Annual / Quarterly Financial Statement • Mar 8, 2024
Annual / Quarterly Financial Statement
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This document is a translation into English of an original document drafted in Spanish. This document contains:
This translation is for information purposes only, therefore, in case of discrepancy, the Spanish version shall prevail. The Spanish version of this document is available on the official website of the Company (www.gestamp.com).



| onse | Among others, our audit procedures included the following |
|---|---|
| > Understanding the processes established by Group m recoverability of deferred tax assets. |
|
| > Assessing the assumptions and estimates used by Gro determine the probability that the Group will obtain s profit for a sample of the Group's significant compone entailed reviewing management's use of future budge |




Consolidated Financial Statements and Consolidated Directors' Report for the year ended 31 December 2023

| NOTE | CONTENTS |
|---|---|
| Consolidated Statement of financial position | |
| Consolidated Statement of profit or loss | |
| Consolidated Statement of comprehensive income | |
| Consolidated Statement of changes in equity | |
| Consolidated Statement of cash flow | |
| Notes to the Consolidated Financial Statements Activity of Gestamp Automoción, S.A. and Subsidiaries |
|
| 1 2 |
Scope of consolidation |
| 2. a Breakdown of scope of consolidation |
|
| 2. b Changes in the scope of consolidation |
|
| 3 | Business combinations |
| 4 | Basis of presentation 4. 1 True and fair view |
| 4. 2 Comparison of information |
|
| 4. 3 Basis of consolidation |
|
| 4. 4 Going concern |
|
| 4. 5 Argentina and Turkey hyperinflation adjustment |
|
| 4. 6 Alternative management indicators |
|
| 5 | Changes in accounting policies Summary of significant accounting policies |
| 6 | 6. 1 Foreign currency transactions |
| 6. 2 Property, plant and equipment |
|
| 6. 3 Business combinations and consolidation goodwill |
|
| 6. 4 Investment in associates |
|
| 6. 5 Other intangible assets |
|
| 6. 6 Financial assets 6. 7 Impairment losses on assets |
|
| 6. 8 Assets and liabilities held for sale and discontinued operations |
|
| 6. 9 Trade and other receivables |
|
| 6. 10 Inventories |
|
| 6. 11 Revenue recognition and assets from contracts with customers |
|
| 6. 12 Government grants 6. 13 Financial liabilities (suppliers, borrowings and others) |
|
| 6. 14 Provisions and contingent liabilities |
|
| 6. 15 Employee benefits |
|
| 6. 16 Leases |
|
| 6. 17 Derivative financial instruments |
|
| 7 | Significant accounting estimates and criteria 7. 1 Significant estimates |
| 7. 2 Main accounting judgements |
|
| 8 | Changes in significant accounting policies and estimates and restatement of errors |
| 9 | Segment reporting |
| 10 | Intangible assets |
| 11 | Property, plant and equipment |
| 12 | Financial assets Inventories |
| 13 14 |
Assets from contracts with customers |
| 15 | Trade and other receivables / Other current assets and liabilities / Cash and cash equivalents |
| 16 | Capital, own shares and share premium |
| 17 | Retained earnings |
| 17. 1 Legal reserve of the Parent Company |
|
| 17. 2 Unrestricted reserves of the Parent Company 17. 3 Availability of reserves at fully consolidated companies |
|
| 17. 4 Approval of the Financial Statements and proposed distribution of profit |
|
| 18 | Translation differences |
| 19 | Non-controlling interests |
| 20 | Deferred income |
| 21 | Provisions and contingent liabilities |
| 22 | Provision for employee compensations |
| 23 | Borrowed funds Deferred tax |
| 24 25 |
Trade and other payables |
| 26 | Operating income |
1
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2023 AND DECEMBER 31, 2022 (In thousands of euros)
| Note | December 31, 2023 | December 31, 2022 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 10 | 570,002 | 528,904 |
| Goodwill | 145,178 | 127,467 | |
| Other intangible assets | 424,824 | 401,437 | |
| Property, plant and equipment | 11 | 4,875,438 | 4,645,651 |
| Land and buildings | 1,515,012 | 1,527,799 | |
| Plant and other PP&E | 2,653,887 | 2,628,871 | |
| PP&E under construction and prepayments | 706,539 | 488,981 | |
| Financial assets | 12 | 135,465 | 183,788 |
| Investments in associates accounted for using the equity method | 13,492 | 16,852 | |
| Loans and receivables | 3,144 | 24,379 | |
| Derivatives in effective hedges | 103,572 | 130,849 | |
| Other non-current financial assets | 15,257 | 11,708 | |
| Deferred tax assets | 24 | 572,146 | 447,579 |
| Total non-current assets | 6,153,051 | 5,805,922 | |
| Current assets | |||
| Inventories | 13 | 547,048 | 541,164 |
| Commodities and other consumables | 499,705 | 495,073 | |
| By-products and scrap | 537 | 331 |
| Total assets | 9,928,534 | 10,041,309 | |
|---|---|---|---|
| Total current assets | 3,775,483 | 4,235,387 | |
| Cash and cash equivalents | 15 | 1,176,833 | 1,695,101 |
| Other current financial assets | 54,875 | 73,610 | |
| Securities portfolio | 88,018 | 23,574 | |
| Loans and receivables | 6,765 | 7,437 | |
| Financial assets | 12 | 149,658 | 104,621 |
| Other current assets | 15 | 130,556 | 114,747 |
| Receivables from public authorities | 243,572 | 185,332 | |
| Current income tax assets | 39,316 | 19,829 | |
| Other receivables | 19,993 | 49,291 | |
| Trade receivables | 892,279 | 1,005,678 | |
| Trade and other receivables | 15 | 1,195,160 | 1,260,130 |
| Trade receivables, tooling | 132,432 | 55,372 | |
| Finished products and by-products | 179,127 | 179,842 | |
| Work in progress | 264,669 | 284,410 | |
| Assets from contracts with customers | 14 | 576,228 | 519,624 |
| Prepayments to suppliers | 46,806 | 45,760 | |
| By-products and scrap | 537 | 331 | |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2023 AND DECEMBER 31, 2022 (In thousands of euros)
| Note | December 31, 2023 | December 31, 2022 | |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Capital and reserves attributable to equity holders of the Parent Company | |||
| Issued capital | 16 | 287,757 | 287,757 |
| Treasury shares | 16 | (11,934) | (1,603) |
| Share premium | 16 | 61,591 | 61,591 |
| Retained earnings | 17 | 2,442,021 | 2,279,910 |
| Translation differences | 18 | (538,276) | (467,459) |
| Interim dividend | 17 | (40,051) | (35,086) |
| Equity attributable to equity holders of the Parent Company | 2,201,108 | 2,125,110 | |
| Equity attributable to non-controlling interest | 19 | 660,260 | 632,797 |
| Total equity | 2,861,368 | 2,757,907 | |
| Liabilities | |||
| Non-current liabilities | |||
| Deferred income | 20 | 94,936 | 35,660 |
| Non-current provisions | 21 | 181,224 | 171,325 |
| Non trade liabilities | 23 | 2,759,996 | 2,706,297 |
| Interest-bearing loans and borrowings and debt issues | 2,257,933 | 2,252,035 | |
| Derivative financial instruments | 60,576 | 11,447 | |
| Other non-current financial liabilities | 436,713 | 429,067 | |
| Other non-current liabilities | 4,774 | 13,748 | |
| Deferred tax liabilities | 24 | 387,583 | 319,861 |
| Other non-current liabilities | 14,286 | 17,424 | |
| Total non-current liabilities | 3,438,025 | 3,250,567 | |
| Current liabilities | |||
| Non trade liabilities | 23 | 895,186 | 1,461,481 |
| Interest-bearing loans and borrowings and debt issues | 311,900 | 576,918 | |
| Derivative financial instruments | 2,754 | - | |
| Other current financial liabilities | 377,904 | 686,936 | |
| Other current liabilities | 202,628 | 197,627 | |
| Trade and other payables | 25 | 2,710,290 | 2,501,112 |
| Trade accounts payable | 2,364,587 | 2,174,721 | |
| Current tax liabilities | 41,919 | 35,803 | |
| Other accounts payable | 303,784 | 290,588 | |
| Current provisions | 21 | 19,147 | 62,352 |
| Other current liabilities | 15 | 4,518 | 7,890 |
| Total current liabilities | 3,629,141 | 4,032,835 | |
| Total liabilities | 7,067,166 | 7,283,402 | |
| Total equity and liabilities | 9,928,534 | 10,041,309 |
| GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES | |||
|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT | |||
| FOR THE PERIOD ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022 (In thousands of euros) |
|||
| CONTINUING OPERATIONS | Note | December 31, 2023 | December 31, 2022 |
| OPERATING INCOME | 26 | 12,450,040 | 11,043,098 |
| Revenue | 12,273,716 | 10,726,444 | |
| Other operating income | 197,094 | 189,190 | |
| Changes in inventories | (20,770) | 127,464 | |
| OPERATING EXPENSE | 27 | (11,769,667) | (10,503,412) |
| Raw materials and other consumables | (7,837,655) | (6,974,801) | |
| Personnel expenses | (1,810,705) | (1,625,824) | |
| Depreciation, amortisation, and impairment losses | (690,822) | (669,846) | |
| Other operating expenses | (1,430,485) | (1,232,941) | |
| OPERATING PROFIT/ (LOSS) | 680,373 | 539,686 | |
| Financial income | 28 | 35,247 | 16,064 |
| Financial expenses | 28 | (232,634) | (162,763) |
| Exchange gains (losses) | 28 | (86,447) | (5,042) |
| Share of profit/(loss) from associates - equity method | 12 | 1,229 | 2,951 |
| Change in fair value of financial instruments | 28 | 5,384 | - |
| Impairment and gain (loss) from disposal of financial instruments | 28 | 6,529 | - |
| Result of exposure to inflation | 4.5 | 4,503 | 559 |
| PROFIT/ (LOSS) BEFORE TAXES FROM CONTINUING OPERATIONS | 414,184 | 391,455 | |
| Income tax expense | 29 | (94,147) | (89,713) |
| PROFIT/ (LOSS) FOR THE YEAR | 320,037 | 301,742 | |
| Profit (loss) attributable to non-controlling interest | 19 | (39,369) | (41,776) |
| PROFIT/ (LOSS) ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY | 280,668 | 259,966 | |
| Earnings per share (euros) | 30 | 0.49 | 0.45 |
| -Basic | 0.49 - |
0.45 - |
|
| From continuing operations From discontinued operations |
|||
| -Diluted From continuing operations |
30 | 0.49 0.49 |
0.45 0.45 |
| From discontinued operations | - | - | |
| Earnings per share (euros) | ||
|---|---|---|
| GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES | |||
|---|---|---|---|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | |||
| FOR THE PERIOD ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022 (In thousands of euros) |
|||
| December 31, 2023 | December 31, 2022 | ||
| PROFIT/ (LOSS) FOR THE YEAR | 320,037 | 301,742 | |
| OTHER COMPREHENSIVE INCOME | |||
| Other comprehensive income not to be reclassified to income in next years: | |||
