Corporate Governance

Regulations of the General Meeting of Shareholders

Document

General Meeting of Shareholders

2021 General Meeting of Shareholders

The Board of Directors of Euskaltel, S.A.has resolved to call the Annual General Meeting of Shareholders to be held at the registered office (located in Derio, Biscay, at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 2 June 2021 at 11:00 on first call, or if the required quorum is not met, then on second call, the next day, 3 June 2021, at the same place and time. Although two calls are provided for, it is expected that the required quorum will be met on first call, for which reason the Annual General Meeting of Shareholders will in all likelihood be held on 2 June 2021.

Bearing in mind that, as of the date of the call to the General Meeting, the risk to human health linked to the spread of the SARS-CoV-2 coronavirus, transmitter of the disease known as "COVID-19", persists, the Company's Board of Directors has agreed that the Annual General Meeting of Shareholders shall be held behind closed doors, exclusively on-line.

Video

Results: Quorum, voting and agreements

Document

Documents available to the shareholder prior to the General Meeting

Call to meeting.

Number of shares and voting rights.

Proposed resolutions.

2020 Annual Financial Report.

Director Remuneration Policy 2019-2021.

CR Report Director Remuneration Policy.

Report amendment Board of Directors Regulations.

Board of Directors Regulation on force.

Board of Directors Regulations amended.

2020 Corporate Governance Report.

2020 Remuneration Report.

ACC Annual Activities Report.

ARC Annual Activities Report.

AC Annual Activities Report.

RC Annual Activities Report.

ACC Auditor Independence Report.

Related-party transactions report.

Regulations Electronic Shareholders Forum.

Exercising the right to information.

Information on procedures or systems to help followthe General Shareholders' Meeting.

Rules regardng absentee voting and proxy-granting.

Voting and Proxy Card.

Shareholders' Electronic Forum.

Proxy and voting electronically and on line attendance.

On-Line attendance

The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.

2020 Extraordinary General Meeting of Shareholders

The Board of Directors of Euskaltel, S.A. has resolved to call an Extraordinary General Meeting of Shareholders to be held at the registered office (located in Derio, Biscay, at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 29 September 2020 at 11:00 on first call, or if the required quorum is not met, then on second call, the next day, 30 September 2020, at the same place and the same time.

Considering that, at the time of the call to the Extraordinary General Meeting of Shareholders, there is a continued health risk associated with the spread of the SARS-CoV-2 coronavirus, which transmits the disease known as "COVID-19", the Company's Board of Directors has resolved that the Extraordinary General Meeting of Shareholders will be held behind closed doors, exclusively on-line.

Video

Results: Quorum, voting and agreements

Document

Documents available to the shareholder prior to the Extraordinary General Meeting

Call to meeting.

Number of shares and voting rights.

Proposed resolutions.

Report regarding proposed appointments.

Report regarding amendment BD Regulation.

Regulation Board of Directors.

Regulation Board of Directors modified.

Shareholder's Electronic Forum Regulation.

Exercise right to information.

Rules regarding absentee voting and poxing granting and On Line Attendance.

Voting and proxy card.

Information to follow up of the meeting.

Shareholders' Electronic Forum.

Proxy, electronic voting and On-Line Attendance.

On-Line attendance

The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.

2020 General Meeting of Shareholders

The Annual General Meeting of Shareholders to be held on 2 June 2020 at 12:00 on first call, and the next day 3 June 2020 on second call will be held behind close door, providing the means to allow on line attendance .

As already stated in the announcement of the call to meeting published on the corporate website on 23 April 2020 and in the "El País" newspaper on 27 April 2020, given the potential travel restrictions arising from the outbreak of the coronavirus disease (Covid-19) regulated in Royal Decree 463/2020 of 14 March declaring a state of alarm to manage the health crisis caused by COVID-19, the Board of Directors reserved the right to hold the Annual General Meeting of Shareholders behind closed doors, advising the shareholders thereof on the corporate website and in the printed news media, in any case providing for the shareholders' rights to participation and voting.

Given the potential continuation of restrictions on the date of the call to the Annual General Meeting of Shareholders, it will be held behind closed doors, in the terms of the Supplementary Announcement and the instructions published in the corporate web.

Video

Results: Quorum, voting and agreements

Document

Documents available to the shareholder prior to the General Meeting

Supplementary announcement

Call to meeting

Number of shares and voting rights

Proposed resolutions

2019 Annual Financial Report

Bylaws

Bylaws (modified)

Regulations of the General Meeting of Shareholders

Regulations of the General Meeting of Shareholders (modified)

Report regarding the rationale for the amendment of Bylaws articles 28 31 and 38

Report regarding the rationale for the amendmente Regulations of the General Meeting of Shareholders

Report regarding the rationale for the amendment Bylaws article 62

Report regarding the rationale for amendment of Bylaws article 65 bis

Report regarding the rationale for the amendment of Bylaws articles 45,62,63,64,65, 65 ter

Report of Board of Directors re-election propietary Director

Report of Board of Directors ratification external Director

Director Remuneration Policy 2019-2021

Report ARC regarding amendment Director Remuneration Policy

Summary of the Long-Term Incentive 2020-2022

2019 Corporate Governance Report

2019 Remuneration Report

2019 Annual Audit and Control Committee Report

2019 Appointment and Remuneration Committee Report

2019 Auditor Independence Audit & Control Committee Report

Report regarding related-party transactions

Shareholders' Electronic Forum Regulations

Exercising the right to information

Information on procedures or systems to help follow the meeting

Information on how to get to and access the place where the meeting will be held

Instrucctions for remote voting and proxy-granting

Voting and Proxy card

Shareholders' Electronic Forum

Proxy and voting electronically and On-Line Attendance

On line attendance

The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.

Extraordinary General Meeting of Shareholders

The Board of Directors of Euskaltel, S.A. hereby calls the shareholders to an Extraordinary General Meeting of Shareholders to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 10 July 2019 at 12:00 on first call, or if the required quorum is not met then on second call, the next day, 11 July 2019, at the same place and time.

Results: Quorum, voting and agreements

Document

Resolutions adopted by the Extraordinary General Meeting of Shareholders

Document

Documents available to the shareholder prior to the General Meeting

Translation only for informative purposes

Notice of Meeting.

Total number of shares and voting rights.

Proposed resolutions.

Report by the Board of Directors on the proposal to the appointment of Robert Samuelson as propietary member.

Report by the Board of Directors on the proposal to ratify the appointment by co-optation and election of José Miguel García as executive director.

Report by the Board of Directors on the proposal to ratify the appointment by co-optation and election of Eamonn O'Hare as propietary member.

Exercising the right to information.

Information on procedures or systems to help follow the General Shareholders' Meeting

Information on how to get to and access the place where the General Shareholders' Meeting will be held.

Rules regardng absentee voting and proxy-granting.

Voting and Proxy card.

Shareholders' Electronic Forum Regulations.

Shareholders' Electronic Forum

Proxy and voting electronically

The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.

2019 General Meeting of Shareholders

The Board of Directors of EUSKALTEL, S.A. hereby calls the shareholders to an General Meeting of Shareholders to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 1 April 2019 at 12:00 on first call , or if the required quorum is not met then on second call, the next day, 2 April 2019, at the same place and time.

Results: Quorum, voting and agreements

Document

Resolutions adopted by the General Meeting of Shareholders

Document

Documents available to the shareholder prior to the General Meeting

Notice of Meeting

Total number of shares and voting rights

Proposed resolutions

2018 Annual Financial Report

Bylaws

Bylaws (modified)

Report regarding the rationale for the amendment of article 4

Report regarding the rationale for the amendment of article 62

Informe Reelección Consjeros Independientes

Política de Remuneraciones de los Consejeros 2019-2021

Informe CNR Política de Remuneraciones de los Consejeros

2018 Corporate Governance Report

2018 Remunerations Report

2018 Annual Audit & Control Committee Report

2018 Appointments & Remuneration Committee Report

2018 Annual activities of Strattegy Committee

2018 Auditor Independence Audit & Control Committee Report

Report regarding related-party transactions

Report on Corporate Social Responsibility

Shareholders' Electronic Forum Regulations

Exercising the right to information

Information on procedures or systems to help followthe General Shareholders' Meeting

Information on how to get to and access the place where the General Shareholders' Meeting will be held

Rules regardng absentee voting and proxy-granting

Voting and Proxy card

Shareholders' Electronic Forum

Proxy and voting electronically

The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.

2018 General Meeting of Shareholders

The Board of Directors of EUSKALTEL, S.A. hereby calls the shareholders to an Ordinary General Shareholders' Meeting to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 1 June 2018 at 12:00 on first call , or if the required quorum is not met then on second call, the next day, 2 June 2018, at the same place and time.

Results: Quorum, voting and agreements

Document

Resolutions adopted by the Ordinary General Shareholders' Meeting

Document

Documents available to the shareholder prior to the General Meeting

Notice of Meeting.

Total number of shares and voting rights.

Proposed resolutions.

Report of the Board regarding the Issue of Bonds.

Report of the Board regarding the Co-option.

