Diversity Policy

Notwithstanding the right of proportional representation stated in the Companies Act, the selection process of candidates will start with a prior analysis carried out by the Nomination Committee regarding the needs of the Company and the skills, expertise and experience required on the Board, considering the commitment of the Board of Directors to promote diversity in its composition. After a prior analysis of the competencies required by the Board of Directors, the Nomination Committee will define the duties and abilities sought for in candidates to fill any vacancy and will also assess the time and dedication required to perform adequately their duties.

Notwithstanding the provisions of this Policy regarding the guidelines applicable to the selection process for Board Members, the diversity criteria will be chosen according to the nature and complexity of the businesses developed by the Group, as well as the social and environmental context in which it is involved. In addition, other criteria may be taken into consideration depending on the needs of the Board of Directors.

Any Director may suggest candidates for the post of Director provided that they meet the requirements established in this Policy. However, the Nomination Committee will be responsible for forwarding to the Board of Directors any proposals for the appointment and reelection of Translation of a policy originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails. Independent External Directors and for informing the Board of Directors on appointments and re-election proposals of Proprietary External Directors and Executive Directors. The Company may also rely on the cooperation of external advisers not only for the prior assessment about the needs of the Group, but also for the validation or proposal of candidates. The selection process will be carried out according to the following guidelines:

• In addition to the fulfillment of the requirements provided under section 4 of this Policy, the candidates shall be persons whose appointment favors the diversity of capabilities, knowledge, experience, nationalities, age and gender within the Board of Directors to ensure a diverse and balanced composition of the Board as a group, which enhances the decision-making process and contributes to the discussion of the issues within its competence.
• The Nomination Committee will ensure that the selection process is free from any implied bias entailing any kind of discrimination on the basis of, inter alia, gender, ethnic origin, age or disability. In particular, it will make a conscious effort to include females with the target profile among the potential Board candidates, aiming to ensure that the number of female Directors represent at least 40% of the total members of the Board of Directors by 2022.
• Prior to submitting the proposal to appoint an Independent Director, the Nomination Committee shall confirm that the candidate complies with all the requirements provided in the Law, the Bylaws and in the Board of Directors Regulations