Circular 4/2013 of the National Securities Market Commission establishing models for annual remuneration reports of directors of listed companies and members of savings banks' administrative and control bodies

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47103 I. GENERAL PROVISIONS NATIONAL SECURITIES MARKET COMMISSION 6804 Circular 4/2013, of June 12, of the National Securities Market Commission, which establishes the models for the annual remuneration report of the directors of listed companies and of the members of the board of directors and the control commission of savings banks that issue securities admitted to trading on official securities markets.

The Law 2/2011, of March 4, on the Sustainable Economy includes measures for the reform of the financial market, in line with international best practices for increasing transparency and improving corporate governance, among which stands out the remuneration report of the directors of listed companies and of the members of the board of directors and commissioners of the control commission of savings banks.

In development of this Law, Order ECC/461/2013, of March 20, has been issued, by which the content and structure of the annual corporate governance report, the annual remuneration report, and other information instruments of listed companies, savings banks, and other entities that issue securities admitted to trading on official securities markets are determined.

What is dictated in Order ECC/461/2013, of March 20, completes the regulation of the content and structure of the annual remuneration report of the directors and attributes various authorizations to the CNMV. Thus, regarding the annual remuneration report, it authorizes this Body to detail, in accordance with what is expressed in the Order, "the content and structure of the remuneration reports, for which purpose it may establish models or forms in accordance with which the different entities must make them public."

Therefore, in execution of the authorizations contained in the aforementioned Ministerial Order, this Circular details the content and structure of the annual remuneration reports of listed companies and savings banks that issue securities admitted to trading on official securities markets, establishing a model for this purpose.

By virtue thereof, the Board of the National Securities Market Commission, in its meeting of June 12, 2013, in exercise of the powers conferred, prior to the report of its Advisory Committee, has ordered:

First Rule. Model of annual remuneration report of the directors of listed companies. The annual remuneration report of the directors of listed companies regulated in article 10 of Order ECC/461/2013, of March 20, shall conform in terms of format, content, and structure to the model defined in Annex I of this Circular.

Second Rule. Model of annual remuneration report of the members of the board of directors and of the control commission of savings banks. The annual remuneration report of the members of the board of directors and of the control commission of savings banks regulated in article 11 of Order ECC/461/2013, of March 20, shall conform in terms of format, content, and structure to the model defined in Annex II of this Circular.

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OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47104 Third Rule. Filling instructions. When preparing their annual remuneration report, entities shall take into account the filling instructions that accompany each of the respective models applicable to them, defined in Annexes I and II of this Circular.

Fourth Rule. Method of sending the annual remuneration report to the CNMV.

1. For its dissemination as a Relevant Event, the reports provided for in the first and second rules of this Circular shall be submitted to the CNMV Electronic Registry, in accordance with what is established in the Resolution of the President of the National Securities Market Commission of November 16, 2011, by which the CNMV Electronic Registry is created and regulated, as a standardized electronic document through the procedure enabled for this purpose in the CIFRADOC/CNMV service.
2. The obligation to send shall be understood as fulfilled when the entity receives a message of correct incorporation of the corresponding report via telematic means from the CNMV.
3. Notwithstanding what is provided in the previous paragraphs and at the request of the entity, the CNMV may exceptionally and for justified causes authorize that the reports provided for in the first and second rules of this Circular be sent by another means in the appropriate model in accordance with Annexes I and II, without this exempting the obligated entity from the subsequent sending of the report as a standardized electronic document through the procedure enabled for this purpose in the CIFRADOC/CNMV service.

Final Rule. Entry into force. This Circular shall enter into force the day following its publication in the "Official State Gazette" and shall apply to remuneration reports that must be submitted to a vote, on an advisory basis and as a separate point on the Agenda, of the ordinary general meetings of shareholders or ordinary general assemblies held from January 1, 2014.

