OBRASCON HUARTE LAIN, S.A.

Transcription

1 ANNEX 1 ANNUAL REPORT ON REMUNERATION OF BOARD MEMBERS IN LISTED COMPANIES ISSUER IDENTIFICATION DATA DATE OF END OF REFERENCE YEAR 31/12/ ID A COMPANY NAME OBRASCON HUARTE LAIN, S.A. REGISTERED OFFICE ADDRESS PASEO DE LA CASTELLANA, 259 D, TORRE ESPACIO, MADRID 1

2 MODEL OF ANNUAL REPORT ON REMUNERATION OF DIRECTORS IN LISTED COMPANIES A REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT YEAR A.1 Explain the remuneration policy of the Company. The following information is included under this heading: - General principles and fundamentals of the remuneration policy. - Most significant changes made in the remuneration policy with regards to application in the previous financial, as well as changes made in the conditions for the exercise of granted during the financial. - Criteria and composition of groups of comparable companies whose remuneration policies have been considered for establishing the remuneration policy of the Company. -Relative significance of the variable remuneration concepts regarding fixed remuneration and the criteria implemented to determine the various components of the remuneration package for the board members (remuneration mix). Explain the remuneration policy. General principles and fundamentals of the Company's remuneration system: - transparency and prudence. - real value creation. - attraction of prestigious, high-performance candidates. - retention and motivation of the best professionals. - balance compensation between fixed and variable remuneration according to responsibilities, dedication and fulfillment of objectives. - non-assumption of risks according to risk management policy approved by the Company. - respect principles and recommendations of corporate good governance and respect the Code of Ethics approved by the Company. - alignment with the interests of the Company's different interest groups. The Company's remuneration policy is regulated in article 24 of the Company Bylaws which establishes that the General Meeting of Shareholders will determine a fixed amount to be distributed among the members of the Board of Directors in conformity with the criteria that is decided by the General Meeting of Shareholders, or in the absence thereof, in conformity to distribution criteria that the Board of Directors itself establishes. Notwithstanding the foregoing, the remuneration of the Board Members can consist of the awarding of shares, the granting of for the same, or referenced to share values, with previous approval of the General Meeting of Shareholders that must express the limits of the provisions in article 219 of the Spanish Corporate Enterprises Act. The remuneration stipulated in this article will be compatible with and independent of the salaries, remuneration, indemnities, pensions or compensation of any kind (general or singular) in each contract of those members of the Board of Directors who maintain a work relationship with the Company - ordinary or special for senior management - or provide another type of service, compatible with the membership conditions of the Board of Directors, and without prejudice to those remuneration concepts which must be specified in the terms stipulated in the applicable provisions of the annual minutes. Article 27 of the Regulations of the Board of Directors establishes that the remuneration for the administrators will be set by the General Meeting of Shareholders as a fixed amount to be distributed among the members of the Board of Directors in conformity with the criteria decided by the Board, or in the absence thereof, in accordance with the distribution criteria that the Board of Directors itself establishes. On May 27, 2007, the Board of Directors of the Company agreed to propose setting the amount of the fixed annual remuneration for the entire Board of Directors, which had remained unchanged since 2003, to the amount of seven hundred fifty thousand euros to the General Meeting of Shareholders held on May 11, 2007, which approved it. From this amount the allowances for attendance at the Board and Committee meetings are paid, at a value of 2,250 per session, for the Directors and the balance of the aforementioned amount of seven hundred fifty thousand euros is distributed among the external directors applying a series of coefficients. The amount of this fixed annual remuneration for the Board of Directors has not been modified since The Board of Directors 2