Report of the Appointments and Remuneration Committee regarding the Co-option.

2017 Annual Financial Report.

2017 Corporate Governance Report.

2017 Remunerations Report.

2017 Annual Audit & Control Committee Report.

2017 Appointments & Remuneration Committee Report.

2017 Annual activities of Strattegy Committee.

2017 Auditor Independence Audit & Control Committee Report.

2017 Report on Related Transactions.

2017 Report on Corporate Social Responsibility .

Shareholders' Electronic Forum Regulations.

Exercising the right to information.

Information on how to get to and access the place where the General Shareholders' Meeting will be held.

Information on procedures or systems to help follow the General Shareholders' Meeting

Rules regardng absentee voting and proxy-granting.

Voting and Proxy card.

Shareholders' Electronic Forum.

Proxy and voting electronically.

The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.

2017 General Meeting of Shareholders

The Board of Directors of EUSKALTEL, S.A. hereby calls the shareholders to an Ordinary General Shareholders' Meeting to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 26 June 2017 at 12:00 on first call, or if the required quorum is not met then on second call, the next day, 27 June 2017, at the same place and time.

Results: Quorum, voting and agreements

Document

Resolutions adopted by the Ordinary General Shareholders' Meeting

Document

Documents available to the shareholder prior to the General Meeting

Notice of Meeting.

Total number of shares and voting rights.

Proposed resolutions.

Telecable Acquisition Report.

Non-Cash Capital Increase Report.

Current Articles of Association.

Amended Articles of Association.

Articles of Association Modification Report.

Proposed Board Members Appointment Report.

2016 Annual Financial Report.

2016 Corporate Governance Report.

2016 Remunerations Report.

2016 Annual Audit & Control Committee Report.

2016 Appointments & Remuneration Committee Report.

2016 Auditor Independence Audit & Control Committee Report.

Report on Related Transactions.

2016 Report on Corporate Social Responsibility .

Shareholders' Electronic Forum Regulations.

Exercising the right to information

Information on how to get to and access the place where the General Shareholders' Meeting will be held.

AGM monitoring information.

Voting and Proxy card.

Shareholders' Electronic Forum.

Proxy and voting electronically.

The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.

2016 General Meeting of Shareholders

The Board of Directors of EUSKALTEL, S.A. hereby calls the shareholders to an Ordinary General Shareholders' Meeting to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 27 June 2016 at 12:00 on first call, or if the required quorum is not met then on second call, the next day, 28 June 2016, at the same place and time.

Results: Quorum, voting and agreements

Document

Resolutions adopted by the Ordinary General Shareholders' Meeting

Document

Documents available to the shareholder prior to the General Meeting

Notice of Meeting.

Total number of shares and voting rights.

Proposed resolutions.

Annual Accounts and Directors' Report for 2015.

Bylaws of Euskaltel, S.A.

Directors' Report on Amendments to Company Bylaws.

Board Report regarding re-election and appointment of Directors.

Annual Corporate Governance report.

Annual activities report of the Audit and Control Committe.

Annual activities report of the Appointments and Remuneration Committe.

Report on the independence of the Auditor.

Report of the Audit and Control Committe regarding related-party transactions with Directors and significant Shareholders.

Corporate Social Responsibility Policy Report.

Annual Report on the Remuneration of Directors of listed companies.

Report prepared by the Appointments and Remuneration Committe of Euskaltel on the proposed resolution relating to the Remuneation Policy for the Directors of the Company.

Director remuneration policy of Euskaltel.

Report formulated by the Board of Directors in connection with the possible creation of a security interest on the Company's telecommunications network.

Report formulated by the Board of Directors in connection with the proposed delegation to the Board of Directors of the power to issue non-convertible debendures or bonds, notes and other fixed-icome securities of a similar nature, as well as preference shares.

Regulations of the Board of the Directors.

Report formulated by the Board of Directors regarding the rational for the proposed amendment of articles 2,4,9 and 18 of the regulations of the Board of Directors.

Regulations of the Electronic Shareholders' Forum.

Electronic Shareholders' Forum.

Exercise of the right to receive information.

Information on procedures or systems to help follow the General Shareholders Meeting.

Information on how to get to and access the place where the General Shareholders? Meeting will be held.

Rules regarding absentee and voting and proxy-granting.

Proxy and voting electronically.

Attendance, proxy and absentee voting card for the Ordinary General Meeting of Euskaltel.

Board of Directors

The Board of Directors is attributed with the broadest powers to administer and represent the Company, approve the Company strategy and the necessary organisation so that it can be put into practice, as well as supervising and controlling the senior management to ensure compliance with the objectives set out and respect for the Company's corporate purpose and interest.

The plenary session of the Board of Directors reserves competence to approve the Company's general policies and strategies and, in particular, (i) the strategic or business plan, as well as the annual management objectives and budget; (ii) the investment and finance policy; (iii) the definition of the structure of the group of companies; (iv) the corporate governance policy; (v) the corporate social responsibility policy; (vi) the risks control and management policy, including those relating to taxation, as well as the periodic monitoring of the internal information and control systems; (vii) the dividends policy, the treasury stock policy and, in particular, their limits.

The Board of Directors entrusts the ordinary management to the Chairman, the CEO and the Management Team, as well as the general dissemination, coordination and implementation of the Company's management policies and guidelines, so that it can focus on defining, supervising and monitoring the general policies, strategies and guidelines to be followed by the Company and its group.

All of the members of the Board of Directors are external Directors except for the CEO, Mr. José Miguel García Fernández, who is executive Director.

MEMBERS OFFICE CATEGORY DATE OF FIRST APPOINTMENT
Mr. Xabier Iturbe Otaegi Non Executive Chairman External 2019-10-29
Mr. José Miguel García Fernández CEO Executive 2019-07-10
Mr. Eamonn O'Hare Member Proprietary 2019-07-10
Mr. Robert Samuelson Member Proprietary 2019-07-10
Kartera 1, S.L., representated by Ms. Alicia Vivanco González Member Proprietary 2016-06-27
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso Member Proprietary 2018-06-01
Ms. Belén Amatriain Corbi Member Independent 2015-03-31
Mr. Iñaki Alzaga Etxeita Member Independent 2015-03-31
Ms. Beatriz Mato Otero Member Independent 2020-09-29
Ms. Ana García Fau Member Independent 2020-09-29
Mr. José Ortiz Martínez Non-Director Secretary   2019-11-27
Ms. Cristina Sustacha Duñabeitia Non-Director Vice-Secretary   2020-02-25

Shareholding interest of the Board of Directors

The stake of each of the Board Members in the Euskaltel, S.A., share capital, none of whom holds share options of the Company, are listed below.

MEMBERS OFFICE CATEGORY DIRECT VOTING RIGHTS INDIRECT VOTING RIGHTS %
Mr. Xabier Iturbe Otaegi Non Executive Chairman External 6,000 0 0.003%
Mr. José Miguel García Fernández CEO Executive 0 23,810 0.013%
Mr. Eamonn O'Hare Member Proprietary 0 0 0.000%
Mr. Robert Samuelson Member Proprietary 0 0 0.000%
Kartera 1, S.L., represented by Ms. Alicia Vivanco González Member Proprietary 0 0 0.000%
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso Member Proprietary 0 17,904,785 10.023%
Ms. Belén Amatriain Corbi Member Independent 3,000 0 0.002%
Mr. Iñaki Alzaga Etxeita Member Independent 3,000 0 0.002%
Ms. Beatriz Mato Otero Member Independent 0 0 0.000%
Ms. Ana García Fau Member Independent 0 0 0.000%

Board of Directors

Non Executive Chairman of the Board of Directors of Euskaltel, S.A.
External Director

Mr. Xabier Iturbe has a degree in Economics and Business Studies from Deusto University and an MBA with a finance speciality from the Stern School of Business at New York University. He has held management positions in leading companies in both the telecommunications and finance industries and for more than 10 years he has held top-level positions on the Boards of Directors of different entities and institutions representing the Basque Country (Chairman, Vice-Chairman, member, board member, etc.), and different sectors (finance, technology, foundations, etc.). This has given him excellent knowledge of the wider telecommunications industry, of Euskaltel, and of the financial world, as well as experience in coordinating and managing complex Boards of Directors. Mr. Iturbe is also very knowledgeable about the Basque Country and its institutions. Over the years, he has developed an international vision because of his education in the United States and his professional links to financial institutions and within Euskaltel itself. He has regularly taken part in and coordinated teams whose purpose was to define the strategic position of the companies and entities he has served and continues to serve.