Madrid, June 12, 2013.–The President of the National Securities Market Commission, María Elvira Rodríguez Herrer. cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47105 ANNEX I MODEL ANNUAL REMUNERATION REPORT OF THE DIRECTORS OF LISTED COMPANIES ISSUER IDENTIFICATION DATA END DATE OF THE REFERENCE FISCAL YEAR Tax ID Number: Company Name: Registered Address: cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47106 ANNUAL REMUNERATION REPORT OF THE DIRECTORS OF LISTED COMPANIES A. REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT FISCAL YEAR A.1 Explain the company's remuneration policy. Within this section, information shall be included on: – General principles and foundations of the remuneration policy. – Most significant changes made in the remuneration policy compared to that applied during the previous fiscal year, as well as modifications made during the fiscal year regarding the exercise conditions of options already granted. – Criteria used to establish the company's remuneration policy. – Relative importance of variable remuneration concepts compared to fixed ones and criteria followed to determine the different components of the directors' remuneration package (remuneration mix). Explain the remuneration policy A.2 Information on 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 control bodies in configuring the remuneration policy. This information shall include, if applicable, the mandate given to the remuneration committee, its composition, and the identity of external advisors whose services were used to define the remuneration policy. The status of the directors who, if any, intervened in defining the remuneration policy shall also be expressed. Explain the process to determine the remuneration policy A.3 Indicate the amount and nature of fixed components, with breakdown, if applicable, of remuneration for the exercise of senior management functions by executive directors, additional remuneration as president or member of a board committee, attendance fees for participation in the board and its committees, or other fixed remuneration as a director, as well as an estimate of the annual fixed remuneration they generate. Identify other benefits not paid in cash and the fundamental parameters under which they are granted. Explain the fixed components of remuneration cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47107 A.4 Explain the amount, nature, and main characteristics of the variable components of remuneration systems. In particular: – Identify each of the remuneration plans from which the directors are beneficiaries, their scope, approval date, implementation date, period of validity, as well as their main characteristics. In the case of stock option plans and other financial instruments, the general characteristics of the plan shall include information on the exercise conditions of said options or financial instruments for each plan. – Indicate any remuneration in the concept of profit sharing or bonuses, and the reason why they were granted. – Explain the fundamental parameters and basis of any annual bonus system. – The classes of directors (executive directors, non-executive external directors, independent external directors, or other external directors) who are beneficiaries of remuneration systems or plans incorporating variable remuneration. – The basis of said variable remuneration systems or plans, the performance evaluation criteria chosen, as well as the components and evaluation methods to determine whether said evaluation criteria have been met, and an estimate of the absolute amount of variable remuneration that the current remuneration plan would generate, based on the degree of fulfillment of the hypotheses or objectives taken as reference. – If applicable, information shall be provided on deferral or payment postponement periods that have been established and/or share retention periods or other financial instruments, if they exist. Explain the variable components of remuneration systems cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47108 A.5 Explain the main characteristics of long-term savings systems, including retirement and any other survivor benefits, partially or fully financed by the company, whether funded internally or externally, with an estimate of their equivalent annual amount or cost, indicating the type of plan, whether it is a contribution or defined benefit plan, the conditions for the vesting of economic rights in favor of the directors, and their compatibility with any type of compensation for early termination or termination of the contractual relationship between the company and the director. Also indicate the contributions made on behalf of the director to defined contribution pension plans; or the increase in the director's vested rights, when it concerns contributions to defined benefit plans. Explain long-term savings systems cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47109 A.6 Indicate any severance pay agreed or paid in case of termination of functions as a director. Explain severance pay cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47110 A.7 Indicate the conditions that must be respected by contracts of those exercising senior management functions as executive directors. Among others, information shall be provided on duration, limits on severance amounts, retention clauses, notice periods, as well as payment in lieu of said notice period, and any other clauses relating to signing bonuses, as well as severance pay or golden parachutes for early termination or termination of the contractual relationship between the company and the executive director. Include, among others, covenants or agreements on non-competition, exclusivity, retention, or loyalty, and post-contractual non-competition. Explain the conditions of executive directors' contracts cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47111 A.8 Explain any additional remuneration accrued to directors as consideration for services rendered other than those inherent to their position. Explain additional remuneration cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47112 A.9 Indicate any remuneration in the form of advances, credits, and guarantees granted, with indication of the interest rate, their essential characteristics, and amounts eventually returned, as well as obligations assumed on their behalf as guarantee. Explain advances, credits, and guarantees granted cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47113 A.10 Explain the main characteristics of remuneration in kind. Explain remuneration in kind cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47114 A.11 Indicate the remuneration accrued by the director by virtue of payments made by the listed company to a third entity in which the director provides services, when such payments aim to remunerate the director's services in the company. Explain remuneration accrued by the director by virtue of payments made by the listed company to a third entity in which the director provides services cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47115 A.12 Any other remuneration concept different from the above, whatever its nature or the entity in the group that pays it, especially when it has the status of a connected transaction or its issuance distorts the true and fair view of the total remuneration accrued by the director. Explain other remuneration concepts cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47116 A.13 Explain the actions adopted by the company regarding the remuneration system to reduce exposure to excessive risks and align it with the company's long-term objectives, values, and interests, which shall include, if applicable, a reference to: measures planned to ensure that the remuneration policy takes into account the company's long-term results, measures that establish an adequate balance between the fixed and variable components of remuneration, measures adopted regarding those categories of staff whose professional activities have a material impact on the entity's risk profile, clawback formulas or clauses to claim the return of variable remuneration components based on results when such components have been paid based on data whose inaccuracy has subsequently been manifestly proven, and measures planned to avoid conflicts of interest, if any. Explain actions adopted to reduce risks cve: BOE-A-2013-6804

B. REMUNERATION POLICY PLANNED FOR FUTURE FISCAL YEARS B.1 Make a general forecast of the remuneration policy for future fiscal years describing said policy with respect to: fixed components and attendance fees and variable remuneration, relationship between remuneration and results, pension systems, conditions of executive directors' contracts, and forecast of the most significant changes in the remuneration policy compared to preceding fiscal years. General forecast of the remuneration policy cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47117 B.2 Explain the decision-making process for configuring the remuneration policy planned for future fiscal years, and the role played, if any, by the remuneration committee. Explain the decision-making process for configuring the remuneration policy cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47118 B.3 Explain the incentives created by the company in the remuneration system to reduce exposure to excessive risks and align it with the company's long-term objectives, values, and interests. Explain incentives created to reduce risks cve: BOE-A-2013-6804

C. GLOBAL SUMMARY OF HOW THE REMUNERATION POLICY WAS APPLIED DURING THE CLOSED FISCAL YEAR C.1 Briefly explain the main characteristics of the structure and remuneration concepts of the remuneration policy applied during the closed fiscal year, which gives rise to the detail of individual remuneration accrued by each of the directors reflected in section D of this report, as well as a summary of the decisions taken by the board for the application of said concepts. Explain the structure and remuneration concepts of the remuneration policy applied during the fiscal year cve: BOE-A-2013-6804