3 at their meeting following the proposal of the Appointments and Remuneration Committee on May 14,, recommending that the allowances be given to the directors according to their duties and responsibilities, agreed that for and onwards the allowances would be exclusively for the independent executive directors. In the same way they agreed that the balance of the aforementioned amount of seven hundred fifty thousand euros be distributed among the external directors, applying the following coefficients: Chairman of the Board: 2; Vice-Chairman of the Board: 1.75; Chairmen of the Audit Committee: 1.80; Chairman of the Appointment Committee: 1.65; Vice-Chairmen of the Committee: 1.5; Committee Members: 1.2; Board Members: 1. The executive directors are remunerated with: - a fixed salary, - a variable amount that is decided annually by the Appointments and Remuneration Committee based on the fulfillment of objectives, - a multi- remuneration plan, - life insurance paid by the Company, and participation in a long-term savings system and remuneration-in-kind plans, - and the option to choose a remuneration-in-kind plan like the rest of the employees. On March 22,, The Company's Board of Directors approved the Capital Participation Plan for OHL Group executives for the period, whose main characteristics are described in the following A.4. section. The criteria of the Appointment and Remuneration Committee for the establishment of the Company's remuneration policy are to guarantee the systems and the amount of remuneration that are in line with the dedication and the results obtained and that they will serve as an incentive for the Company's long-term real value creation and sustainability within responsible and ethical actions. The total remuneration that the external directors receive is of a fixed nature and that received by the executive directors is comprised of fixed and variable remuneration as described below. A.2 Information regarding the preparatory work and the decision-making process followed to determine the remuneration policy and the role played, if any, by the Remuneration Committee and other governing bodies involved in the configuration of the remuneration policy. This information will include, where appropriate, the mandate given to the Remuneration Committee, its composition and the identity of the external directors whose services have been used in defining the remuneration policy. Also, the type of directors who participated in defining the remuneration policy shall also be stated. Explain the process for determining the remuneration policy The total amount of the remuneration of the directors, excluding the amounts received for their executive duties, is subject to approval by the General Meeting of Shareholders upon proposal by the Board of Directors, following a favorable report by the Appointments and Remuneration Committee, provided that the modification be deemed necessary or suitable. Each, since 2007, a report detailing the amounts received and paid during the previous fiscal to each member of the Board of Directors is submitted for the advisory vote of the General Meeting of Shareholders. It is the responsibility of the Appointments and Remuneration Committee to propose the system and amount of annual remuneration for the directors and the members of the Executive Committee to the Board of Directors, and periodically review the remuneration programs, considering their suitability and results, as well as ensuring transparency in the remuneration system. The Appointments and Remuneration Committee is comprised of three members, two independent directors and one nominee director: Chairman: D. Luis Solera Gutiérrez (independent) Member: D. Javier López Madrid (nominee director) Member: Saarema Inversiones, S.A. (independent). The Company has been advised by the Garrigues Law Firm to define some of the components of the remuneration policy for the executive members and by Spencer Stuart for the elaboration and editing of the present report, as well as the analysis of the remuneration policy of the Board of Directors. A.3 Indicate the amount and nature of the fixed components, with a breakdown, where necessary, of the remuneration for the performance of senior management functions by the executive directors, of additional remuneration for acting as chairman or member of any board committee, for the allowances for participation in Board and Committee meetings and other fixed payments for directorship, as well as an estimate of the fixed annual remuneration to which they give rise. Identifies other benefits not paid in cash and the fundamental parameters on which they are based. 3