| Actuarial gains and losses | 17 | (3,240) | 23,041 |
| Other comprehensive income to be reclassified to income in next years: | |||
| From cash flow hedges | 23.b.1) | (67,622) | 91,322 |
| Translation differences | (55,131) | 86,327 | |
| Attributable to Parent Company | 18 | (70,817) | 50,740 |
| Attributable to non-controlling interest | 19 | 15,686 | 35,587 |
| TOTAL COMPREHENSIVE INCOME NET OF TAXES | 194,044 | 502,432 | |
| Attributable to: - Parent Company |
139,290 | 425,022 | |
| - Non-controlling interest | 54,754 | 77,410 | |
| 194,044 | 502,432 | ||
| GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2023 (In thousands of euros) |
|||||||||
| Issued capital (Note 16) |
Treasury Shares (Note 16) |
Share premium (Note 16) |
Retained earnings (Note 17) |
Translation differences (Note 18) |
Interim Dividend (Note 17) |
Total capital and reserves |
Non-controlling interest (Note 19) |
Total Equity | |
| AT JANUARY 1, 2023 | 287,757 | (1,603) | 61,591 | 2,279,910 | (467,459) | (35,086) | 2,125,110 | 632,797 | 2,757,907 |
| Profit/ (Loss) for the period | 280,668 | 280,668 | 39,369 | 320,037 | |||||
| Fair value adjustments (Hedge) (Note 23.b.1)) | (67,622) | (67,622) | (67,622) | ||||||
| Variation in translation differences (Note 18) | (70,817) | (70,817) | 15,686 | (55,131) | |||||
| Actuarial gains and losses (Note 22.b)) | (2,939) | (2,939) | (301) | (3,240) | |||||
| Total comprehensive income | 210,107 | (70,817) | 139,290 | 54,754 | 194,044 | ||||
| Dividends distributed by the Parent Company (Note 17.2) | (77,985) | (4,965) | (82,950) | (82,950) | |||||
| Dividends distributed by subsidiaries (Note 19) | (19,171) | (19,171) | |||||||
| Dividends distributed by associates (Note 12) | |||||||||
| Treasury shares acquisitions (Note 16.b)) (Note 17.2) | (10,331) | 495 | (9,836) | (9,836) | |||||
| Business combination (Edscha Aditya Automotive Systems Pvt Ltd) (Note 3) | 1,769 | 1,769 | |||||||
| Business combination (Gestión Global de Matricería and Global Laser Araba, S.L.) (Note 2.b) | |||||||||
| Increased ownership interest in companies with previous control (Note 2.b) | 21,848 | 21,848 | (62,493) | (40,645) | |||||
| Compensation based on shares (Long-term incentive plan) (Note 27.b)) | 2,480 | 2,480 | 2,480 | ||||||
| 52,181 | 52,181 | ||||||||
| Increase share capital of subsidiaries (Note 19) | |||||||||
| Other movements | 5,166 | 5,166 | 423 | 5,589 |
| GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands of euros) | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2022 | ||||||||
| Issued capital (Note 16) |
Treasury Shares (Note 16) |
Share premium (Note 16) |
Retained earnings (Note 17) |
Translation differences (Note 18) |
Interim Dividend (Note 17) |
Total capital and reserves |
Non-controlling interest (Note 19) |
Total Equity | |
| AT JANUARY 1, 2022 | 287,757 | (2,716) | 61,591 | 1,947,115 | (518,199) | (21,849) | 1,753,699 | 467,676 | 2,221,375 |
| Profit/ (Loss) for the period | 259,966 | 259,966 | 41,776 | 301,742 | |||||
| Fair value adjustments (Hedge) (Note 23.b.1)) | 91,322 | 91,322 | 91,322 | ||||||
| Variation in translation differences (Note 18) | 50,740 | 50,740 | 35,587 | 86,327 | |||||
| Actuarial gains and losses (Note 22.b)) | 22,994 | 22,994 | 47 | 23,041 | |||||
| Total comprehensive income | 374,282 | 50,740 | 425,022 | 77,410 | 502,432 | ||||
| Dividends distributed by the Parent Company (Note 17.2) | (46,562) | (13,237) | (59,799) | (59,799) | |||||
| Dividends distributed by subsidiaries (Note 17.2) | (5,074) | (5,074) | |||||||
| Treasury shares acquisitions (Note 16.b)) (Note 17.2) | 1,113 | (83) | 1,030 | 1,030 | |||||
| 129,300 | 129,300 | ||||||||
| Business combination (Sideacero Subgroup) | 5,539 | 5,539 | (38,588) | (33,049) | |||||
| Increased ownership interest in companies with previous control (Note 2.b) | |||||||||
| Other movements AT DECEMBER 31, 2022 |
287,757 | (1,603) | 61,591 | (381) 2,279,910 |
(467,459) | (35,086) | (381) 2,125,110 |
2,073 632,797 |
1,692 2,757,907 |
| GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES | |||
|---|---|---|---|
| INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIOD ENDED DECEMBER, 31 2023 AND DECEMBER, 31 2022 |
|||
| (In thousands of euros) | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | Note | December 31, 2023 | December 31, 2022 |
| Profit/ (Loss) for the year before taxes | 414,184 | 391,455 | |
| Adjustments to profit Depreciation, amortisation and impairment of intangible assets and PP&E |
10-11 | 957,011 690,822 |
818,077 669,846 |
| Financial income | 28 | (35,247) | (16,064) |
| Financial expenses Exchange rate differences |
28 | 232,634 86,448 |
162,763 5,042 |
| Share of profit/(loss) from associates - equity method | 12 | (1,229) | (2,951) |
| Change in fair value of financial instruments Impairment and gain (loss) from disposal of financial instruments |
(5,384) (6,529) |
- - |
|
| Result of exposure to inflation | (4,504) | (559) | |
| TOTAL EBITDA Other adjustments to profit |
1,371,195 (88,746) |
1,209,532 (15,492) |
|
| Change in provisions | 21 | (29,452) | 14,705 |
| Grants released to income Gain (loss) from disposal of intangible assets and PP&E |
20 | (7,673) (6,747) |
(5,538) (4,443) |
| Unrealized exchange rate differences | (56,203) | (20,775) | |
| Other incomes and expenses Changes in working capital |
11,329 164,522 |
559 71,102 |
|
| (Increase)/Decrease in Inventories | 13-14 | 22,409 | (166,240) |
| (Increase)/Decrease in Trade and other receivables (Increase)/Decrease in Other current assets |
14-15 15 |
(34,413) (12,641) |
(328,032) (11,352) |
| Increase/(Decrease) in Trade and other payables | 25 | 192,957 | 574,417 |
| Increase/(Decrease) in Other current liabilities Other cash flows from operating activities |
(3,790) (283,873) |
2,309 (220,242) |
|
| Interest paid Interest received |
(231,461) 35,247 |
(162,012) 16,064 |
|
| Income tax received/(paid) | (87,659) | (74,294) | |
| Cash flows from operating activities | 1,163,098 | 1,044,900 | |
| CASH FLOWS FROM INVESTING ACTIVITIES Payments on investments |
(1,011,195) | (847,687) | |
| Group companies and associates | (21,044) | (100,000) | |
| Addition to consolidation scope Other intangible assets |
10-23 | 12,419 (130,035) |
62,862 (105,362) |
| Property, plant and equipment | 11-23 | (821,760) | (677,839) |
| Net change in financial assets Proceeds from divestments |
(50,775) 19,973 |
(27,348) 34,586 |
|
| Other intangible assets | 10 | - | 3,600 |
| Property, plant and equipment Net change of financial assets |
11 | 19,323 650 |
26,515 4,471 |
| Grants, donations and legacies received | 20 67,036 |
6,488 | |
| Cash flows from investing activities | (924,186) | (806,613) | |
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds and payments on equity instruments |
(27,462) | (90,448) | |
| Payment to non-controlling interests from shareholding acquisition | 2.b) - 19 | (40,645) | (33,049) |
| Contribution of funds from non-controlling interests Net change in non-controlling interests |
19 19 |
53,950 (9,697) |
- (10,127) |
| Own shares | 16 | (10,331) | 1,113 |
| Other movements in equity Proceeds and payments on financial liabilities |
23 | (20,739) (601,794) |
(48,385) 104,626 |
| Issue | 1,574,827 | 563,828 | |
| Interest-bearing loans and borrowings Credit facilities, discounted bills, factoring and leasing |
1,217,969 356,858 |
368,837 191,446 |
|
| Borrowings from related parties | - | 1,247 | |
| Other borrowings Repayment of |
- (2,176,621) |
2,298 (459,202) |
|
| Interest-bearing loans and borrowings | (1,930,115) | (341,526) | |
| Credit facilities, discounted bills, factoring and leasing Borrowings from related parties |
(122,654) (110,006) |
(115,337) - |
|
| Other borrowings | (13,846) | (2,339) | |
| Payments on dividends and other equity instruments Dividends |
17-19-23 | (97,679) (97,679) |
(53,334) (53,334) |
| Cash flows from financing activities | (726,935) | (39,156) | |
| Effect of changes in exchange rates | (30,245) | 15,732 | |
The company GESTAMP AUTOMOCIÓN, S.A. (limited company), hereinafter the Parent, was incorporated on December 22, 1997. Its registered office is in Abadiano (Vizcaya, Spain), at the Lebario Industrial Estate.
Its corporate purpose is to provide advisory and financing services and a link with the automobile industry for all its subsidiaries.
Since April 7, 2017, the shares of the Parent Company have been listed in the four Spanish Stock Exchanges (Madrid, Barcelona, Valencia and Bilbao).
The Parent, in turn, forms part of a group headed by its majority shareholder, Acek Desarrollo y Gestión Industrial, S.L., and the companies forming such group perform significant commercial and financial transactions under the terms and conditions established among the parties on an arm's length basis. Intra-Group and related parties transfer prices are duly documented in a transfer price dossier as stipulated by the prevailing legislation.
The Group's subsidiaries centre their activities around the development and manufacture of metal components for the automotive Industry via stamping, assembly, welding, tailor welded blanks, the construction of tools (moulds for the manufacture of parts) and machinery and the Group also has services companies and companies engaging in the research and development of new technologies. In addition, the companies incorporated in 2022 by the Sideacero Subgroup (Note 3) centre their activity on the management of metal waste (iron and non-iron).
Most of the Group's activities are located in the Western Europe segment; the North America segment constitutes the second most significant geographic market and the Asia segment the third one (Note 9).
Group sales are concentrated across a limited number of customers due to the nature of the automotive Industry. However, the Group supplies products globally to the top vehicle manufacturers by volume worldwide, and new customers are being added, in line with the Group's growth and diversification strategy.
Appendix I lists the companies forming the scope of consolidation, together with the consolidation method used, registered office, line of business, ownership interest (direct and indirect) and the auditors of such companies.
Appendix II lists the companies that hold the indirect investments, corresponding to December 31, 2023, and December 31, 2022.
No significant subsidiaries have been excluded from the scope of consolidation.

The closing of the financial year for the companies included in the scope of consolidation is December 31, with the exception of the following subsidiaries, whose financial years close on March 31. However, an accounting close at December 31, was performed to include the financial statements of these companies in the Consolidated Financial Statements at December 31, 2023, and December 31, 2022:
The following German subsidiaries are included in these consolidated financial statements using the full consolidation method and are exempt from the responsibility of auditing their financial statements and publishing their own consolidated accounts for 2023 in Germany, using the additional regulation of §264 (3) German Commercial Code:
There are no significant restrictions on the capability of accessing to or using the assets or settle the liabilities of the subsidiaries included in the consolidation scope.
On February 28, 2023, the Parent acquired 70% of the shares of Gestión Global de Matricería, S.L., for the amount of 15,579 thousand euros. Gestión Global de Matricería, S.L. is in turn the parent company, with 100% of the capital, of GGM Puebla, S.A. de C.V.; Kunshan Gestool Tooling Manufacturing Co, Ltd.; IxCxT, S.A.; Ingenería y Construcción Matrices, S.A.; and GGM Puebla de Servicios Laborales, S.A. de C.V.
Previously, the Parent Company already owned 30% of the share capital of Gestión Global de Matricería, S.L., which was consolidated using the equity method.
Since control was gained with the acquisition in 2023, the method of consolidation of all the companies described in the previous paragraph has been changed to the full consolidation method (Note 3 and 7.2). This change entails a transfer from equity method reserves to fully consolidated reserves amounting to -4,080 thousand euros (Note 17).

Previously, the Parent Company already owned 30% of the share capital of Global Laser Araba, S.L., which was consolidated using the equity method.
Since control was gained with the acquisition in 2023, the method of consolidation of the company paragraph has been changed to the full consolidation method (Note 3 and 7.2). This change entails a transfer from equity method reserves to fully consolidated reserves amounting to 425 thousand euros (Note 17).
On January 31, 2023, Gestamp Navarra, S.A. formalised the sale and purchase agreement whereby it acquired 17.50% of the share capital of Mursolar 21, S.L., which in turn holds a 100% stake in Gestamp Auto Components (Shenyang) Co. Ltd. and Gestamp Auto Components (Dongguan) Co. Ltd.
The purchase price of the ownership interest amounted to 27,025 thousand euros, which was paid in the same procedure by bank transfer.
Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (40,980 thousand euros) (Note 19) and the fair value of the consideration paid (27,025 thousand euros) was recognised directly in equity (13,955 thousand euros) (Note 17).
The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation (which was recognised in reserves at fully consolidated companies) and decreasing the non-controlling

interest by an additional 1,237 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity.
On March 30, 2023, a purchase agreement was entered into whereby the Parent acquired 30% of the share capital of Gestamp Holding Argentina, S.L., thereby bringing the Group's shareholding in the latter to 100%.
The purchase price of the share was 1 euro.
Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (18,274 thousand euros) (Note 19) and the fair value of the consideration paid (1 euro) was recognised directly in equity (18,274 thousand euros) (Note 17). Furthermore, the translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation (which was recognised in reserves at fully consolidated companies) and decreasing the non-controlling interest by an additional 14,929 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity. Therefore, the total result of the transaction recorded in equity was 3,345 thousand euros.
On July 26, 2023, a purchase and sale agreement was entered into whereby the Parent Company sells 9% of the share capital of Smart Industries Consulting and Technologies, S.L.
The purchase price of the ownership interest amounted to 9 thousand euros, which was paid in the same procedure by bank transfer.
Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (5 thousand euros) (Note 19) and the fair value of the consideration paid (9 thousand euros) was recognised directly in equity (-4 thousand euros) (Note 17).
On July 7, 2023, a purchase and sale agreement was signed whereby the subsidiary Anhui Edscha Automotive Parts Co Ltd. acquires 45% of the share capital of Shanghai Edscha Machinery Co. Ltd. thus bringing the Group's shareholding in the latter to 100%.
The purchase price of the shareholding amounted to 10,234 thousand euros (81,000 thousand renmimbis).
Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (3,689 thousand euros) (Note 19) and the fair value of the consideration paid (10,234 thousand euros) was recognised directly in equity (-6,545 thousand euros) (Note 17).
The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation (which was recognised in reserves at fully consolidated companies) and decreasing the non-controlling interest by an additional 1,516 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity.
On July 26, 2023, a purchase agreement was signed whereby the subsidiary Gestamp Palencia, S.A. acquired 50% of the share capital of Tuyauto Gestamp Morocco, S.A., thus reaching 100% of the Group's shareholding in the latter.
The purchase price of the share was 3,386 thousand euros.
Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (-450 thousand euros) (Note 19) and the fair value of the consideration paid (3,386 thousand euros) was recognised directly in equity (-3,836 thousand euros) (Note 17).
The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation (which was recognised in reserves at fully consolidated companies) and decreasing the non-controlling interest by an additional 15 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity.
On December 1, 2022, the Parent acquired 33.34% of the shares of Sideacero, S.L., for 100,000 thousand euros. Sideacero, S.L. is in turn the parent company of the Gescrap and Reimasa subgroups (list of companies included in Appendix I). This subgroup was included in the scope of consolidation using the full consolidation method (Notes 3 and 7.2).

On January 31, 2022, the partial divestment by COFIDES, S.A. was carried out. S.M.E. in Gestamp Holding China, AB (sale to Gestamp Automoción, S.A. of 23.30% of the share capital of Gestamp Holding China, AB.) which, in turn, wholly owns Gestamp Auto Components (Kunshan) Co. Ltd.
The purchase price of the ownership interest amounted to 13,317 thousand euros, which was paid in the same procedure by bank transfer.
Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (30,139 thousand euros) (Note 19) and the fair value of the consideration paid (13,317 thousand euros) was recognised directly in equity (16,822 thousand euros) (Note 17).
The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation (which was recognised in reserves at fully consolidated companies) and decreasing the non-controlling interest by an additional 4,669 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity.
On January 31, 2022, the partial divestment by COFIDES, S.A. was carried out. S.M.E. in Gestamp Holding Rusia, S.L. (sale to Gestamp Automoción, S.A. of 11.24% of the share capital of Gestamp Holding Rusia, S.L.), which in turn holds 74.98% of Todlem, S.L., and the latter wholly owns Gestamp Severstal Vsevolozhsk, LLC and Gestamp Severstal Kaluga, LLC in both cases.
The purchase price of the ownership interest amounted to 19,732 thousand euros, which was paid in the same procedure by bank transfer.

Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (8,449 thousand euros) (Note 19) and the fair value of the consideration paid (19,732 thousand euros) was recognised directly in equity (-11,283 thousand euros) (Note 17).
The translation differences previously attributed to minority interests were allocated to the Group for the percentage acquired, reducing the result of the transaction (which has been recorded under the heading of Reserves for full consolidation) and increasing the noncontrolling interest by an additional -5,774 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity.
On February 28, 2023, the Parent signed a purchase agreement for Gestión Global de Matricería, S.L. whereby it acquired 70% of the capital stock of that company for 15,579 thousand euros, which was paid in full at the time of acquisition. Gestión Global de Matricería, S.L. is in turn the parent company, with 100% of the capital, of GGM Puebla, S.A. de C.V.; Kunshan Gestool Tooling Manufacturing Co, Ltd.; IxCxT, S.A.; Ingeniería y Construcción Matrices, S.A.; and GGM Puebla de Servicios Laborales, S.A. de C.V., which are in the business of die cutting production.
Prior to this acquisition, the Parent Company already owned 30% of the share capital of Gestión Global de Matricería, S.L., with significant influence, and was therefore consolidated by the equity method and valued at zero thousand euros. With the acquisition of 70% of the capital of this company mentioned in the previous paragraph, control is acquired, giving rise to a business combination carried out in stages.
In this business combination carried out in stages, the shareholdings in Gestión Global de Matricería, S.L. that were previously held at fair value on the acquisition date were revalued, giving rise to a gain of 6,677 thousand euros, which was recognised under "Impairment and gain (loss) from disposal of financial instruments" in the Consolidated Income Statement (Note 28.e)).
The purchase contract has no contingent consideration.
The fair value of the assets and liabilities of Gestión Global de Matricería, S.L. and subsidiaries, obtained from the balance sheet upon consolidation was as follows:
| Intangible assets (Note 10.b)) Property, plant and equipment (Note 11) Non-current financial assets (Note 12.a)) Deferred tax assets (Note 24) Inventories Commodities and other consumables (Note 13) Prepayments to suppliers (Note 13) Assets from contracts with customers Trade receivables Other current assets Financial assets (Note 12.b)) Cash and cash equivalents |
|---|
| Thousands of euros 989 51,949 179 7,482 28 104 56,858 21,483 703 32 11,433 |
| 151,240 |
| Translation differences (399) |
| Other non-current liabilities 15,369 |
| Deferred tax liabilities 4,116 |
| Other current liabilities 35,498 |
| Trade accounts payable 91,603 |
| Provisions and others 789 |
| 146,976 |
| Net assets 4,264 |
| 100% Percentage of direct shareholding acquired |
| Attributable net assets 4,264 |
| Total consideration 22,256 |
| 6,677 Prior valoration 30% |
| Adquired remaining valoration 70% 15,579 |
| Net effect of the business combination (Goodwill) (Note 10.a)) 17,992 |
Intangible and tangible assets: assessed on the basis of a report by an independent third party. The criteria for determining fair value were based on market value.
Inventories: valued on the basis of the sales value in accordance with the criteria established by IFRS 15.
Trade receivables: the valuation was made on the basis of their nominal value.
Current and non-current borrowings: the valuation was made on the basis of their nominal value.
Trade payables: the valuation was made on the basis of their nominal value.
There were no significant costs associated with this transaction.
The revenue and EBITDA attributable to the combination from the acquisition date until December 31, 2023, amounted to 38,403 thousand euros and 2,209 thousand euros, respectively. If the business combination had taken place at the beginning of the financial year 2023, Gestión Global de Matricería, S.L and subsidiaries would have contributed approximately 40,239 million euros in revenue and 2,439 million euros in EBITDA.
The headcount of Gestión Global de Matricería, S.L. and subsidiaries incorporated into the Group comprised 245 people.
On March 31, 2023, Edscha Holding GmbH subscribed a capital increase with share premium of the Indian company Edscha Aditya Automotive Systems Pvt Ltd. whereby 50% of the share capital of this company was acquired for 2,952 thousand euros, which were fully paid out upon acquisition.
With this acquisition, control of the company is acquired, giving rise to a business combination.
The company's activity is the stamping and manufacture of parts.
The fair value of the assets and liabilities of Edscha Aditya Automotive Systems Pvt Ltd. at March 31, 2023, was as follows:
| The company's activity is the stamping and manufacture of parts. | |
|---|---|
| The fair value of the assets and liabilities of Edscha Aditya Automotive Systems Pvt Ltd. at March 31, | |
| Thousands of euros | |
| Intangible assets (Note 10.b)) | 24 |
| Property, plant and equipment (Note 11) Inventories |
1,818 |
| Commodities and other consumables (Note 13) | 367 |
| Prepayments to suppliers (Note 13) | 379 |
| Assets from contracts with customers | 480 |
| Trade receivables | 1,120 |
| Other current assets | 2,456 |
| Cash and cash equivalents | 980 |
| 7,624 | |
| Translation differences | (10) |
| Other non-current liabilities | 1,663 |
| Other current liabilities | 18 |
| Trade accounts payable | 2,259 |
| Provisions and others | 156 |
| 4,086 | |
| Net assets | 3,538 |
| Percentage of direct shareholding acquired | 50.00% |
| Attributable net assets | 1,769 |
| Total consideration | 2,952 |
| Net effect of the business combination (Goodwill) (Note 10.a)) | 1,183 |
| Non-controlling interests (Note 19) | 1,769 |
The main measurement criteria used to calculate the fair value of the different headings were as follows:
Intangible and tangible assets: the valuation was made on the basis of the carrying amount at the time of acquisition. Given the type and age of the assets, it was considered that there were no significant capital gains.
Inventories: valued on the basis of the sales value in accordance with the criteria established by IFRS 15.
Trade receivables: the valuation was made on the basis of their nominal value.
Current and non-current borrowings: the valuation was made on the basis of their nominal value.
Trade payables: the valuation was made on the basis of their nominal value.
There were no significant costs associated with this transaction.
The revenue and EBITDA attributable to the combination from the acquisition date until December 31, 2023, amounted to 2,476 thousand euros and -188 thousand euros, respectively. If the business combination had taken place at the beginning of the financial year 2023, Edscha Aditya Automotive Systems Pvt Ltd. would have contributed approximately 3,091 thousand euros in revenue and - 130 thousand euros in EBITDA.
On May 8, 2023, the Parent signed two purchase agreements for Global Laser Araba, S.L. whereby it acquired 70% of the capital of that company for 2,513 thousand euros, which was paid in full at the time of acquisition. The company is in the business of the stamping and manufacturing of parts.
Prior to this acquisition, the Parent Company already owned 30% of the share capital of Global Laser Araba, S.L., with significant influence, and was therefore consolidated by the equity method and valued at 1,156 thousand euros. With the acquisition of 70% of the capital of this company mentioned in the previous paragraph, control is acquired, giving rise to a business combination carried out in stages.
In this business combination carried out in stages, the shareholdings in Global Laser Araba, S.L. that were previously held at fair value on the acquisition date were revalued, giving rise to a loss of 79 thousand euros, which was recognised under "Impairment and gain (loss) from disposal of financial instruments" of the Consolidated Income Statement (Note 28.e)).
The purchase contract has no contingent consideration.
The fair value of the assets and liabilities of Global Laser Araba, S.L. and subsidiaries, obtained from the balance sheet upon consolidation was as follows:
| at 1,156 thousand euros. With the acquisition of 70% of the capital of this company mentioned in the previous paragraph, control is acquired, giving rise to a business combination carried out in stages. |
||
|---|---|---|
| In this business combination carried out in stages, the shareholdings in Global Laser Araba, S.L. that were previously held at fair value on the acquisition date were revalued, giving rise to a loss of 79 thousand euros, which was recognised under "Impairment and gain (loss) from disposal of financial |
||
| The fair value of the assets and liabilities of Global Laser Araba, S.L. and subsidiaries, obtained from | ||
| Thousands of euros | ||
| Intangible assets (Note 10.b)) | 187 | |
| Property, plant and equipment (Note 11) | 4,424 | |
| Non-current financial assets (Note 12.a)) | 36 | |
| Deferred tax assets (Note 24) | 225 | |
| Inventories Commodities and other consumables (Note 13) |
15 | |
| Assets from contracts with customers | 40 | |
| Trade receivables | 3,028 | |
| Other current assets | 9 | |
| Cash and cash equivalents | 6 | |
| 7,970 | ||
| Deferred income (Note 20) | 11 | |
| Other current liabilities | 2,344 | |
| Trade accounts payable | 1,763 | |
| 4,118 | ||
| Net assets | 3,852 | |
| Percentage of direct shareholding acquired | 100% | |
| Attributable net assets | 3,852 | |
| Total consideration | 3,590 | |
| Prior valoration 30% | 1,077 | |
| Acquired remaining valoration 70% | 2,513 | |
| Net effect of the business combination (PROFIT) (Note 26.b)) | (262) | |
Intangible and tangible assets: the valuation was made on the basis of the acquisition cost, which is similar to its fair value.
Inventories: have been valued on the basis of their production value, which is assumed to be similar to their realisable value.
Trade receivables: the valuation was made on the basis of their nominal value.
Current borrowings: the valuation was made on the basis of their nominal value.
Trade payables: the valuation was made on the basis of their nominal value.
There were no significant costs associated with this transaction.
The revenue and EBITDA attributable to the combination from the acquisition date until December 31, 2023, amounted to 4,558 thousand euros and 514 thousand euros, respectively. If the business combination had taken place at the beginning of the financial year 2023, Global Laser Araba, S.L. would have contributed approximately 5,502 thousand euros in revenue and 666 thousand euros in EBITDA.
The headcount of Global Laser Araba, S.L. and subsidiaries incorporated into the Group comprised 52 people.
On December 1, 2022, the Parent signed a purchase agreement for Sideacero, S.L. whereby it acquired 33.34% of the share capital of that company for 100,000 thousand euros, which was paid in full at the time of acquisition. The purchase contract has no contingent consideration.
Sideacero, S.L. is in turn the parent company of the Gescrap and Reimasa subgroups, which manage both iron and non-iron metal waste.
The fair value of the assets and liabilities of Sideacero and its subsidiaries at December 1, 2022, was as follows:
| Thousands of euros 347 46,422 379 2,541 52,690 133,826 354 17,534 62,861 316,954 (628) 12,005 15,877 |
|---|
| 96,823 |
| 7,502 |
| 18,425 |
| 150,004 |
| 166,950 |
| 33.34% |
| 55,661 |
| 100,000 |
| 43,925 |
| 110,875 |
| The goodwill relates to the synergies expected from the integration of the Sideacero Subgroup business into the operations of the Gestamp Automoción Group. This consolidated goodwill is not tax |
The goodwill relates to the synergies expected from the integration of the Sideacero Subgroup business into the operations of the Gestamp Automoción Group. This consolidated goodwill is not tax deductible.

The main measurement criteria used to calculate the fair value of the different headings were as follows:
Intangible and tangible assets: the valuation was made on the basis of the carrying amount at the time of acquisition. Given the type and age of the assets, it was considered that there were no significant capital gains.
Inventories: valued on the basis of the sales value in accordance with the criteria established by IFRS 15.
Trade receivables: the valuation was made on the basis of their nominal value.
Current and non-current borrowings: the valuation was made on the basis of their nominal value.
Trade payables: the valuation was made on the basis of their nominal value.
There were no significant costs associated with this transaction.
The revenue and EBITDA attributable to the combination from the acquisition date until December 31, 2022 amounted to 17,554 thousand euros and 2,028 thousand euros, respectively. If the business combination had taken place at the beginning of the financial year 2022, the Sideacero Subgroup would have contributed approximately 641 million euros in revenue and 59 million euros in EBITDA.
The headcount of the Sideacero Subgroup incorporated into the Group comprised 616 people.
The Group's Consolidated Financial Statements at December 31, 2023, have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, approved by the European Commission regulations in force at the aforementioned date.
The Consolidated Financial Statements have been prepared on the basis of the accounting records of each Group company at December 31, 2023, and December 31, 2022. Each company prepares its Financial Statements in accordance with the accounting principles and standards in force in the country in which it operates; the required adjustments and reclassifications were made in the consolidation process in order to harmonise the policies and methods used to adapt them to IFRS.
These Consolidated Financial Statements for the year ended December 31, 2023, were prepared by the Board of Directors of Gestamp Automoción, S.A. at its meeting held on February 27, 2024, to be submitted to the approval of the General Shareholders' Meeting, and it is considered that they will be approved without any changes.
The figures contained in these Consolidated Financial Statements are expressed in thousands of euros, unless otherwise indicated and, consequently, they may be rounded off.
As explained in Note 2.b, the most significant incorporation in 2023 was the acquisition of Gestamp Global de Matricerías, S.L. and subsidiaries.
In addition, the companies Global Laser Araba, S.L. and Edscha Aditya Automotive Systems Pvt Ltd. were acquired.
Finally, the companies Gestamp Saint Clair, LLC., Ltd., Gestamp Stanton, LLC, Gestamp Holding Hamilton, Inc., Loire USA, Inc. and the integration of Gescrap Turkey Metal Sanayi Ve Ticaret Limited Sirketi were incorporated by incorporation and the companies Gestamp Finance Slovakia s.r.o. and Gestamp Funding Luxembourg, S.A. were dissolved.
As explained in Note 2.b, the most significant incorporation in 2022 was that of the Sideacero Subgroup.
The following companies were also incorporated: Changchun Xuyang Gestamp Auto Components Co., Ltd., Gestamp Wolfsburg GmbH, Gestamp Automotive Vitoria, S.L., Edscha Mechatronics Solutions GmbH, Smart Industry Consulting and Technologies, S.L.U Gestamp Proyectos Automoción 1, S.L. and Gestamp Proyectos Automoción 3, S.L., and Gestamp Washington UK Limited and Matricerías Deusto, S.L. were dissolved.
The Consolidated Financial Statements comprise the financial statements of the Parent Company and subsidiaries at December 31, 2023.
The Group controls a subsidiary if and only if the Group in turn:
When the Group does not hold the majority of voting rights or similar rights of the subsidiary, the Group considers all relevant facts and circumstances to assess the existence of control. This includes:
When facts and circumstances indicate changes in one or more elements determining control over a subsidiary, the Group reassesses the existence of control over such subsidiary (Note 7).
Subsidiaries are fully consolidated from the acquisition date, when the Group obtains control, and continue to be consolidated until the date when such control ceases. If the Group loses or relinquishes control of a subsidiary, the Consolidated Financial Statements include that subsidiary's results for the portion of the year during which the Group held control thereover.
The financial statements of the subsidiaries have the same closing date as the Parent Company, except for the companies mentioned in Note 2.a. The said companies have an additional closing for the financial year for their inclusion in the Consolidated Financial Statements, being elaborated with the same accounting policies in a uniform and coherent procedure.
The profit or loss of a subsidiary company is attributed to non-controlling interests, even if it involves recording a debit balance with them.

Changes in shareholding percentage that do not mean loss of control are reflected as an equity transaction. When the Group loses control of a subsidiary:
The full consolidation method is used for companies included in the consolidation scope, controlled by the Parent Company, in accordance with the definition included at the beginning of this section.
Investments in which the Group has significant influence, but not control have been consolidated under the equity method. Significant influence is the power to participate in the financial and operating policy decisions of the subsidiary, but it does not imply control or joint control on those policies. Considerations to make in order to decide whether there is significant influence are similar to those made to decide whether there is control over a subsidiary.
For the purposes of preparing these Consolidated Financial Statements, significant influence is deemed to exist in those companies in which the Group, directly or indirectly, holds over 20% of the investment, and in certain instances in which the Group's holding is lower, but significant influence can be clearly demonstrated.
The assets and liabilities and income statements of companies included in the Consolidated Financial Statements, whose functional currency is different from the presentation currency, are translated to euros using the closing foreign exchange rates method as follows:
The differences between the net carrying amount of equity of the foreign companies converted using historical exchange rates and including the result net of taxes from the Profit and Loss Account, reflecting the above-mentioned treatment of income and expenses in foreign currencies, and the net carrying amount of equity resulting from the conversion of goods, rights and liabilities using the exchange rate prevailing at the Consolidated Balance Sheet date, are registered as "Translation differences", with the corresponding negative or positive sign, in the "Equity - Translation Differences" in the Consolidated Balance Sheet (Note 18).
Exchange gains and losses due to the impact of changes in the functional currency relative to the euro on foreign currency borrowings considered permanent are taken directly to equity under Translation differences, net of tax effect. Said reclassification as at December 31, 2023, represents an increase of translation differences amounting to 31.1 million euros (increase of translation differences of 74.2 million euros as at December 31, 2022).
Permanent financing transactions are considered to be intragroup loans to subsidiaries whose repayment is not foreseen and are therefore treated as equity.
The effect of the change in exchange rates when presenting the Consolidated Statement of Cash Flows using the indirect method has been calculated taking into account an average of the year for Cash and cash equivalents and the change in exchange rates has been applied at the end of each of the years.
Transactions between companies included in the consolidation scope
The following transactions and balances were eliminated upon consolidation:
The value of non-controlling interests in the equity and profit (loss) for the year of consolidated subsidiaries is recognised in "Non-controlling interests" in "Equity" in the Consolidated Balance Sheet and in "Non-controlling interests" in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income, respectively.
The Parent Company's directors have drawn up these Consolidated Financial Statements on a going concern basis since it considered that there are no uncertainties regarding its ability to continue as a going concern.
The Group has sufficient financing in place to fund its operations. The outstanding balance at December 31, 2023, of the Group's gross financial debt amounted to 3,384.4 million euros (3,944.9 million euros at December 31, 2022) (Note 4.6), of which 80% matures at over 12 months (68% at December 31, 2022). 2023 2022
At December 31, 2023, the Group had cash and cash equivalents totalling 2,264.4 million euros (December 31, 2022: 2,589.0 million euros), and the breakdown was as follows.
| 1,176.8 149.7 |
1,695.1 104.6 |
||
|---|---|---|---|
| 90.3 | 91.4 | ||
| 500.0 | 325.0 | ||
| 372.9 | |||
| 347.6 | |||
| 2023 | Million euros 2022 |
Since all the inflation indicators for Argentina and Turkey point to cumulative inflation in three years exceeding 100%, and there are no qualitative matters to mitigate the situation, Argentina must be considered to be a hyperinflationary economy from July 1, 2018, as must Turkey from April 1, 2022, so IAS 29 "Financial Reporting in Hyperinflationary Economies", applies, requiring the Consolidated
Financial Statements to be expressed in terms of the current measurement unit on the date of the year reported. This restatement of accounting values was carried out as follows:
The index used for the restatement of Argentine companies was a synthetic index. To restate the balances prior to December 31, 2016, the wholesale price index was used and, from January 1, 2017, the National Consumer Price Index was used.
The index used for the restatement of Turkish companies was the New Consumer Price Index (2003=100) published by the Turkish Statistical Institute.
The comparative figures in the Consolidated Financial Statements at December 31, 2018, with respect to the companies in Argentina were those of the previous year, that is, they are not adjusted by hyperinflation nor will they be adjusted for subsequent changes in the level of prices or exchange rates in subsequent years. This gave rise to differences between equity at the end of the 2017 and equity at the beginning of 2018 and, as an accounting policy option, these changes were presented in the Translation Differences heading.
Also, the comparative figures in the Consolidated Financial Statements at December 31, 2022, with respect to the companies in Turkey were those of the previous year, that is, they were not adjusted by hyperinflation nor will they be adjusted for subsequent changes in terms of prices or exchange rates in subsequent years. This gave rise to differences between equity at the end of the 2021 and equity at the beginning of 2022 and, as an accounting policy option, these changes were presented in the Translation Differences heading.
The accumulated effect on the Consolidated Financial Statements at December 31, 2023, of the inflation adjustment made in the manner described in the previous paragraphs was as follows:

| 31-12-2023 | 31-12-2022 | ||||||
|---|---|---|---|---|---|---|---|
| Argentina (*) | Turkey (**) | Total | Argentina (*) | Turkey (**) | Total | ||
| Property, plant and equipment | (Note 11) | 33,893 | 80,947 | 114,840 | 47,143 | 66,696 | 113,839 |
| Intangible assets | (Note 10.b)) | 19 | 2,940 | 2,959 | 26 | 2,321 | 2,347 |
| Other current assets and liabilities Deferred tax liabilities |
- (11,869) |
(3,107) - |
(3,107) (11,869) |
- (14,926) |
(4,053) (11,241) |
(4,053) (26,167) |
|
| EFFECT NON-MONETARY ASSETS AND LIABILITIES | |||||||
| As set increase/(Asset de creas e) |
22,043 | 80,780 | 102,823 | 32,243 | 53,723 | 85,966 | |
| Revenue | 68,232 | 6,866 | 75,098 | 11,083 | (26,033) | (14,950) | |
| Cost of materials used | (31,269) | 18,444 | (12,825) | (7,668) | 29,579 | 21,911 | |
| Personnel expenses | (17,436) | (16,886) | (34,322) | (1,733) | (6,707) | (8,440) | |
| Other operating expenses | (12,995) | (6,071) | (19,066) | (1,094) | (2,908) | (4,002) | |
| EFFECT ON EBITDA Loss / (Profit) |
6,532 | 2,353 | 8,885 | 588 | (6,069) | (5,481) | |
| Depreciation and amortisation and impairment | 5,212 | 7,634 | 12,846 | 4,976 | 7,857 | 12,833 | |
| Finance income | 3,931 | 319 | 4,250 | 272 | (307) | (35) | |
| Finance expenses | (3,022) | (349) | (3,371) | (940) | 313 | (627) | |
| Exchange gains (losses) | (14,489) | (1,164) | (15,653) | (1,367) | (826) | (2,193) | |
| Income tax | 4,945 | (7,048) | (2,103) | 2,603 | 4,808 | 7,411 | |
| Result of exposure to inflation | 535 | (5,038) | (4,503) | (2,234) | 1,675 | (559) | |
| EFFECT ON RESULTS FOR THE YEAR | |||||||
| Loss /(Profit) |
3,644 | (3,293) | 351 | 3,898 | 7,451 | 11,349 | |
| EFFECT ON RESERVES | |||||||
| Decrease equity/(Increase equity) | 33,143 | 7,451 | 40,594 | 29,126 | - | 29,126- | |
| PRIOR EFFECT ON TRANSLATION DIFFERENCES Decrease equity/(Increase equity) |
(58,830) | (84,938) | (143,768) | (65,267) | (61,174) | (126,441) | |
| Effect non-controlling interests due allocation of translation differences | (357) | (42,469) | (42,826) | (19,578) | (30,587) | (50,165) | |
| Effect non-controlling interests due allocation of income and expenses | 30 | (1,647) | (1,617) | 1,169 | 3,726 | 4,895 | |
| Effect non-controlling interests due allocation of reserves | 202 | 3,726 | 3,927 | 8,736 | - | 8,736 | |
| EFFECT ON NON-CONTROLLING INTEREST | |||||||
| Decrease equity/(Increase equity) | (125) | (40,390) | (40,515) | (9,673) | (26,862) | (36,535) | |
| TOTAL EFFECT ON TRANSLATION DIFFERENCES | |||||||
| Decrease equity/(Increase equity) | (Note 18) | (58,473) | (42,469) | (100,942) | (45,689) | (30,587) | (76,276) |
| TOTAL EFFECT ON INCOME AND EXPENSES Loss /(Profit) |
3,614 | (1,647) | 1,968 | 2,729 | 3,726 | 6,455 | |
| EFFECT ON RESERVES | |||||||
| Decrease equity/(Increase equity) | 32,941 | 3,726 | 36,667 | 20,390 | - | 20,390 | |
| Balance-sheet accounts with a positive sign relate to receivable balances and the negative sign to payable balances. | |||||||
| Income statement accounts with a positive sign relate to expenses and the negative sign to income. | |||||||
(*) Includes the effects of hyperinflation adjustment on Gestamp Córdoba, S.A. and Gestamp Baires, S.A.
(**) Includes the effects of hyperinflation adjustment on Beyçelik Gestamp Otomotive Sanayi, A.S., Beyçelik Gestamp Teknoloji Kalip, A.S., Çelik Form Otomotiv, A.S. and Beyçelik Gestamp Sasi Otomotive, L.S.
The changes in Reserves, Translation differences and Non-controlling interests are affected by the change in the Group's percentage interest, without changes in control, in the Argentine companies (Note 2).
Together with the indicators given in the IFRS, the Group uses a set of alternative management indicators, since it considers that they help in the decision-making process and economic-financial situation and are widely used by investors, financial analysts and other stakeholders. These indicators are not defined by IFRS and thus may not be directly comparable with other similar indicators used by other companies.
EBITDA is an alternative management indicator because it provides useful information regarding the plants' ability to generate operating results (before financial expenses, taxes and amortisation), segments and the Group as a whole, and it is one of the indicators used by lenders to measure our financial capacity, on comparing it with debt.
EBITDA represents the operating profit before depreciation, amortisation and impairment losses. It is calculated as the difference between two aggregates defined under IFRS, without performing any adjustments thereto. 2023 2022
The calculation of EBITDA at December 31, 2023, and December 31, 2022, is as follows:
| segments and the Group as a whole, and it is one of the indicators used by lenders to measure our | ||
|---|---|---|
| EBITDA represents the operating profit before depreciation, amortisation and impairment losses. It is calculated as the difference between two aggregates defined under IFRS, without performing any |
||
| The calculation of EBITDA at December 31, 2023, and December 31, 2022, is as follows: | ||
| Thousands of euros | ||
| 2023 | 2022 | |
| Operating profit | 680,373 | 539,686 |
| Depreciation, amortisation, and impairment losses | 690,822 | 669,846 |
Pro forma EBITDA at December 31, 2023, and December 31, 2022, excluding the impact of IFRS 16 that applies from January 1, 2019, would be 1,275,164 thousand euros and 1,117,151 thousand euros, respectively.
The calculation of EBITDA at December 31, 2023, and December 31, 2022, based on the information contained in the Consolidated Statement of Cash Flows was as follows:
| Thousands of euros | ||
|---|---|---|
| Pro forma EBITDA at December 31, 2023, and December 31, 2022, excluding the impact of IFRS 16 that applies from January 1, 2019, would be 1,275,164 thousand euros and 1,117,151 thousand euros, The calculation of EBITDA at December 31, 2023, and December 31, 2022, based on the information |
||
| contained in the Consolidated Statement of Cash Flows was as follows: | Thousands of euros 2023 |
2022 |
| Profit before taxes | 414,184 | 391,455 |
| Adjustments to profit | 957,011 | 818,077 |
| Depreciation, amortisation and impairment of intangible assets and PP&E | 690,822 | 669,846 |
| Financial income | (35,247) | (16,064) |
| Financial expenses | 232,634 | 162,763 |
| Exchange rate differences | 86,447 | 5,042 |
| Share of profit/(loss) from associates - equity method | (1,229) | (2,951) |
| Change in fair value of financial instruments | (5,384) | - |
| Impairment and gain (loss) from disposal of financial instruments Result of exposure to inflation |
(6,529) (4,503) |
- (559) |
EBIT (Earnings Before Interest and Taxes)
EBIT is the Operating Profit. It is calculated before financial expenses and taxes.
The Group uses the CAPEX as an alternative management indicator, since it provides significant information on the investment decisions performed by the Group, and it is also related with the financing of operations.
CAPEX is calculated by adding the additions to Other intangible assets and to Property, plant and equipment.
CAPEX at December 31, 2023, and December 31, 2022, is as follows (Notes 10.b and 11):

| Thousands of euros 2023 |
2022 | |
|---|---|---|
| Additions to Other intangible assets | 111,454 | 102,547 |
| Additions to Property, plant and equipment | 838,214 | 695,979 |
Net Financial Debt provides useful information with regard to the level of debt held by the Group related with compliance with financial obligations ("covenants"), and the changes therein relate to cash generation before lending transactions more directly than the changes in gross debt.
The calculation of the Net Financial Debt at December 31, 2023, and December 31, 2022 is as follows (Note 23):
| Thousands of euros | ||
|---|---|---|
| 949,668 | 798,526 | |
| Thousands of euros | ||
| 2023 | 2022 | |
| Interest-bearing loans and borrowings and debt issues | 2,569,833 | 2,828,953 |
| related with compliance with financial obligations ("covenants"), and the changes therein relate to cash generation before lending transactions more directly than the changes in gross debt. The calculation of the Net Financial Debt at December 31, 2023, and December 31, 2022 is as follows Finance lease |
447,925 | 482,634 |
| Borrowings from related parties | 18,931 | 129,036 |
| Other borrowings Gross Financial Debt (Note 23 and Note 4.4) |
347,761 3,384,450 |
504,333 3,944,956 |
| Current financial assets | (149,658) | (104,621) |
| Cash and cash equivalents Subtotal |
(1,176,833) (1,326,491) |
(1,695,101) (1,799,722) |
The proforma net financial debt as at December 31, 2023, and December 31, 2022, without the impact of the application of IFRS 16, would be 1,651,177 thousand euros and 1,705,532 thousand euros, respectively.
In these amendments, the IASB has introduced a new definition of "accounting estimate", which clarifies the difference between changes in accounting estimates, changes in accounting policies and corrections of errors.
The IASB included a guide and examples in these amendments to apply judgement on identifying which accounting policies are material. The amendments replace the criteria of disclosing significant accounting policies by material accounting policies. They also provide a guide on how to apply the concept of material to decide which accounting policies are material.

The proposed amendments would require an entity to recognise deferred taxes on initial recognition of specific transactions to the extent that the transaction results in equal amounts of deferred tax assets and liabilities. The proposed amendments would apply to specific transactions for which an entity recognises an asset and a liability, such as leases and decommissioning obligations.
The Group saw no significant impact from these changes.
In May 2023, the IASB issued its amendments to IAS 12 Corporation Taxes for the new tax rules of Pillar 2 of the OECD's Inclusive Framework. These amendments introduce, provisionally, a mandatory temporary exemption for the accounting and disclosure of deferred taxes that may arise from such legislation. This amendment also requires additional disclosures to facilitate the understanding of the exposure to such tax regulations.
The modifications related to the mandatory exemption and the required disclosures have already come into force in the year (see note 29).
| IASB application date | |
|---|---|
| Standard, interpretation or amendment | |
| IAS 1 Presentation of Financial Statements: Classification of liabilities as current or non-current |
January 1, 2024 |
| Amendment to IFRS 16: Lease liability in a sale and leaseback | January 1, 2024 (*) |
| Amendments to IAS 7 and IFRS 7: Supplier finance arrangements | January 1, 2024 (*) |
(*) Pending adoption by the European Union at the date of these financial statements
As indicated in Note 4.1, the Group has applied accounting policies in accordance with IFRS as adopted by the European Commission for application in the European Union (EU-IFRS). In this regard, only those policies considered significant in view of the nature of the Group's activities are detailed below, as well as the policies adopted in preparing these consolidated financial statements in the event that there is an option permitted by IFRS or, where applicable, due to the specific nature of the sector in which it operates.
Line items included in the financial statements of each entity are valued using the functional currency of the primary economic environment in which it operates.
The Consolidated Financial Statements are presented in thousands of euros, and the Euro is the Group's presentation currency and the functional currency of the Parent Company.

Transactions in foreign currencies different to the functional currency of each company are translated to the Group's functional currency at the exchange rate prevailing at the date of the transaction. Exchange gains and losses arising on the settlement of these transactions or on translating foreign currency denominated monetary assets and liabilities at closing rates are recognised in the Consolidated Income Statement.
Property, plant and equipment is carried at either acquisition, transition cost to IFRS (January 1, 2007), or production cost, including all the costs and expenses directly related with assets acquired until ready for use, less accumulated depreciation and any impairment losses. Land is not depreciated and is presented net of any impairment charges.
At the date of transition to EU-IFRS (January 1, 2007), all property, plant and equipment was measured at fair value at that date on the basis of a report by an independent expert, which led to a revaluation of the Group's assets (Note 11).
The carrying value of Property plant, and equipment acquired by means of a business combination is measured at its fair value, determined by an independent expert at the moment of its incorporation into the Group (Note 6.3).
Specific spare parts: certain major parts of some items of Property, plant and equipment may require replacement at irregular intervals. The cost of these parts is capitalised when the part is replaced and depreciated over their estimated useful lives. The net carrying amount of replaced parts is retired with a charge to income when the replacement occurs.
An item of Property, plant and equipment is retired upon disposal or when no future economic benefits are expected from its use or disposal.
Business combinations are accounted for using the acquisition method. The acquisition cost is the sum of the total consideration transferred, measured at fair value at the acquisition date, and the amount of non-controlling interest of the acquired company, if any.
For each business combination, the Group measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets.
Acquisition costs incurred are registered under the heading Other operating expenses in the Interim Condensed Consolidated Income Statement.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. This includes the separation of the implicit derivatives of the main contracts of the acquired company.
Goodwill acquired in a business combination is initially measured, at the time of acquisition, at cost, that is, the excess of the total consideration paid for the business combination over the Parent Company's interest in the net fair value of the identifiable assets, liabilities, and contingent liabilities of the acquired business.

Goodwill arising on acquisitions of businesses whose functional currency is not the euro is restated at the year-end exchange rate and the difference between the opening and closing balance in euro is recorded in the translation differences account.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units or groups of Cash-Generating Units (Note 6.7) expected to benefit from the business combination's synergies, irrespective of any other Group assets or liabilities assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the Cash-Generating Unit or groups of Cash-Generating Units to which the goodwill relates. If the recoverable amount of the Cash-Generating Unit or Group of Cash-Generating Units is less than the carrying amount, the Group recognises an impairment loss (Note 6.7).
The Group has equity interests in associates, which are companies over which the Group has significant influence.
The Group records its interest in associates using the equity method.
Research costs are expensed as incurred.
Development expenditure is capitalised when the Group can demonstrate:
Capitalised development expenses are amortised on a straight-line basis, over the period in which it is expected to obtain income or profits from the aforementioned project, which does not exceed 6 years.
These intangible assets are initially measured at acquisition cost. They are assessed as having a finite useful life and are accordingly carried at cost net of accumulated amortisation. Amortisation is calculated using the straight-line method, based on the estimated useful life, in all instances less than 5 years; except the GESTAMP brand which is considered an asset of indefinite useful life.

Software acquired from third parties, recognised as assets, is amortised over its estimated useful life, which does not exceed 5 years.
Following the IFRS 9 criteria, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Debt financial asset instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the Group's business model for managing the assets; and whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding (the "SPPI criterion").
The new classification and measurement of the IFRS 9 is as follows:
The Group's financial instruments included in non-current financial assets, trade and other receivables, other current assets and current financial investments are recognised at amortised cost, taking into account the business model and the evaluation of the SPPI.
The Group assesses at each reporting date whether there is any indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount as either the group of assets' or cash-generating unit's fair value less costs to sell, or its value in use, whichever is higher.
The indicators of impairment are analysed at two levels. One, at the level of the Group's CGUs and the other for the corporate development expense intangible assets (R&D projects). It is considered that a CGU has signs of impairment if it is observed that its level of profitability is significantly below the average return of the segment and of the Group for an on-going period. Other qualitative factors that may affect the CGU are also considered. In the case of the R&D Projects, a significant variation in actual income with regard to expected income in the business plans estimated at the start of the project represent a sign of impairment.
A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash inflows from other assets. The smallest identifiable group of assets designated are the operating plants or the individual companies. However, there are specific cases in which the CGU does not correspond directly to the plants for various reasons, because the trading company groups together several plants that are close to each other or managed as a unit (France, UK, Brazil), or because at a country level there is significant operational integration (Mexico, USA).
When the carrying amount of a group of assets or CGU exceeds its recoverable amount, an impairment loss is recognised and its carrying amount is decreased to its recoverable amount.

Impairment losses with respect to CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating units and then, to proportionally reduce the carrying amount of the assets of the CGU unless, based on a review of the individual assets, it is considered that their fair value less costs to sell is higher than their carrying amount.
When assessing value in use, estimated future cash-flows are discounted at present value by using a pre-tax discount rate that reflects current market valuations of money and risks of the asset. For calculating the fair value of the asset less costs to sell, recent transactions are considered and if they cannot be identified, a proper valuation method is used. These calculations are based on several considerations, market prices and other available indicators of the fair value.
The calculation of impairment is based on detailed budgets and previsions individually prepared for each CGU to which the asset is allocated. These budgets are, to a significant extent, drawn up on the basis of external sources from consultants on vehicle production and sales. The forecasts cover a fiveyear period and after that it applies a long-term growth rate using for estimating future cash-flows.
For all assets except goodwill, an assessment is made every year to see if there is evidence that the impairment registered in previous years has been reduced or has disappeared. In such case, the Group estimates the recoverable value of the asset or the CGU.
The following assets present specific characteristics when assessing their impairment:
Consolidation goodwill is tested for impairment at year-end and when circumstances indicate that the carrying amount may be impaired.
The impairment test for goodwill assesses the recoverable value of each CGU allocated to it. If the recoverable value of the CGU is lower than its carrying amount, an impairment loss is registered.
Goodwill impairment losses cannot be reversed in future periods.
Assets and liabilities included in a disposal group whose recovery is expected through sale and not through continued use are included in this category. These assets are valued at lower cost between carrying amount and fair value less costs for sale.
Discontinued operations are reflected in the Consolidated Income Statement separately from the revenue and expenses from continued operations. They are reflected in a line as profit after taxes from discontinued operations.
Accounts receivable from customers are measured in the accompanying Consolidated Balance Sheet at their nominal value.
Discounted bills pending maturity at year-end are included in the accompanying Consolidated Balance Sheet under "Trade receivables for sales and services, " with a balancing entry in "Interest-bearing loans and borrowings". The balances transferred to banks as Non-Recourse Factoring reduce these trade receivables since all risks related to them, including bad and past-due debt risks, have been transferred to the bank (Note 15.a).

Inventories are valued at the lower of acquisition or production cost and net realisable value.
Cost includes all expenses derived from the acquisition and transformation of inventories, including any other expenses incurred to bring them to their present condition and location.
Inventories have been valued using the average weighted cost method.
When inventories are deemed impaired, their initially recognised value is written down to net realisable value (selling price less estimated costs of completion and sale).
The Company earns its revenue primarily from the sale of welded and stamped parts, as well as the construction of toolings. These goods and services are delivered to customers over time and not necessarily together.
The policy of recognising the Group's income is determined by the five-stage model proposed by IFRS 15 Revenue from Contracts with Customers.
The Group's contracts are normally supply agreements for an unspecified number of orders and thus the term of each contract depends on the orders received.
The contracts are identified with the orders received from the customer, since this is when rights and obligations are created between both parties to produce the parts or build the tools.
Given that control of manufactured tools is transferred to the customer, the tools are considered contract's goods and services. Manufacturing of the tools as well as the parts necessary to ensure their correct operation is a single performance obligation.
Once the tools are manufactured, each part requested by a customer corresponds to a separate performance obligation and thus, for practical purposes, they are not considered a series, given the short duration of the orders and the little time needed to produce the parts.
Taking into account the just in time production model with customers, at year-end, there were no significant performance obligations pending execution in relation to parts.
The price agreed in the orders represents the independent sales price of the goods and services being transferred in the contracts. The Group negotiates concessions or incentives that are discounted from expected future revenue despite the fact that the number of parts ordered with each contract is not known. Some orders have variable consideration for the reviews of prices under negotiation, which are estimated based on the expected probability method and, where appropriate, they would be limited to the amount that is highly unlikely to be reversed in the future.
On certain occasions, advance payments of future discounts are applicable to the agreement, which are normally paid at the beginning of the project to the customer. This payment complies with the definition of the asset, to the extent that the associated contracts (resource criteria controlled by the company) are going to generate profit (probability criteria). Once the manufacture of the tools has been completed and the parts manufacturing phase has commenced, it is highly unlikely that the customer will cancel the project and choose another supplier, because it would mean a significant delay in its production and therefore it is probable that profit will be generated. Furthermore, it is highly probable that the payment will be recovered through sales of future parts and it is probable that economic benefits will be generated.
This payment is normally associated with the parts supply agreement to the customer, which will determine the time criteria to transfer the asset to results for the advance payment.
The accounting treatment afforded is to recognise this asset for the payment made early and to transfer it to results as reduced income when the goods and services expected in the agreement are delivered, that it, for the number of parts supplied to the customer. Given that the agreement term with the customer normally exceeds one year and the payment is made at the beginning of the project, the amount paid reflects the current net value of the asset to be recognised, hence, in subsequent periods, the corresponding finance income must accrue.
As the parts are made, goods are created that have no alternative use and the related orders generate rights and obligations wherein control of the parts is transferred to the customer.
Since the control of tools and parts is transferred over time, progress is measured using the stage-ofcompletion method. The method that best represents the progress of the Group's activities is costs incurred as a percentage of total estimated costs. If the results of a contract cannot be reliably estimated, revenue is recognised only to the extent that the expenses recognised are recoverable.
Based on historical experience and the Group's current estimates, except in extraordinary circumstances, no losses will be generated upon final settlement of the manufacturing contracts for tools under construction. Exceptionally, should it be deemed likely that costs will not be recovered, an onerous contract provision would be recognised.
There are no incremental direct costs for obtaining contracts. Performance obligations representing a guarantee do not exist either.
A residual part of income corresponds to access licences (royalties). They are recognised in line with the accrual principle.
Customer advances corresponding to tooling construction contracts reflect billing milestones and not necessarily the stage of completion of the tooling construction. Assets from contracts with customers includes the balancing entry for income recognised according to the stage of completion method for which the customer was not invoiced, deducting the customer advances received. These Assets from contracts with customers are presented at contract level with a customer.

Interest revenue is recognised as interest accrues taking into account the effective return of the asset (using the effective interest method, i.e., the rate that makes discounted future cash receipts through the expected life of the financial instrument equal to the initial carrying amount of the asset).
Dividends received from associates, integrated by the equity method, are recognised in results on an accrual basis.
Government grants are recognised at fair value where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with.
Grants related to assets are recognised as Deferred Income in the Consolidated Balance Sheet at the amount granted. The grant will be recognised in the Consolidated Income Statement as the subsidised asset is amortised.
The nature and characteristics of the grants received are described in Note 20.
Financial liabilities are initially recognised at fair value, net of transaction costs, except financial liabilities at fair value through consolidated profit and loss. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, measured as the difference between their cost and redemption value, using the effective interest rate method.
Liabilities maturing in less than 12 months from the Consolidated Balance Sheet date are classified as current, while those with longer maturity periods are classified as non-current.
A financial liability is retired when the obligation under the liability is discharged or cancelled or expires.
The Group carries out financial transactions in which the payment to the supplier is deferred due to the transfer of the management of the payment to a financial institution. In these cases, the Group derecognises the liability to the supplier in order to recognise a financial liability ("other short-term borrowings"). Therefore, suppliers do not include items subject to financing transactions with third parties.
Provisions are recognised when the Group has a current obligation (legal or constructive) arising as a result of a past event and it is probable that the Group will have to dispose of resources as required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at each Consolidated Balance Sheet closing date and are adjusted to reflect the current best estimate of the liability.
Contingent liabilities are potential obligations that arise from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Group, as well as present obligations arising from past events, the amount of which cannot be reliably estimated or whose settlement may not require an outflow of resources. These contingent liabilities are only subject to disclosure and are not accounted for.

The Group has assumed pension commitments for some companies located in Germany and France.
The Group classifies its pension commitments depending on their nature in defined contribution plans and defined benefit plans. Defined contribution plans are post-employment benefit plans under which the company pays fixed contributions into a separate entity (insurance company or pension plan), and will have no legal or constructive obligation to pay further contributions if the separate company does not carry out its assumed commitments. Defined benefit plans are post-employments benefit plans other than defined contribution plans.
The Group carries out predetermined contributions into a separate entity (insurance company or pension plan), and will have no legal or implicit obligation to pay further contributions if the separate company does not have enough assets to attend employee benefits related to their services rendered in current and previous years.
The contributions made to defined contribution plans are recognised in Consolidated Income Statement according to the accrual principle.
The amount posted in the Consolidated Income Statement was 2,606 thousand euros at December 31, 2023 (2,259 thousand euros at December 31, 2022) (Note 27.b)). This figure corresponds to contributions made in the United Kingdom.
For defined benefit plans, the cost of providing these benefits is determined separately for each plan using the projected unit credit method. The actuarial gains and losses are recognised in Other Comprehensive Income when incurred. In subsequent years, these actuarial gains and losses are registered as equity, and are not reclassified to profit and loss.
The amounts to be recognised in profit and loss are:
The past service costs will be recognised as expenses at the earlier of the following dates (i) in the period when the plan is amended, or curtailment occurs (ii) when the Group recognises related restructuring costs or benefits of termination.
The defined benefit liability (asset) is the deficit or surplus, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.
The rate used to discount post-employment benefit obligations shall be determined by reference to market yields at the end of the reporting period on high quality corporate bonds.
The deficit or surplus is:

Plan assets comprise assets held by a long-term employee benefit fund, and qualifying insurance policies. These assets are not available to the reporting entity´s own creditors and cannot be returned to the reporting entity. Fair value is based on market price and in case of stock market values, it corresponds to published prices.
There are defined benefit schemes in Germany and France.
Severance payments to be made to employees for reasons for which they are not responsible are calculated on the basis of years of service. Any expenses incurred for indemnities are charged to the Consolidated Income Statement as soon as they are known.
A long-term incentive plan for the period 2023-2025 was approved in May 2023. This plan is aligned with the Group's long-term value-creation strategy and provides for the delivery of share-based incentives to certain employees and executives.
The Group recognises a staff cost on a straight-line basis in the income statement over the term of the Plan, as well as the corresponding increase in equity, considering the fair value of the vested shares at the time of granting of the Plan.
The quantification of the total incentive depends on the degree of attainment of the objectives that have been set.
The fair value of the incentives indexed to the share price at the time of granting has been estimated considering the share price at May 31, 2023 (4.1 euros per share).
In accordance with IFRS 16, the Group records lease transactions as follows:
The Group recognises rights of use at the commencement of the lease, i.e. the date on which the underlying asset is available for use. The rights of use are measured at cost, less accumulated amortisation and impairment losses, and they are adjusted due to any changes in the measurement of the associated lease liabilities. The initial cost of the rights of use includes the amount of the lease liabilities recognised, the initial direct costs and the lease payments made prior to the start of the lease. The incentives received are discounted at the initial cost. Unless the Group is reasonably certain of obtaining the ownership of the leased asset at the end of the lease period, the rights of use are amortised on a straight-line basis at the lower of the estimated useful life and the lease term. Rights of use are subject to the impairment analysis.
At the start of the lease, the Group recognises lease liabilities for the current value of the lease payments made during the lease period. Lease payments include fixed payments (including fixed payments in essence), less lease incentives, variable payments that depend on an index or a rate and the amounts expected to be paid to guarantee the residual value. Lease payments also include the exercise price of a purchase option if the Group has reasonable certainty that it will exercise such option and pay penalties to terminate the lease, if the lease term reflects the exercise by the Group of the option to terminate the lease. Variable lease payments that do not depend on an index or rate are recognised as expenses in the period in which the event or condition occurs triggering the payment.

When the present value of lease payments is calculated, the Group uses the incremental interest rate at the start of the lease if the implicit interest rate in the lease cannot be determined easily. After the commencement date, the amount of the lease liabilities is increased to reflect cumulative interest and it is reduced as a result of the lease payments made. Furthermore, the lease liability will be measured again in the event of a modification, a change in the lease term, a change in lease payments fixed in essence or a change in the assessment to purchase the underlying asset. The liability is also increased in the event of a change in future lease payments arising from a change in the index or rate used to determine these payments.
The Group applies the exemption from recognising the short-term lease to its machinery and equipment leases that have a lease term of 12 months or less from the commencement date and that do not have a purchase option. It also applies the exemption from recognising low value assets to assets considered to have a low value. Lease payments in short-term leases and leases of low value assets are recognised as expenses on a straight-line basis during the lease period.
The Group determines the lease period as the non-cancellable term of a lease, to which optional periods are added to extend the lease if it is reasonably certain that such option will be exercised. It also includes the periods covered by the option to terminate the lease if it is reasonably certain that such option will not be exercised.
The Group has the option, under some of its agreements, to lease assets for additional terms to the non-cancellable period. The Group is assessing whether it is reasonably certain that the option to renew will be exercised. That is, it considers all the pertinent factors that create an economic incentive to renew. After the commencement date, the Group re-assesses the lease term if there is a significant event or change in circumstances under its control affecting its ability to exercise or not exercise the renewal option. The Group includes the renewal period as part of the lease term for offices, factories and warehouses due to the importance of these assets for its operations.
The Parent Company has arranged cash flow (interest rate) hedges through entities that operate on organised markets. These instruments are used to hedge exposure to fluctuations in floating interest rates on a portion of the bank loans granted to the Parent Company and on a portion of expected future borrowings. In 2023, an active management process has been carried out relating to them.
These financial derivatives hedging cash flows are initially recognised in the Consolidated Balance Sheet at acquisition cost, and subsequently, any impairment loss allowances required are recognised to reflect their market value from time to time.
Any gains or losses arising from changes in the market value of derivative financial instruments in respect of the ineffective portion of an effective hedge are taken to the Consolidated Income Statement, while gains or losses on the effective portion are recognised in "Effective hedges" within "Retained earnings" with respect to cash flow hedges. The cumulative gain or loss recognised in equity is taken to the Consolidated Income Statement when the hedged item affects consolidated profit or loss or in the year of disposal of the item. The extension options are not recognised for accounting purposes as hedges; accordingly, the change in value is recognised directly in the Consolidated Financial Statements.
The preparation of the accompanying Consolidated Financial Statements under IFRS requires management to make estimates and assumptions that affect the Consolidated Balance Sheet and the Consolidated Income Statement for the year. The estimates that have a significant impact are as follows:
The Group performs an impairment test for CGUs that have assets with indefinite useful lives, mainly goodwill, or for which indications of impairment are identified in property, plant and equipment. The calculation of recoverable value is based on the discounting of cash flows. These flows are obtained from the most conservative budget and business plan for the next five years and they do not include uncommitted restructuring activities or the significant future investments that will increase the output of the asset. To calculate the value at perpetuity, a standardised period with all future hypotheses deemed reasonable and recurrent in the future is used. The calculation of recoverable amount is very sensitive to assumptions and variables that are subject to estimation and calculation: EBITDA to sales ratio, discount rate and the growth rate used in the extrapolation.
The key assumptions used to calculate the recoverable amount of the Cash Generating Units, including their sensitivity analysis, are further detailed in Note 6.7, Note 10 and Note 11.
As indicated in Note 6.11, some orders have variable consideration for price revisions under negotiation. To the extent that the transfer of control has already been made to the customer, but the review processes are not closed, the Group makes an estimate based on the expected probability method, to adjust the transaction price. This estimate uses the historical experience of past negotiations with each customer, as well as the forecast of reasonable scenarios.
Deferred tax assets are recognised for negative tax bases and other unused tax incentives to the extent that it is probable that taxable profit will be available against which they can be utilised. The calculation of deferred tax assets to be recognised depends on significant estimates by Management regarding the reasonable recovery period and the future tax profits.
The Group does not register deferred tax assets in the following cases: negative tax bases to be offset from subsidiaries keeping a loss history, which cannot be used to offset future tax profits from other group companies and when there are no taxable temporary differences in the company.
The cost of the defined benefit plans and other post-employment benefits and the present value of the pension obligations are determined according to actuarial valuations. The actuarial valuations imply assumptions that may differ from the real future events: discount rate, future salary increases, mortality rates and future pension increases. Since the valuation is complex and for the long-term, the calculation of the obligation for defined benefit plans is very sensitive to changes in those assumptions. All assumptions are revised at every closing date.
Note 22 contains a sensitivity analysis.
The Group's production activity requires significant investments in property, plant and equipment. The useful life of PP&E is determined according to the expected use of the asset as well as the past experience of use and duration of similar assets. The estimate of useful life is sensitive to future changes in view of the long economic life of the Group's assets. This estimate is made on the basis of the Group's historical experience, technical information and the expected use of its assets. 2023 2022 Buildings 17 to 35 17 to 35 Plant and machinery 3 to 20 3 to 20 Other plant, tools and furniture 2 to 10 2 to 10 Other PP&E items 4 to 10 4 to 10
Annual depreciation is calculated using the straight-line method based on the estimated useful lives of the various assets.
The estimated useful lives of the various asset categories are:
| Estimated useful life (years) | |
|---|---|
The estimated assets' useful lives are reviewed at each financial year-end and adjusted prospectively if revised expectations differ significantly from previous estimates.
No significant residual values at the end of useful lives are expected.
With respect to the useful life of intangible assets that do not have a definite useful life, including capitalised expenses implementation, it has been calculated that, based on internal analyses, their useful life does not exceed 6 years and that their recovery is linear in accordance with the consumption pattern represented by the production of the operating plants.
Also, as required by IFRS, accounting opinions have been made in applying these accounting principles. The accounting opinions formed with a significant impact are as follows:
The calculation of the CGU requires the application of the opinion to identify the smallest group of assets that generates cash inflows. In general, the smallest group of assets that generates inflows on a stand-alone basis corresponds to the operating plants, which are usually an individual trading company. However, there are specific cases in which the CGU does not correspond directly to the plants for various reasons because the trading company groups together several nearby plants that, owing to location synergies, are managed as a unit (France, UK, Brazil), or because at a country level there is significant operational integration (Mexico, USA, Argentina).
According to IFRS 10, currently in force, Group Management assesses the existence of control of significant companies with 50% shareholdings, such as Beyçelik Gestamp Otomotive Sanayi, A.S., Gestamp Automotive India Private Ltd, Edscha Pha, Ltd. and Edscha Aditya Automotive Systems Pvt Ltd.

Regarding Beyçelik Gestamp Otomotive Sanayi, A.S., Edscha Pha, Ltd. and Edscha Aditya Automotive Systems Pvt Ltd, non-controlling interests are third parties external to the Gestamp Automoción Group and over whom the shareholders of the Parent Company have no control.
Although in these companies the members of the board of directors are elected on the basis of the percentage of ownership, it is considered that control over the companies is exercised taking into account the following facts and circumstances regarding the relevant activities:
The above activities are carried out directly by the Group since the shareholders owning the remaining shares do not have these capacities.
In the particular case of Gestamp Automotive India Private Ltd, in addition to the above, the Group holds a majority on the Board, having appointed 4 members out of a total of 6 Board members. Regarding this company the non-controlling interests corresponding to the remaining 50% shareholding are Group related parties since it is to a company controlled by shareholders of the Parent Company.
In the case of the Sideacero Subgroup, the Group is deemed to have control since the remaining shareholding (66.67%) is divided equally between ACEK Desarrollo y Gestión Industrial, S.L. and another non-controlling shareholder outside the Group. In this regard, the Group exercises power in relevant activities through its direct shareholding (33.33%) and the absence of conflicting interests of the shareholding held by its majority shareholder, ACEK Desarrollo y Gestión Industrial S.L. In addition, such a direct shareholding is significant enough to be exposed to variable returns from involvement in the business.
For the remaining companies in which the Group has a shareholding of less than 50%, given that the Group does not holds a majority on the Board and that the circumstances identified above do not exist, it is concluded that there is no control and therefore these companies are consolidated using the Equity method.
The Group has energy supply contracts in Spain with its electricity marketer. In these contracts, a fixed price has been set for a commitment of 103 gigawatt hours (GWh) per year, for the next 10 years from January 2022. Energy supply contracts have also been signed in Brazil equal to 79.2 GWh from renewable energy in an agreement with a total duration of 10 years from January 2024.
Depending on the energy demands foreseen for the coming years, the Group applies the exception of own use and the contract is recognised as an "executory contract".
The effect of a change in an accounting estimate is recognised in the same Consolidated Income Statement heading in which the associated income or expense was recognised under the former estimate.
The effect of this type of changes in accounting policies and the correction of errors is recognised in those cases that are significant at Group level. The cumulative effect at the beginning of the year is adjusted in the Retained earnings heading and the effect of the year itself is recognised in the Consolidated Income Statement for the year. In these cases, the figures for the previous year are modified to make them comparative, unless the rule governing the new accounting policy expressly allows the comparative figures for the previous year not to be restated.
According to IFRS 8 "Operating segments", segment information below is based on internal reports regularly reviewed by the board of directors of the Group in order to allocate resources to each segment and assess their performance.
The operating segments identified by the Group's Management Committee are based on a geographic perspective, except in the case of the companies of the Sideacero Subgroup, which are integrated into a single segment due to the nature of their activity; these segments and the countries they comprise are as follows:

Each segment includes the activity of Group companies located in countries belonging to the segment, except for those in the Sideacero Subgroup, which are included in the Gescrap segment.
The Group's Management Committee has managed the operating segments corresponding to continuing operations based mainly on the development of the main financial aggregates of each segment, such as EBITDA, EBIT and investments in fixed assets, while financial income and expenses, and corporation tax expense and the allocation of income to non-controlling interests are analysed jointly at Group level since they are basically managed centrally.
Inside certain segments, there are some countries meeting the definition of a significant segment; however, they are presented in the aggregate since the products and services generating ordinary income as well as productive processes are similar, additionally, they show similar long-term financial performance, and they belong to the same economic environment.
Segment information for 2023 and 2022 is as follows:

| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| 31-12-2023 | |||||||
| ITEM | WESTERN EUROPE |
EASTERN EUROPE |
MERCOSUR | NORTH AMERICA |
ASIA | GESCRAP | TOTAL |
| NON-CURRENT ASSETS | |||||||
| Goodwill | 88,957 | 3,562 | 6,670 | 1,307 | 361 | 44,321 | 145,178 |
| Other intangible assets | 318,015 | 33,217 | 4,999 | 23,112 | 44,849 | 632 | 424,824 |
| Property, plant and equipment | 1,422,201 | 791,653 | 319,731 | 1,442,076 | 845,785 | 53,992 | 4,875,438 |
| Non-current financial assets Deferred tax assets |
117,160 115,217 |
59 70,438 |
1,776 17,353 |
5,251 344,290 |
10,937 20,881 |
282 3,967 |
135,465 572,146 |
| Total non-current assets | 2,061,550 | 898,929 | 350,529 | 1,816,036 | 922,813 | 103,194 | 6,153,051 |
| WORKING CAPITAL | |||||||
| Inventories | 106,176 | 92,822 | 50,848 | 150,099 | 102,011 | 45,092 | 547,048 |
| Assets from contracts with customers | 334,543 | 11,981 | 19,653 | 99,326 | 111,034 | (309) | 576,228 |
| Trade and other receivables | 185,171 | 163,734 | 102,969 | 119,288 | 504,187 | 119,811 | 1,195,160 |
| Other current assets | 21,335 | 44,351 | 5,117 | 40,041 | 18,761 | 951 | 130,556 |
| Subtotal | 647,225 | 312,888 | 178,587 | 408,754 | 735,993 | 165,545 | 2,448,992 |
| Trade and other payables | (1,018,247) | (366,450) | (145,176) | (452,709) | (680,387) | (47,321) | (2,710,290) |
| Current provisions | (6,967) | (3,216) | - | (164) | (4,136) | (4,664) | (19,147) |
| Other current liabilities | (3,069) | (1,039) | - | (72) | (334) | (4) | (4,518) |
| Other current borrowed liabilities | (91,558) | (6,916) | (10,150) | (34,217) | (59,118) | (669) | (202,628) |
| Total working capital | (472,616) | (64,733) | 23,261 | (78,408) | (7,982) | 112,887 | (487,591) |
| Thousands of euros January - December 2023 |
|||||||
| ITEM | WESTERN EUROPE |
EASTERN EUROPE |
MERCOSUR | NORTH AMERICA |
ASIA | GESCRAP | TOTAL |
| Revenue | 4,671,356 | 1,713,103 | 899,346 | 2,471,974 | 1,891,934 | 626,003 | 12,273,716 |
| EBITDA | 539,928 | 248,329 | 105,013 | 165,748 | 265,756 | 46,421 | 1,371,195 |
| Thousands of euros | |||||||
| 31-12-2022 | |||||||
| WESTERN EUROPE |
EASTERN EUROPE |
MERCOSUR | NORTH AMERICA |
ASIA | GESCRAP | TOTAL | |
| ITEM | |||||||
| NON-CURRENT ASSETS | 69,115 | 2,890 | 10 | 43,925 | 127,467 |
| Thousands of euros | |||||
|---|---|---|---|---|---|
| January - December 2023 | |||||
| EASTERN | NORTH | ||||
| ITEM | EUROPE | MERCOSUR | AMERICA | ||
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| 31-12-2022 | |||||||
| ITEM | WESTERN EUROPE |
EASTERN EUROPE |
MERCOSUR | NORTH AMERICA |
ASIA | GESCRAP | TOTAL |
| NON-CURRENT ASSETS | |||||||
| Goodwill | 69,115 | 5,213 | 6,314 | 2,890 | 10 | 43,925 | 127,467 |
| