Company will be maintained in similar terms in the coming years. (iii) (iii) Multi-year variable : In 2016 the "Capital Participation Plan" described A.4. will end (ii). In the event that the conditions and requirements set forth in the Plan are met in 2016, OHL will give the Executive Directors an additional number of shares as a "matching" payment. The maximum number of OHL shares to give each Executive Director as "matching" payment may not exceed twice their annual total gross compensation in 2012 (fixed salary plus annual variable ). It is planned that, after the expiration of the "Capital Participation Plan", and in accordance with the provisions of Article of the Capital Companies Act and allowed in the bylaws, may submit the establishment of a new long-term variable plan to the Shareholders in General Meeting under similar terms to those currently in force. (iv) Others: No changes are expected in the long term savings systems, payments bin kind or contractual conditions described in the "A" section. B.2 Explain the decision-making process for setting policy planned for future years, and the role, if any, by the committee. Explain the decision-making process for setting the policy Unless future regulatory changes so require, no changes are foreseen in the decision-making process for setting policy planned for future years and the role of the Appointments and Remuneration Committee with respect to that detailed in section A.2 of this report. A.13 Explain the incentives created by the company in connection with the system to reduce exposure to excessive risks and adjust to the objectives, values and long-term interests of the company. 8

9 Explain the incentives created to reduce risks We do not expect or plan to create incentives to reduce exposure to excessive risks. C OVERVIEW OF HOW THE REMUNERATION POLICY WAS APPLIED FOR THE PAST YEAR C.1 Summarize the main features of the structure and of the concepts of the policy applied during the last financial year, resulting in the breakdown of the individual earned by each of the directors as reflected in section D of this report, and a summary of the decisions taken by the Board for the application of these concepts. Explain the structure and concepts of the policy applied during the year Pursuant to the resolution of the General Meeting of Shareholders held on May 11, 2007, the fixed annual for the entire Board of Directors is set at seven hundred fifty thousand euros, out of which, per diems for attending meetings of the Board and its committees was paid to all Independent External Directors amounting to 2,250 euros per session. The remainder up to the mentioned figure of seven hundred fifty thousand euros is distributed among the External Directors applying the following coefficients: Chairman of the Board: 2: Vice-Chairpersons: 1.75; Chair of the Audit Committee 1.80; Chair of the Appointments Committee: 1.65: Vice-Chairpersons: 1.5: Committee Members: 1.2; Board Members: 1; for 2013 and beyond. The Executive Directors are paid a fixed salary, which amounted to 517 thousand euros for Mr. Josep Pique and 412 thousand euros for Mr. Juan Luis Osuna and variable (bonus) based on the achievement of objectives, the amount has been fixed in accordance with the recommendations of the Appointments and Remuneration at 283 thousand euros for Mr. Josep Pique and 889 thousand euros for Mr. Juan Luis Osuna. They also benefit from a life insurance policy for which the Company pays the premiums. They also enjoy liability insurance and medical insurance. Under the Capital Participation Plan for executives of the OHL Group for the period , approved by the Board of Directors on March 22, 2013, the main features of which are described in section A.4 of this report, the Executive Directors voluntarily requested that part of their annual compensation to be paid in OHL shares. 9

10 D BREAKDOWN OF THE INDIVIDUAL REMUNERATION EARNED BY EACH OF DIRECTORS Name Type Accrual period year 2014 JUAN-MIGUEL VILLAR MIR Nominee From 01/01/2014 to 12/31/2014. JUAN VILLAR-MIR DE FUENTES Nominee From 01/01/2014 to 12/31/2014. TOMAS GARCIA MADRID Nominee From 01/01/2014 to 12/31/2014. JAVIER LOPEZ MADRID Nominee From 01/01/2014 to 12/31/2014. LUIS SOLERA GUTIERREZ Independent From 01/01/2014 to 12/31/2014. ALVARO VILLAR-MIR DE FUENTES Nominee From 01/01/2014 to 12/31/2014. SAAREMA INVERSIONES, S.A. Independent From 01/01/2014 to 12/31/2014. JUAN LUIS OSUNA GOMEZ Executive From 01/01/2014 to 12/31/2014. JOSEP PIQUE CAMPS Executive From 10/1/2014 to 12/31/2014. SILVIA VILLAR-MIR DE FUENTES Nominee From 01/01/2014 to 12/31/2014. MONICA DE ORIOL ICAZA Independent From 01/01/2014 to 12/31/2014. ALBERTO TEROL ESTEBAN Independent From 01/01/2014 to 12/31/2014. D.1 Complete the following tables on the individual of each of the directors (including for the performance of executive functions) accrued during the year. a) Compensation earned in the company covered in this report: i) Payment in cash (in thousands of ) Name Wages Fixed remunera tion Per diems Short-term variable Long-term variable Remuneration for membership on Board committees Indemnities Other concepts Total year 2014 Total year 2013 JUAN-MIGUEL VILLAR MIR JUAN VILLAR-MIR DE FUENTES

11 Name Wages Fixed remunera tion Per diems Short-term variable Long-term variable Remuneration for membership on Board committees Indemnities Other concepts Total 2014 Total year 2013 JOSEP PIQUE CAMPS ALBERTO TEROL ESTEBAN TOMAS GARCIA MADRID JAVIER LOPEZ MADRID LUIS SOLERA GUTIERREZ SAAREMA INVERSIONES, S.A MONICA DE ORIOL ICAZA JUAN LUIS OSUNA GOMEZ ,303 1,508 SILVIA VILLAR-MIR DE FUENTES ALVARO VILLAR-MIR DE FUENTES

12 ii) Share-based incentive systems JUAN LUIS GOMEZ OSUNA OHL CAPITAL PARTICIPATION PLAN Date of application: No. of Options Shares affected Ownership of options at the beginning of 2014 Options assigned during 2014 Exercis e price ( ) Exercise period No. of Options Shares affected Exercis e price ( ) Exercise period 3/22/ Conditions: - Shares delivered during 2014 Options exercised during 2014 Options expired without exercise Options at the close of 2014 Number of shares Price Amount Exercis e price ( ) No. of Options Shares affected Gross Profit ( 000) No. of Options No. of Options Shares affected Exercis e price ( ) Exercise period Other exercise conditions: - iii) Long-term savings systems 12

13 iv) Other benefits (in thousands of ) JUAN LUIS OSUNA GOMEZ Interest rate applied Remuneration in the form of advances, loans granted Essential characteristics of the operation Any amounts repaid 0.00 There is no in the form of advances, loans granted None Life insurance premiums Guarantees given by the company in favor of directors Year 2014 Year No guarantees were given by the company in favor of directors None JOSEP PIQUE CAMPS Interest rate applied Remuneration in the form of advances, loans granted Essential characteristics of the operation Any amounts repaid 0.00 There is no in the form of advances, loans granted None Life insurance premiums Guarantees given by the company in favor of directors Year 2014 Year No guarantees were given by the company in favor of directors None

14 b) Remuneration earned by the directors of the company for belonging to boards of other group companies: i) Payment in cash (in thousands of ) Name Wages Fixed Per diems Short-term variable Long-term variable Remuneration for membership on Board committees Indemnities Other concepts Total 2014 Total 2013 JUAN-MIGUEL VILLAR MIR JAVIER LOPEZ MADRID ALBERTO TEROL ESTEBAN JUAN LUIS OSUNA GOMEZ SILVIA VILLAR-MIR DE FUENTES MONICA DE ORIOL ICAZA ALVARO VILLAR-MIR DE FUENTES LUIS SOLERA GUTIERREZ JUAN VILLAR-MIR DE FUENTES JOSEP PIQUE CAMPS TOMAS GARCIA MADRID SAAREMA INVERSIONES, S.A ii) Share-based incentive systems iii) Long-term savings systems 14

15 c) Summary of (in thousands of ): Include any amounts for all included in this report that have been accrued by the Director, in thousands of euros. In the case of Long-term savings systems, include contributions or allocations made to these systems: Name Remuneration accrued in the Company Remuneration accrued in group companies Total Total cash Amount of shares granted Gross profit on options exercised Total 2014 company Total cash Amount of shares granted Gross profit on options exercised Total 2014 Group Total 2014 Total 2013 Contribution to saving systems during the year JUAN-MIGUEL VILLAR MIR JAVIER LOPEZ MADRID ALBERTO TEROL ESTEBAN JUAN LUIS OSUNA GOMEZ 1, , ,315 1,520 3 SILVIA VILLAR-MIR DE FUENTES MONICA DE ORIOL ICAZA ALVARO VILLAR-MIR DE FUENTES LUIS SOLERA GUTIERREZ JUAN VILLAR-MIR DE FUENTES JOSEP PIQUE CAMPS TOMAS GARCIA MADRID SAAREMA INVERSIONES, S.A TOTAL 2, , ,865 2,