4 Explain the fixed components of remuneration In accordance with Article 24 of the Company Bylaws and Article 27 of the Regulations of the Board of Directors, the annual fixed remuneration for all of the Board of Directors is seven hundred fifty thousand euros. Beginning in May the fixed annual remuneration will be allotted completely to external directors. This amount is received and paid for the allowances for attendance at the Board and Committee Meetings, in the amount of 2,250 per session, for the external independent directors. The balance of the aforementioned amount of seven hundred fifty thousand euros is distributed among the external directors applying the following coefficients: Chairman of the Board: 2; Vice-Chairman of the Board: 1.75; Chairmen of the Audit Committee: 1.80; Chairman of the Appointment Committee: 1.65; Vice-Chairmen of the Committee: 1.5; Committee Members: 1.2; Board Members: 1. The remuneration for the external directors is exclusively of a fixed nature for their assistance and belonging to the Board of Directors, according to the previously described remuneration policy. Regarding the executive directors the fixed annual remuneration is compatible and is independent of the salaries, remuneration, indemnities, pensions or compensations of any type established (with general or singular character) in each contract for those members of the Board of Directors that maintain a working relationship with the Company - ordinary or special for senior management - or provide other services, compatible with the membership conditions of the Board of Directors. For the fixed components of the remuneration the executive board members received the following amounts during : Director-allowance-salary: Francisco Marín Andrés...9 thousand euros thousand euros Juan Luis Osuna Gómez...9 thousand euros thousand euros Josep Piqué Camps...0 euros thousand euros A.4 Explain the amounts, the nature and the main characteristics of the variable components of the remuneration systems. Specifically: Identifies all of the remuneration plans of which the board members are beneficiaries, their scope, approval date, initial application date, validity period and main characteristics. If the plans involve held over shares and other financial instruments, the general characteristics of such plans must include information on the conditions governing the exercise of said or financial instruments for each of the plans. - Indicate any remuneration from profit sharing or bonuses and why they were granted. - Explain the basic parameters and grounds for any system of annual premiums (bonus). - The classification of board members (executive directors, external nominee directors, external independent directors and other external directors) who are beneficiaries of remuneration systems or plans that incorporate variable remuneration. - The basis for said systems or plans of variable remuneration, the criteria for evaluating the selected performance, as well as the components and evaluation methods to determine whether or not said evaluation criteria are met, and an estimate of the absolute amount of the variable remuneration that may arise from the remuneration plan in force, depending on the degree of completion of the hypothesis or objectives used as reference. - If need be, there will be a report on the deferment or delay of payment that has been established and or the periods of retention of shares or other financial instruments that may exist. 4

5 Explain the variable components of the remuneration systems The remuneration for external directors does not have any variable component. As part of the remuneration for the executive directors they may receive a variable remuneration (or bonus) for the exercise of their executive powers and based on the fulfillment of objectives within the Company's strategic plan, without there being a specific variable remuneration system for the executive directors different from that applied to the rest of the executive team which is to be supervised by the Appointments and Remuneration Committees and approved by the Board of Directors. Regarding the remuneration of the executive directors during there were two plans: - the Incentives Plan approved by the Company's Board of Directors which expired April 1,. The plan was liquidated and paid during and the applicable incentive was calculated using as a reference the average share price for OHL in the 10 sessions before the April 1,. Among the beneficiaries of the Plan were the two executive directors who held their positions as of that date. - the Capital Participation Plan for the directors of the OHL Group for the period, approved by the Board of Directors on March 22,, whose main characteristics are: * Initial Criteria: The Company will grant the executives the possibility of voluntarily receiving, during the s, 2014 and 2015, up to 12,000 annually as fixed or variable gross remuneration in the form of OHL shares valued at the share price on the date of delivery of the same. * Beneficiaries: The members of the executive committee of the OHL Group (General Directors and Directors) that make up the Board of Directors. * Duration: Three s from the date of approval of the same by the Board of Directors. The shares will be given to the directors in, 2014, 2015 and in 2016 there will be a last delivery for the concept of "matching". * "Matching": Once a period of three s from the initial starting date of the plan has transpired, in 2016, OHL will award an additional number of the Company's shares to the executives under the following conditions and requirements: - The director should have voluntarily solicited that part of their annual remuneration be paid in OHL shares (the limit is 12,000 euros) each that the Plan is valid (, 2014, 2015), keeping these in the net statement during the duration of Plan. - The director should maintain the work or business relationship with the Company, which existed on the date of incorporation of the Plan, with the exceptions considered in the Plan's regulation. The determination of the number of shares to be delivered to each beneficiary will be related to the OHL share prices, and to the value of the OHL shares that the Beneficiary would have requested voluntarily during, 2014 and In all cases it is estimated that the total number of shares will not exceed 1,250,000 shares, which represent 1.25% of the Company's social capital. In the event that there is an accumulated revaluation of the OHL share equivalent to 15 percent annually in the period from March 21,, to March 21, 2016, the beneficiaries will have the right to receive a number of shares related to the "matching" concept whose value would be equal the gross annual remuneration of the board for the (fixed remuneration and variable remuneration). The shares will be awarded as quickly as possible within a maximum period of ten business days from March 21, The number of shares awarded each Beneficiary will be determined according to the following formula, where: * M = Number of additional shares to award to each Beneficiary for the concept of "matching", in * V = Amount in euros that each Beneficiary of the plan has solicited in OHL shares as part of the gross remuneration for the s, 2014 and 2015, which cannot exceed the 8 percent of the gross annual remuneration of the Beneficiary for the, or the total amount of 36,000. * VMAX = The smaller of the two following values: 8 percent of R.B.A and 36,000 euros. * R.A2016 =Revaluation of the OHL share understood as the difference between the share price at the end of the plan, which will be determined considering the average share price corresponding to the twenty stock sessions before March 21, 2016, and euros per share, which was the price at close March 21,. * 0.52 = Coefficient that expresses the objective revaluation of the OHL shares in the period of the plan, equivalent to an accumulated revaluation of 15 percent annually in three s over the closing price for March 21,. * R.B.A = Gross annual remuneration of the Beneficiary (fixed remuneration plus variable remuneration) in the. * V.A2016 = Price of a OHL share on the date of delivery of the additional shares in the "matching" concept. This price will be determined considering the average share price corresponding to the twenty stock sessions before March 21, Independent of the evolution of R.A.2016 in the period of the duration of the plan, the maximum number of OHL shares awarded to each Beneficiary in the concept of "matching" may not represented a value greater than two times the gross annual remuneration of each Beneficiary in (fixed annual plus variable remuneration). A.5 Explain the main characteristics of the long-term savings systems, including retirement and any other survivor s pensions, partially or totally financed by the Company, whether internally or externally endowed, with an estimation of the amount or 5

6 annual equivalent cost, indicating the type of plan, whether contribution or defined benefit, the conditions of consolidation of the economic rights for the board members and their compatibility with any kind of compensation for early termination or for the resolution of the contractual relationship between the Company and the board member. Also indicate contributions paid into the defined contribution pension plan on behalf of the board member, or any increase in the vested rights of the board member in the case of contributions to defined benefit plans. Explain the long-term savings systems OHL's current long-term savings system is a social welfare plan implemented in the Group for retirement, total permanent disability, absolute and severe disability, as well as death, directed to specific policies according to the conditions established in the Policy subscribed to and its Regulations and subject to the Royal Legislative Decree 1/2002, of November 29, which approved the consolidated text of the Law of Pension Plans and Funds, in the Royal Decree 1588/1999, of October 15, in which the Regulations on the Instrumentation of Pension Obligations to Companies with Employees and Beneficiaries was approved. The contributions are voluntary, they come from the gross remuneration of the executive director, they are carried out annually as a percentage of the salary of the participant and will decrease. These contributions were defined at the time of the formalization of the commitment before December 1,. The economic rights in favor of the participants are compatible with any kind of compensation for early termination or for the resolution of the contractual relationship between the Company and the director. During there have only been contributions for the executive director, D. Francisco Marín Andrés in the amount of 317 thousand euros. There is also life insurance implemented through a group insurance policy from a mixed group underwritten by an insurer. The annual premium for the executive directors during was: D. Francisco Marín Andrés 16 thousand euros. D. Juan Luis Osuna Gómez.6 thousand euros. D. Josep Piqué Camps..2 thousand euros. A.6 Indicate any indemnity payments that are agreed or paid in the event of termination of duties as a director. Explain the indemnities There are no guarantee or protection clauses for external directors nor for executive directors in case of termination of duties as director. A. 7. Indicate the conditions that must be included in the contracts of those who perform senior management duties as executive directors. Among others, it must include the duration, the limits on the amounts of compensations, the continuance clauses, the periods of advance notice, as well as the payment as substitution for the periods of advance notice, and any other clauses in relation to hiring bonuses, as well as compensations or protection clauses for early termination or the resolution of any contractual relationship between the Company and the executive board member. It must also include, among others, non-concurrence, exclusivity, continuance, loyalty and non-competition post-contractual agreements or pacts. Explain the conditions for the contracts of executive directors The Company's contracts of executive directors during were: - with D. Francisco Marín Andrés and D. Juan Luis Osuna Gómez, ordinary labor contract of indefinite duration. The limits of indemnity are established in the Statute of Workers Rights and are without continuance clauses, periods of advance notice, payments in lieu of advance notice, indemnities or protection clauses for early termination, concurrency, exclusivity, loyalty and non-competition post-contractual agreements or pacts. - With D. Josep Piqué Camps, commercial contract until 2020, with an advance clause of 3 months without a specific clause regarding the amounts of indemnity, permanence, possible payment as substitute for period of advance notice, non-concurrent or loyalty pacts. In terms of exclusiveness, there is an agreement by which Mr. Piqué can develop specific positions in other companies. 6

7 A. 8 Explain any supplementary remuneration paid to board members for services rendered other than those inherent in their duties. Explain the supplementary remuneration There are no supplementary remuneration payable to the directors of the Company. A.9 Indicate any payments in the form of advances, credits and guarantees granted, stating the interest rates, essential features and the amounts eventually repaid, including the obligations assumed in the form of guarantees. Explain the advances, credits and guarantees granted No director of the Company has received any advance, credit, or guarantee. A.10 Explain the main characteristics of the remuneration-in-kind. Explain remuneration-in-kind Through the Flexible Compensation Plan all employees are offered the opportunity to include certain payments in kind in their compensation package. The Plan is directed to all of the staff that works in Spanish territory and for companies that are a part of the Group. The maximum amount that each Participant can request that the Company to designate to the Plan cannot exceed 30% of the gross annual salary that is received by each Participant on December 31, in the prior to the of the Plan's application. In-kind-remuneration offered are the following: * Food vouchers. * Day Care Center. * Health insurance. * Laptops. D. Juan Luis Osuna Gómez, executive director, received 2 thousand euros during the according to this Plan,. A.11 Indicate the remuneration received by the board member through payments made by the listed company to a third party entity where the board member renders services, when the payments are remunerating the member s services in the entity. Explain the remuneration received by the director regarding Company payments to a third party entity where the board member renders services The directors have not received any amount regarding payments by the Company to a third party. A.12 Explain any kind of compensation other than those listed above, of whatever nature and provenance within the group, especially if considered an associate transaction or if its emission would distort the true nature of the total remuneration received by the board member. Explain the other remuneration concepts In accordance with the terms of the Incentives Plan approved by the Company's Board of Directors which expired April 1,, the incentive was liquidated and paid during fiscal taking as a reference the average share price for OHL shares in the 10 sessions prior to April 1,. Among the beneficiaries of the Plan there were two executive directors with current position on that date who received: Francisco Marín Andrés thousand euros 7

8 Juan Luis Osuna Gómez thousand euros A. 13 Explain the actions taken by the Company in relation to the remuneration system to reduce exposure to excessive risks and to adjust it to the Company s long-term objectives, values and interests, including, if necessary, a reference to: measures put in place to guarantee that the remuneration policy is in line with the Company s long-term goals; measures to establish the appropriate equilibrium between the fixed and variable components of the remuneration; measures put in place with regards to those categories of personnel whose professional activities bear material repercussion on the entity s risks profile; recovery formulae or clauses to ensure the refund of variable components of remuneration paid based on results if it happens that such components had already been paid because of some data initially deemed accurate but later proven to be erroneous and misleading and the measures put in place to prevent conflicts of interests, is any. Explain the actions taken to reduce the risks The Company's Board of Directors is directly responsible for the identification of the main risks and the implementation and monitoring of internal control systems, delegating to its executive bodies and the management team for internal risk control for risks that may affect the accomplishment of the Company's objectives (strategic, operational, compliance and financial risks), with the objective of minimizing the impact and the probability of each risk and keeping it below the corporate tolerance level. Within their executive duties, the directors are responsible for the fulfillment of risk control objectives established at the corporate level as far as possible. The Appointment and Remuneration Committee will consider and evaluate, among other things, the achievement of these objectives in the review and decisions regarding each remuneration. In no case does the remuneration policy encourage excessive risk assumption by the directors and for this reason there is a policy of risk control in the Group. B Remuneration POLICY ENVISIONED FOR FUTURE YEARS B.1 Prepare a general forecast of the remuneration policy for future fiscal s, describing said policy with regards to the following: fixed components and allowances and remuneration of variable character, the relation between remuneration and results, forecasting systems, the conditions of the contracts of executive board members and forecasts of the most significant changes in the remuneration policy in comparison with previous fiscal s. General forecast for the remuneration policy In keeping with the policy followed until fiscal, it is predicted that the criteria for the remuneration policy for the directors will be unaltered and completely transparent. Regarding the executive directors the same remuneration policy described in section A will be maintained, with variable components depending on the objectives set by the Company for B.2 Explain the decision-making process for determining the remuneration policy envisioned for future fiscal s, and the role played, if any, by the remuneration committee. Explain the decision-making process for the configuration of the remuneration policy The configuration of the remuneration policy of the a board members should be fixed by the agreement of the General Meeting of Shareholders in terms of the fixed amount that will be distributed among the members of the Board of Directors in accordance with the criteria decided by the Board, or in the absence thereof, in accordance with the distribution criteria that the Board of Directors itself will establish. The remuneration of the directors may consist of the awarding of shares, the granting of of the same, or be referenced to the share values, with previous approval of the General Meeting of Shareholders that must express the limits of the provisions in article 219 of the Spanish Corporate Enterprises Act. All of which will be done with the previous proposal to and favorable report from the Appointment and Remuneration Committee. 8

9 B.3 Explain the incentives created by the Company in relation to the remuneration system to reduce exposure to excessive risks and to adjust it to the Company s long-term objectives, values and interests. Explain the incentives created for risk reduction There is no plan to create incentives to reduce exposure to excessive risks. C GLOBAL SUMMARY ON HOW THE Remuneration POLICY WAS APPLIED DURING THE CLOSED FISCAL YEAR C.1 Provide a summary of the main features of the structure and wage components of the remuneration policy applied during the closed fiscal, detailing the individual compensation received by each of the directors listed in section D of this report. Also provide a summary of the decisions taken by the board of directors for the application of said components. Explain the structure and concepts of the remuneration policy applied during the fiscal According to the fixed annual remuneration for all of the board approved by the General Meeting of Shareholders which took place on May 11, 2007, in the amount of seven hundred fifty thousand euros to be paid as allowances for attendance at Board and Committee meetings, in the amount of 2,250 euros per session, to all of the members until May, date in which the Board of Directors, following the report from the Appointment and Remuneration Committee, recommended that the allowances to the board members be according to their duties and responsibilities, and allotted these allowances exclusively to the external independent directors. The balance of the aforementioned amount of seven hundred fifty thousand euros is distributed among the external directors applying the following coefficients: Chairman of the Board: 2; Vice-Chairman of the Board: 1.75; Chairmen of the Audit Committee: 1.80; Chairman of the Appointment Committee: 1.65; Vice-Chairmen of the Committee: 1.5; Committee Members: 1.2; Board Members: 1; for fiscal and onwards. The executive members have been remunerated with a fixed and variable salary, based on the achievement of the objectives, whose amount has been set in accordance with recommendations of the Appointments and Remuneration Committee, with life insurance whose premium is paid by the Company and a long-term saving system. In the same way, the Company's current Flexible Remuneration plan for all employees gives them the opportunity to incorporate within their remuneration package specific in-kind-remuneration for the executive directors. During and according to terms of the Incentives Plan approved by the Company's Board of Directors which expired April 1,, the calculated incentive was liquidated and paid with reference to the average share price of OHL's activity in the 10 sessions previous to April 1,. Among the beneficiaries of the Plan there were two executive directors with current positions as of that date. Finally, in accordance with the Capital Participation Plan directed to the executives of the OHL Group for the period, approved by the Board of Directors March 22, whose characteristics are described in the A.4 section of the current report, the executive directors that are beneficiaries of this Plan voluntarily solicited that part of their annual remuneration be awarded in the form of OHL shares. The General Meeting of Shareholders where it was announced that the maximum number of shares that the executive directors will received would be 90,000, which represents 0.09% of the Social Capital, approved its participation in said Plan. 9

10 D DETAILS OF THE INDIVIDUAL REMUNERATION RECEIVED BY EACH OF THE BOARD MEMBERS Name Type Period of accrual fiscal JUAN-MIGUEL VILLAR MIR Nominee Director From 01/01/ to 12/31/. JUAN VILLAR-MIR DE FUENTES Nominee Director From 01/01/ to 12/31/. TOMAS GARCIA MADRID Nominee Director From 01/01/ to 12/31/. JAVIER LOPEZ MADRID Nominee Director From 01/01/ to 12/31/. FRANCISCO MARIN ANDRES Executive director From 01/01/ to 10/01/. LUIS SOLERA GUTIERREZ Independent board member From 01/01/ to 12/31/. ALVARO VILLAR-MIR DE FUENTES Nominee Director From 01/01/ to 12/31/. SAAREMA INVERSIONES, S.A. Independent board member From 01/01/ to 12/31/. JUAN LUIS OSUNA GOMEZ Executive director From 01/01/ to 12/31/. JOSEP PIQUE CAMPS Executive director From 01/10/ to 12/31/. SILVIA VILLAR-MIR DE FUENTES Nominee Director From 01/01/ to 12/31/. MONICA DE ORIOL ICAZA Independent board member From 01/01/ to 12/31/. ALBERTO TEROL ESTEBAN Independent board member From 01/01/ to 12/31/. D.1 Complete the following tables with regards to the individualized remuneration of each of the board members (including the wages for the performance of executive duties) received during the financial. a) Remuneration received in the Company covered by this report: i) Remuneration payable in cash (in thousands of ) Name Salaries Fixed Remuner ation Allowanc es Variable Remunerati on Shortterm Variable Remunerati on Longterm Remuneration for belonging to the Board Committees Indemnities Other items Total Total ALBERTO TEROL ESTEBAN

11 Name Salaries Fixed Remuner ation Allowanc es Variable Remunerati on Shortterm Variable Remunerati on Longterm Remuneration for belonging to the Board Committees Indemnities Other items Total Total ALVARO VILLAR-MIR DE FUENTES FRANCISCO MARIN ANDRES JAVIER LOPEZ MADRID JOSEP PIQUE CAMPS JUAN VILLAR-MIR DE FUENTES JUAN LUIS OSUNA GOMEZ JUAN-MIGUEL VILLAR MIR LUIS SOLERA GUTIERREZ MONICA DE ORIOL ICAZA SAAREMA INVERSIONES, S.A SILVIA VILLAR-MIR DE FUENTES TOMAS GARCIA MADRID

12 ii) Share-based remuneration systems FRANCISCO MARIN ANDRES OHL'S CAPITAL PARTICIPATION PLAN Date of Implementati on Shares affected Options held at the beginning of fiscal Options exercised during fiscal Exerci se price ( ) Exercise period Shares affected 22/03/ 0 0 0, ,00 - Conditions: - Shares delivered during fiscal shares Price Amount Exerci se price ( ) Options exercised during fiscal Shares affected Gross Profit (m ) Options vested but not exercised Shares affected Exerci se price ( ) Exercise period Options at the end of fiscal Exerci se price ( ) , , ,00 - Other exercise requirements: - Exercise period JUAN LUIS OSUNA GOMEZ OHL'S CAPITAL PARTICIPATION PLAN Date of Implementati on Shares affected Options held at the beginning of fiscal Options exercised during fiscal Exerci se price ( ) Exercise period Shares affected 22/03/ 0 0 0, ,00 - Conditions: - Shares delivered during fiscal shares Price Amount Exerci se price ( ) Options exercised during fiscal Shares affected Gross Profit (m ) Options vested but not exercised Shares affected Exerci se price ( ) Exercise period Options at the end of fiscal Exerci se price ( ) , , ,00 - Other exercise requirements: - Exercise period 12

13 iii) Long-term saving systems Name Contribution for the fiscal by the Company (thousand ) Amount of funds accrued (thousand euro) FRANCISCO MARIN ANDRES

14 iv) Other benefits (in thousand ) FRANCISCO MARIN ANDRES Remuneration in the form of advance payments, credits granted Interest rates of transaction Essential characteristics of the transaction Amounts eventually returned 0,00 There are no advance-payment remuneration or credits granted N/A Life insurance premiums Guarantees constituted by the Company in favor of directors 16 2 There are no guarantees constituted by the Company in favor of directors N/A JUAN LUIS OSUNA GOMEZ Remuneration in the form of advance payments, credits granted Interest rates of transaction Essential characteristics of the transaction Amounts eventually returned 0,00 There are no advance-payment remuneration or credits granted N/A Life insurance premiums Guarantees constituted by the Company in favor of directors 6 12 There are no guarantees constituted by the Company in favor of directors N/A 14

15 JOSEP PIQUE CAMPS Remuneration in the form of advance payments, credits granted Interest rates of transaction Essential characteristics of the transaction Amounts eventually returned 0,00 There are no advance-payment remuneration or credits granted N/A Life insurance premiums Guarantees constituted by the Company in favor of directors 2 0 There are no guarantees constituted by the Company in favor of directors N/A 15

16 b) Remuneration received by the Company s board members for belonging to boards in other companies of the group: i) Remuneration payable in cash (in thousands of ) Name Salaries Fixed Remuner ation Allowanc es Variable Remunerati on Shortterm Variable Remunerati on Longterm Remuneration for belonging to the Board Committees Indemnities Other items Total Total ALBERTO TEROL ESTEBAN ALVARO VILLAR-MIR DE FUENTES FRANCISCO MARIN ANDRES JAVIER LOPEZ MADRID JOSEP PIQUE CAMPS JUAN VILLAR-MIR DE FUENTES JUAN LUIS OSUNA GOMEZ JUAN-MIGUEL VILLAR MIR LUIS SOLERA GUTIERREZ MONICA DE ORIOL ICAZA SAAREMA INVERSIONES, S.A SILVIA VILLAR-MIR DE FUENTES TOMAS GARCIA MADRID ii) Share-based remuneration systems iii) Longterm savings systems 16

17 i) Summary of the remuneration (thousands of ): The summary must include the amounts for all remuneration components included in this report which the board member may have received, in thousands of euros. For long-term Savings Systems, it must include the contributions or allocations made to such systems: Name Remuneration received from the Company Remuneration received from other companies of the Group Total cash Amounts Total cash Amounts of remuneratio of shares remuneratio shares n awarded n awarded Gross profit from exercised total Company Gross profit from exercised total Group total Totals total Contributio n to savings systems during the fiscal ALBERTO TEROL ESTEBAN ALVARO VILLAR-MIR DE FUENTES FRANCISCO MARIN ANDRES JAVIER LOPEZ MADRID JOSEP PIQUE CAMPS JUAN VILLAR-MIR DE FUENTES JUAN LUIS OSUNA GOMEZ JUAN-MIGUEL VILLAR MIR LUIS SOLERA GUTIERREZ MONICA DE ORIOL ICAZA SAAREMA INVERSIONES, S.A SILVIA VILLAR-MIR DE FUENTES TOMAS GARCIA MADRID TOTAL

18 D.2 Report on the relation between remuneration obtained by board members and the results or other performance measurements of the Company, explaining, if applicable, how the variations in the performance of the Company influenced the variations in the remuneration of the directors. The Appointments and Remuneration Committee in its proposal for the systems and amounts of remuneration for the executive directors of the Board of Directors for its approval, considers, among other variables, its relevance to the consolidated results by the Group and the fulfillment of the risk control objectives set at the corporate level. D.3 Report on the result of the General Meeting of Shareholders' consultative voting cast on the annual remuneration report of the previous financial, indicating the number of votes cast against it: Number % over total Votes cast ,00% Number % over total Votes against ,51% Votes in favor ,48% Abstentions ,00% E OTHER INFORMATION OF INTEREST If there are any relevant issues relating to directors remuneration that you have not been able to address in the previous sections of this report, but which are necessary to provide more comprehensive and fully reasoned information on the remuneration structure and practices of the Company with regard to its directors, list them briefly. The independent director, Saarema Inversiones, S.A., is represented by D. Joaquín García-Quirós Rodríguez. The remuneration in this report regarding director D. Francisco Marín Andrés are those received until October 1,, the date of his resignation as director. The remuneration presented in this report regarding director D. Josep Piqué Camps are those received from October 1,, the date of his appointment as director. Section D.1.a).ii) The amounts given are in thousand euros. Section D.1.c). The total remuneration in cash includes the fixed annual remuneration of the directors which is a total of 750,000 and the amounts paid and received in cash by the executive directors for their executive duties for the Company. This annual remuneration report has been approved by the Company's Board of Directors, during the session on 03/26/2014. Indicate if any directors voted against or if any abstained regarding the approval of the present Report. Yes No X 18