CEO
Executive Director

Mr. José Miguel García began his career as a telecommunications and technology consultant at Lincoln Scott International (Australia). Over the last 30 years he has undertaken the role of CEO in 16 different countries including in Australia, Europe, South America and the USA. In 2018 he successfully took part in the acquisition of SQRRL and Briefcam by Amazon and Canon, respectively. In 2016 and 2017 he was a board member and vice-chairperson for the Millicon Group and a strategy consultant at the Orange Group (having been hired directly by the deputy CEO) in the transformation of European business units to the fixed-mobile convergence offering. He was CEO of Jazztel, the Spanish telecommunications company, from 2006 to 2015. Before he joined Jazztel in 2006, Mr García worked mainly at Cable & Wireless, where his roles included: CEO of Spain and Portugal, executive vice-chairman in Europe, CEO in Panama and managing director in the UK and Ireland. Prior to these roles, he was executive chairman and CEO in Spain and Portugal of Case Technology, a company that he co-founded and subsequently managed through its acquisition by Cable & Wireless, Plc. in 2000. He has also been a strategic investor and advisory board member to several start-ups around the world over the last 25 years. He has a degree in electrical and electronic engineering and a master's degree in digital communications from Monash University in Melbourne.

Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director

Eamonn O'Hare holds a degree in Aerospace Engineering from Queen's University in Belfast and an MBA from the London Business School. He has held positions as a Board and executive member in some of the world's fastest growing technology and consumer companies. He is currently chairman and CEO of Zegona Communications, Plc, a telecommunications, media and technology (TMT) company listed on the London Stock Exchange.

From 2009 to 2013 he served as Chief Financial Officer and member of the Board of Directors of Virgin Media, a leading UK entertainment and communications company. He also serves as a non-executive director on the Board of Directors of Dialog Semiconductor, Plc, a leading consumer technology company that provides critical components for the world's most successful mobile device brands. He was also Chairman of the Audit Committee at Dialog Semiconductor from 2014 to 2015. Eamonn O'Hare was also executive director on the Board of Directors and Audit Committee of Tele2, a major European telecommunications company in the Nordic and Baltic countries.

Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director

Mr. Robert W. Samuelson was appointed a Euskaltel Director in July 2019. Mr Samuelson began work in the field of industry and engineering with British Aerospace and Royal Ordnance. Subsequently, he was a consultant at Arthur D. Little Ltd, becoming a lead director of the European Corporate Finance team. From 2000 to 2010 he was with the Virgin Group, where he became Managing Partner, Telecoms & Media, responsible for Virgin's telecommunications/media interests worldwide and was a member of the Group Strategy Committee, the body charged with overseeing all major new investments across the Virgin Group. He subsequently moved to Virgin Media in 2011 as Executive Director Group Strategy and was centrally involved in the continued development of the business and its subsequent sale to Liberty Global in 2013. In 2015, with Mr Eamonn O'Hare, he founded Zegona Communications PLC, where he is Chief Operating Officer and an Executive Director. He holds a Master's Degree in Natural Sciences from Cambridge University and took an MBA at Cranfield University (Cranfield School of Management).

Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director

Kartera 1, S.L. was incorporated as a limited company under the name of Kartera 1, S.A. on 30 July 1993, pursuant to the deed executed by José Antonio Isusi Ezcurdia, Notary Public of Bilbao, and entered as attested document number 2943 in his records. It was subsequently transformed into a limited liability company on 23 March 1999 by means of the deed executed by the aforementioned Notary Public, Mr. Isusi Ezcurdia, and entered as attested document number 826 in his records. This latest deed is entered in the Bizkaia Trade Registry, in volume BI-6559, book 0, folio 25, page BI-5126-A, 9th entry. Its tax number is B-48563506 and its registered office is at Gran Vía numerous 30-32, 48009 Bilbao (Bizkaia).

Alicia Vivanco González, the individual representing Kartera 1,S.L. and proposed to exercise the post of board member of the Euskaltel Board of Directors, was born in Valle de Trápaga -Trapagaran (Bizkaia) in 1960. She graduated in Economics from the University of the Basque Country. Ms. Vivanco joined Euskaltel's Board of Directors in 2003, at the time as representative of Bilbao Bizkaia Kutxa (BBK). She has also been a managing director of Kutxabank, S.A. since 2012, where she leads Project Finance and Subsidiary Companies departments. She is also a director of other Kutxabank's subsidiaries including Deoleo, Ingeteam, IdE, Ibermatica, Talde and ´ Sociedad Promotora Bilbao Gas Hub (where she is also Chairman). Her previous professional experience was mainly developed in the financial entity BBK, which she joined in 1984, working in different departments: International Affairs, Portfolio Management and Capital Markets. She was named Managing Director of BBK in 2009.

Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director

Corporación Financiera Alba, S.A. is a company incorporated for an indefinite period of time under the name Cementos Alba, S.A., through instrument made public on 9 November 1953 before former notary public of Madrid, Mr Manuel Amorós Gozálbez, bearing number 2920 of his records; subsequently modified to change its name to the current name by instrument issued on 29 September 1986 authorised by the notary public of this capital city, Mr Rafael Ruiz Gallardón, bearing number 2813 of his records; its bylaws were adapted to the Corporations Act through instrument issued before the notary public of Madrid, Mr Luis Coronel de Palma, on 13 July 1,990, bearing number 3599 of his records, supplemented by another instrument likewise issued before the same notary public on 15 October 1990, bearing number 4723, and transcribing the consolidated text of the new bylaws. This was entered in the Trade Register of Madrid, General Volume 417, page 196, sheet number M-8078, 261st entry. It is entered in the Trade Register of Madrid, General Volume 417, page 196, sheet number M-8078, 261st entry. It bears Tax ID Code A-28060903 and is domiciled at 28006 Madrid, calle de Castelló, nº 77, 5th floor. Mr Javier Fernández Alonso, the individual representing Corporación Financiera Alba, S.A., proposed to exercise the position of director on the Board of Directors of Euskaltel, was born in Bilbao on 15 August 1977. He is a graduate in Business Administration and Management from the Universidad de Deusto. He spent part of his career as advisor on mergers and acquisitions in Goldman Sachs International (London) and ABN Amro Corporate Finance (Madrid), where he rose to the position of Associate Director. Moreover, he holds the positions of Investments Manager and member of the Management Committee at Corporación Financiera Alba, S.A., likewise forming part of both Investments and Investors? Committees of Artá Capital SGECR S.A.

BOARD MEMBER POSTS
Mr. Javier Fernández Alonso

Members of the Board of Directors of Ebro Foods, S.A.

Member of the Board of Directors of Euskaltel, S.A.
Independent Director

Ms. Amatriain was appointed a director of Euskaltel in March 2015. She is currently an independent director of EVO Banco, S.A.U. Her previous professional career includes positions as Corporate Marketing Officer at Telefónica, S.A. from 2009 to 2012, CEO of Telefónica España from 2008 to 2009, CEO of Telefónica Móviles España from 2005 to 2007 and Chair and CEO of Telefónica Publicidad e Información. She graduated in Law from the Pontificia de Comillas University in Spain.

BOARD MEMBER POSTS
Ms. Belén Amatriain Corbi

Member of the Board of Directors of Amacor Gestión Inmobiliaria, S.L.

Member of the Board of Directors of EVO Banco, S.A.U.

Member of the Board of Directors of Capital Radio Economía, S.L.

Member of the Board of Directors of Prim, S.A.

Member of the Board of Directors of Euskaltel, S.A.
Independent Director

Iñaki Alzaga was appointed a director of Euskaltel in March 2015. He was at the company from 1998 to 2005 in the positions of Director of Advanced Businesses and Director of Strategy and Business Development, as well as sitting on the Management Committee. He became the Chair of Grupo Noticias in 2005. In 2020, he was appointed Chair of Nortegas Energía Grupo, S.L. and Vice-Chair of Talde Gestión, SGEIC, S.A. Previous positions included General Manager of Editorial Iparraguirre, S.A. and a 12-year professional career at PricewaterhouseCoopers.

BOARD MEMBER POSTS
Mr. Iñaki Alzaga Etxeita

Chair of Grupo Noticias.

Chair of Nortegas Energía Grupo, S.L

Vice-Chair of Talde Gestión, SGEIC, S.A

Member of the Board of Directors of Euskaltel, S.A.
Independent Director

Beatriz Mato Otero has a degree in Industrial Engineering, with a specialism in Business Organisation, from the Bilbao College of Industrial Engineers and an MBA from the A Coruña University Business School. She also holds a certificate in Good Corporate Governance from Instituto de Consejeros-Administradores (Spanish institute of directors). Beatriz Mato has worked professionally for 30 years in the private and public sectors, leading business projects in the technology and consultancy sector for SMEs and multi-nationals and as a minister for the regional government in Galicia. She has an extensive consultancy background with particular expertise in introducing quality systems and innovation. She began her career as a systems technician at IBM Spain (1989-1991), moving on to become an IT services sales technician at Rank Xerox (1991-1993) and then a quality engineer at the engineering firm Norcontrol, which is now Applus (1993-1995).

She has broad experience in public management due to her role as minister for the regional government in Galicia, firstly as minister for work and welfare from 2009 to 2015 and subsequently as minister for the environment and territorial planning from 2015 to 2018, where she has acquired extensive knowledge of the business and social fabric in Galicia. From 2002 to 2005 she was provincial representative for the fisheries ministry. From 2009 to 2010 she was chair of Sogaserso S.A. and a member of the Boards of Directors of several public entities in Galicia, such as the A Coruña Port Authority, the Ferrol-San Cibrao Port Authority and IGAPE (the Galician institute for economic development) from 2009 to 2018. Furthermore, as the head of innovation at IGAPE, from 1995 to 2002 she supported companies in Galicia with regard IT and consultancy services, providing advice on economic and financial issues, internationalisation and support for enterprises.

Since February 2020 she has held the position of Head of Corporate Development and Sustainability at the renewable energy company Greenalia.

Member of the Board of Directors of Euskaltel, S.A.
Independent Director

Ana García Fau is a recognised professional with an extensive career and experience in business management, as well as a board member of many leading companies in the industry, both listed and unlisted, on an international level. She has a degree in Law and Economic and Business Science from the Universidad Pontificia Comillas, ICADE (E-3, specialising in finance). She has an MBA from the MIT Sloan School of Management in Massachusetts. She is also a member, among other organisations, of the advisory board of EMEA de la tecnología Salesforce, Pictet in Spain and Mutualidad de la Abogacía (association of law professionals). She has extensive experience in the telecommunications industry, having held various management positions in Telefónica Group, where she held executive roles at TPI-Páginas Amarillas (Yellow Pages), as Chief Financial Officer and Head of Corporate Development. At Yell/hibu she was CEO for Spain, Latin America and the US Spanish-speaking market, member of its International Executive Committee, as well as Head of Corporate Development and Global Strategy. Prior to her experience in this industry, she worked at McKinsey & Company and Goldman Sachs.

Ana García Fau is an independent director of the listed companies Merlin Properties, S.A., Gestamp Automoción S.A. and Eutelsat, S.A. and she is the non-executive chair of Finerge, S.A.

Non-Board Member Secretary

Mr José Ortiz has extensive experience in Corporation Law and consultancy for Boards of Directors. From 2004 to 2015, he was Director-General Secretary of Jazztel. Previously, he was Director and General Secretary to the Board of Telepizza. He graduated Law from the Universidad Complutense de Madrid.

Non-Board Member Deputy Secretary

Ms. Cristina Sustacha is Manager of Euskaltel Legal and Regulatory Services, working in the areas of Competition Law and Telecommunications and Audiovisual Sector Law. She also specializes in Personal Data Protection, being certified as Data Protection Delegate. Likewise, she teaches at the University of Deusto. Previously, she worked in digitizing projects at Accenture. She is a Law graduate from the University of Deusto.

Map of Skills

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Board of Directors Regulations

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Board of Directors Committees

The Board of Directors has three Committees:

- Audit and Control Committee.

- Appointments Committee.

- Remuneration Committee.

Neither Committee has executive functions and they act as informative and consultation bodies, with reporting, advisory and proposal powers within their scope of action, which are governed by the provisions of the Company Articles of Association and in their own internal Regulations (Audit and Control Committee Regulations, Appointments Committee Regulations and Remuneration Committee Regulations).

Their main task is to assist, report and make proposals to the Board of Directors on the issues which are assigned to them at each time by the Company Articles of Association, the Board Regulations and their own Regulations.


Composition

The Audit and Control Committee shall be composed of a minimum of three (3) and a maximum of seven (7) directors appointed by the Board of Directors itself and who must be external directors.

A majority of the members of the Audit and Control Committee shall be independent and shall be appointed, particularly as regards its chair, taking into account their knowledge and experience in accounting, auditing or risk management.

The members of the Audit and Control Committee as a whole must also have pertinent technical knowledge relating to the industry to which the Company belongs
It is currently made up of the following persons:

MEMBERS OFFICE CATEGORY
Ms. Ana García Fau Chairman Independent
Kartera 1, S.L., represented by Ms. Alicia Vivanco González Member Proprietary
Mr. Iñaki Alzaga Etxeita Member Independent
Functions

The Audit and Control Committee is attributed the following functions:

  1. Report to the General Meeting of Shareholders about the issues which are put forward by the shareholders on matters within its competence.

  2. Supervise the effectiveness of the internal control of the Company and its Group, as well as its risk management systems, including those relating to taxation.

  3. Analyse with the external auditors the possible significant weaknesses in the internal control system detected in the audit.

  4. Supervise the process to prepare and present the regulated financial information.

  5. Propose to the Board of Directors to be submitted to the General Meeting of Shareholders the appointment, re-election or substitution of the external accounts auditor in accordance with the applicable regulations, as well as the conditions for their contracting and regularly obtain from it information about the audit plan and its performance, as well as preserving its independence in the performance of its functions.

  6. Supervise the activity of the Company?s internal audit.

  7. Establish the appropriate relations with the external accounts auditors in order to receive information about those issues which may harm their independence, to be examined by the Committee, and any others relating to the process to perform the accounts audit, as well as those other communications set out in the account auditing legislation and in the audit regulations.

  8. Annually issue, before the issue of the account audit report, a report stating an opinion about the independence of the external audits and summarising the activities of the Committee. This report must under all circumstances deal with the provision of the additional services referred to in the previous section considered individually and as a whole, apart from the legal audit and in relation to the regime of independence or the audit regulations.

  9. Report in advance to the Board of Directors about all issues set out in the law, the Company Articles of Association and the Board of Directors Regulations and, in particular, about:

  10. the financial information which the Company has to periodically publish;
  11. the creation or acquisition of holdings in special purpose entities or those domiciled in countries or territories considered tax havens;
  12. the operations with related parties and
  13. about the economic conditions and the accounting impact of the structural and corporate modification operations planned by the Company and, in particular, for the proposed exchange ratio.

Control and Audit Committee Regulations

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Composition

The Appointments Committee shall be made up of a minimum of three and a maximum of seven external (i.e. proprietary and independent) directors. A majority of the members of the Committee shall be independent directors

The members of the Committee shall be appointed by the Board of Directors, upon a proposal of its Chair, from among the external directors.

It is currently made up of the following persons:

MEMBERS OFFICE CATEGORY
Mr. Iñaki Alzaga Chairman Independent
Ms. Belén Amatriaín Corbi Vocal Independent
Mr. Eamonn O'Hare Vocal Proprietary

Functions

The Appointments Committee shall have the following basic duties:

  1. Evaluate the skills, knowledge and experience needed on the Board of Directors. For these purposes, it shall define the functions and skills necessary in the candidates to fill each vacancy and shall evaluate the time and dedication required for them to effectively perform their duties.
  2. Establish a goal for representation of the less represented gender on the Board of Directors and prepare guidelines on how to achieve this goal.
  3. Submit to the Board of Directors proposals for the appointment of independent directors on an interim basis (co-option) or for submission to a decision of the shareholders at a General Meeting of Shareholders, as well as proposals for the re-election or removal of said directors by the shareholders.
  4. Report on proposals for the appointment of the other directors on an interim basis (co-option) or for submission to a decision of the shareholders at a General Meeting of Shareholders, as well as proposals for the re-election or removal thereof by the shareholders.
  5. Report on proposals for the appointment and removal of senior officers and the basic terms of their contracts.
  6. Examine and organise the succession of the chair of the Board of Directors and the chief executive of the Company and, if applicable, make proposals to the Board of Directors so that said succession occurs in an orderly and planned manner.

Appointments and Remunerations Committee Regulations

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Composition

The Remuneration Committee shall be made up of a minimum of three and a maximum of seven external (i.e. proprietary and independent) directors. A majority of the members of the Committee shall be independent directors.

The members of the Committee shall be appointed by the Board of Directors, upon a proposal of its Chair, from among the external directors.

It is currently made up of the following persons:

MEMBERS OFFICE CATEGORY
Ms. Belén Amatriain Corbi Chairman Independent
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso Member Proprietary
Ms. Beatriz Mato Otero Member Independent

Functions

The Remuneration Committee shall have the following basic duties:

  1. Propose to the Board of Directors the remuneration policy for directors and general managers or whomsoever performs the duties of senior management reporting directly to the Board, to executive committees or to chief executive officers, as well as the individual remuneration and other contractual conditions for the executive directors, ensuring compliance therewith.
  2. Endeavour to ensure the transparency of remuneration and the inclusion in the Annual Report, in the Annual Corporate Governance Report and in the Annual Report on the Remuneration of Directors of information regarding the remuneration of the Directors, and for said purpose submit to the Board any appropriate information.

Remuneration Committee Regulations

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Internal Code of Conduct

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Annual Corporate Governance Report

2020 Annual Corporate Governance Report

Elements of Remuneration Policy

Elements of Remuneration Policy

2020 Annual Report on the Remuneration of Directors

Adaptation to Recommendation 62 of the Code of Good Governance of the CNMV

Corporate Policies

Board Member Selection Policy

Communication and Contact with Shareholders, Institutional Investors and Voting Advisors Policy

Director Remuneration Policy

Corporate Tax Policy

Euskaltel Group anti-corruption Policy

Euskaltel Group equal opprtunities policy

Euskaltel Group policy on engagement of and relations with the auditor

Corporate policy on conflicts of interest

Corporate Criminal Risk Prevention Policy

Corporate Sustainability Policy

Corporate Risk Management and Control Policy