16 D.2 Report on the relationship between the compensation received by the directors and the results or other performance measures of the entity, explaining, where appropriate, how variations in the performance of the company have influenced the changes in the of directors. As explained in the preceding paragraphs, the Company does not consider it appropriate for the of Directors in their capacity as to be correlated with the results or other performance parameters of the company's business activity; but rather to pay to executive directors for their delegated administration and management roles. The amounts resulting at year-end 2014 for the annual variable of character amounts have registered, compared with the previous corresponding period, a trend of the same sign as the evolution of performance parameters and profitability obtained by the Company D.3 Report the results of the advisory vote of the Shareholders in general meeting on the annual for the previous year, indicating the number of negative votes if any have been issued: Number % of total Votes cast 74,474, % Number % of total Negative votes 3,923, % Votes in favor 70,530, % Abstentions 20, % E OTHER INFORMATION OF INTEREST If there is a relevant aspect in terms of which has not been reflected in the other sections of this report, but is necessary to collect more comprehensive and reasoned information on the structure and compensation practices of the company to its directors, briefly describe them here. Section A.1) This report describes the policy of Obrascón Huarte Lain, S.A. ("OHL" or "the Company") for the members of its Board of Directors, which has been prepared in accordance with the provisions of Article 541 of Law 31/2014, of December 3, by amending the Capital Companies Act ("LSC") for the improvement of corporate governance, which establishes the obligation for listed companies to prepare an annual report on the of its directors following the content, format and structure developed in the Ministerial Order ECC/461/2013 of 20 March, and Circular 4/2013 of June 12, of the National Securities Market Commission. Article of the LSC establishes that the policy of the Directors must be approved by the general meeting of shareholders at least every three years as a separate item on the agenda. However, in accordance with the provisions of the transitional provision of Law 31/2014, in the event that the first general meeting of shareholders to be held after January 1, 2015 approved an advisory capacity on the Directors report shall mean that the policy of the company contained therein has been also approved for the purposes of Article 529.9, resulting in the aforementioned article applying to the company thereafter. Pursuant to the provisions of the said transitional provision, this report has been approved on proposal of the Appointments and Remuneration Committee, by the Board of Directors of the Company on March 25, 2015, for the purpose of submission to a vote, in an advisory capacity, by the General Meeting of Shareholders of the Company as a separate item on the agenda, which therefore has been fulfilled when this report is approved by the General Meeting pursuant to the mandate set out in that Article LSC. The policy included in this report will remain in effect for the three years following the approval by the Shareholders in General Meeting. 16

17 Section A.4) Main features of multi-year plan approved by the Board of Directors of the Company for the period : - Initial criteria: The Company granted its senior managers, which includes the Executive Directors, the possibility of voluntarily receiving for the years 2013, 2014 and 2015, up to 12,000 euros per year of gross fixed and variable through the delivery of OHL shares, measured at market value on the date on which they are delivered. - Duration: Three years from the date of approval thereof by the Board of Directors. The shares would be delivered to the directors for the years 2013, 2014, 2015 and 2016, with the last delivery of shares made under a "matching" payment system. - "Matching" After a period of three years from the starting date of the plan, that is, in 2016, OHL shall deliver to managers and executive directors an additional number of shares of the Company under the following conditions and requirements: Having voluntarily requested that a portion of their annual compensation to be paid in OHL shares (up to the limit of 12,000 euros) for each year of the Plan (2013, 2014 and 2015), and they must hold the shares for the duration of the Plan. Maintain the labor or commercial relationship with the company held at the time of joining the Plan, with any exceptions established in the regulation of the Plan. To determine the number of shares awarded was agreed to attend the evolution of the share price of OHL, and value of the OHL shares that the Executive Director has voluntarily applied for in the years 2013, 2014 and In all cases, the overall number of shares shall not exceed 1,250,000 shares, representing 1.25% of the share capital of the Company. In the event of a cumulative increase in the OHL shares equivalent to 15 percent annually in the period between March 21, 2013 and March 21, 2016, the executives and executive directors are entitled to receive a number of shares in respect "matching" whose value would amount to the total gross annual of the executive or the Executive Director for 2012 (fixed salary plus variable compensation). The shares will be delivered as soon as possible, within a maximum period of ten working days from March 21, The number of shares awarded will be determined according to the following formula: M = [(V ) / (VMAX)] x [(RBA2012) / (VA2016)] x [(RA2016) / (0.52 x 26,545)] Where: M = Number of extra shares to give each manager or executive director in respect of "matching" in V = Amount in that each executive or executive director requested to receive in OHL shares as part of their gross salary for the years 2013, 2014 and 2015, which may not exceed 8 percent of the Total gross annual of the executive or executive director in 2012, or the overall amount of 36,000 euros. VMAX = The lesser of following two values: 8% of RBA2012 and 36,000 euros. RA2016 = Revaluation of the OHL share understood as the difference between the share price at the end of the Plan, to be determined considering the weighted average market price of the share in the twenty trading days prior to March 21, 2016 and EUR per share, corresponding to the closing market price on March 21, = Coefficient expressing the target gain in the share price over the period of the plan, equivalent to a cumulative gain of 15% annually over three years on the closing price of March 21, RBA2012 = total gross annual of the executive or executive director (fixed salary plus variable compensation) in VA2016 = Share price on the date of additional shares under the "matching" system. This price is determined by considering the weighted average market price of the share of the twenty trading days prior to March 21, Independently of the performance of RA2016, the maximum number of OHL shares to give each Executive Director as "matching" payment may not exceed twice their annual total gross compensation in 2012 (fixed salary plus annual variable ). Section D) The independent director, Saarema Investments, S.A. is represented by Mr. Joaquín García-Quirós Rodríguez. Section D.1.c). The total cash includes the fixed annual of directors amounting to a total of 750,000 euros and the amounts accrued and cash received by executive directors for their executive duties within the Company. This annual report has been approved by the board of directors of the Company at its meeting held on March 25, Indicate whether any directors voted against or abstained in connection with the adoption of this report. Yes No X 17