D. DETAIL OF INDIVIDUAL REMUNERATION ACCRUED BY EACH OF THE DIRECTORS D.1 Complete the following tables regarding the individualized remuneration of each of the directors (including remuneration for the exercise of executive functions) accrued during the fiscal year. a) Remuneration accrued in the company subject of this report: i) Cash remuneration (in thousands of €) Name/ Type/ Accrual period Fiscal year t Salary Fixed Remuneration Attendance Fees Short-term variable remuneration Long-term variable remuneration Remuneration for board committee membership Severance Other concepts Total Fiscal year t Total Fiscal year t-1 Director 1 Director 2 ii) Share-based remuneration systems Ownership of options at the beginning of Fiscal year t Options assigned during Fiscal year t Shares delivered during Fiscal year t Name/ Type/ Accrual period Fiscal year t Plan Name and Implementation Date No. Options No. Affected Shares Exercise Price (€) Exercise Period No. Options No. Affected Shares Exercise Price (€) Exercise Period Conditions for Exercise No. Price Amount Plan 1 Director 1 Plan 2 Options exercised in Fiscal year t Options Expired and Not Exercised Options at the end of Fiscal year t Name/ Type/ Accrual period Fiscal year t Plan Name and Implementation Date No. Options No. Affected Shares Exercise Price (€) Gross Benefit (€) No. Options No. Options No. Affected Shares Exercise Price (€) Exercise Period Other Exercise Requirements Plan 1 Director 1 Plan 2 cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47119 iii) Long-term savings systems Contribution of the fiscal year by the company (thousands €) Amount of accumulated funds (thousands €) Name/ Type/Period Accrual total in fiscal years Fiscal year t Fiscal year t-1 Fiscal year t Fiscal year t-1 Director 1 iv) Other benefits (in thousands of €) Remuneration in the form of advances, credits granted Name/ Type Interest Rate of the Operation Essential Characteristics of the Operation Amounts Eventually Returned Director 1 Director 2 Life Insurance Premiums Guarantees constituted by the company in favor of the directors Name/ Type Fiscal year t Fiscal year t-1 Fiscal year t Fiscal year t-1 Director 1 Director 2 b) Remuneration accrued by the directors of the company for their membership on boards in other companies in the group: i) Cash remuneration (in thousands of €) Name/ Type/ Accrual period Fiscal year t Salary Fixed Remuneration Attendance Fees Short-term variable remuneration Long-term variable remuneration Remuneration for board committee membership Severance Other concepts Total Fiscal year t Total Fiscal year t-1 Director 1 Director 2 ii) Share-based remuneration systems Ownership of options at the beginning of Fiscal year t Options assigned during Fiscal year t Shares delivered during Fiscal year t Name/ Type/ Accrual period Fiscal year t No. Options No. Affected Shares Exercise Price (€) Exercise Period No. Options No. Affected Shares Exercise Price (€) Exercise Period Conditions for Exercise No. Price Amount Director 1 cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47120 Options exercised in Fiscal year t Options Expired and Not Exercised Options at the end of Fiscal year t Name/ Type/ Accrual period Fiscal year t No. Options No. Affected Shares Quotation Price (€) Gross Benefit (€) No. Options No. Options No. Affected Shares Exercise Price (€) Exercise Period Other Exercise Requirements Director 1 iii) Long-term savings systems Contribution of the fiscal year by the company (thousands €) Amount of accumulated funds (thousands €) Name/ Type/Period Accrual total in fiscal years Fiscal year t Fiscal year t-1 Fiscal year t Fiscal year t-1 Director 1 iv) Other benefits (in thousands of €) Remuneration in the form of advances, credits granted Name/ Type Interest Rate of the Operation Essential Characteristics of the Operation Amounts Eventually Returned Director 1 Director 2 Life Insurance Premiums Guarantees constituted by the company in favor of the directors Name/ Type Fiscal year t Fiscal year t-1 Fiscal year t Fiscal year t-1 Director 1 Director 2 c) Summary of remuneration (in thousands of €): The summary must include the amounts corresponding to all remuneration concepts included in this report that have been accrued by the director, in thousands of euros. In the case of Long-Term Savings Systems, the contributions or endowments made to this type of system shall be included: Remuneration accrued in the Company Remuneration accrued in group companies Totals Name/ Type Total Cash Remuneration Amount of Shares Granted Gross Benefit of Exercised Options Total Fiscal year t Company Total Cash Remuneration Amount of Shares Delivered Gross Benefit of Exercised Options Total Fiscal year t Group Total Fiscal year t Total Fiscal year t-1 Contribution to savings systems during the fiscal year Director 1 Total: cve: BOE-A-2013-6804

OFFICIAL STATE GAZETTE No. 150 Monday, June 24, 2013 Sec. I. Page 47121 D.2 Report on the relationship between the remuneration obtained by the directors and the results or other performance measures of the entity, explaining, if applicable, how variations in the company's performance may have influenced the variation in the directors' remuneration. D.3 Report on the result of the advisory vote of the general meeting on the annual remuneration report of the previous fiscal year, indicating the number of negative votes, if any, that were cast: Number % of Total Votes Cast

Number % of Votes Cast Negative Votes Votes in Favor Abstentions E. OTHER INFORMATION OF INTEREST If there is any relevant aspect regarding the remuneration of directors that has not been able to be collected in the rest of the sections d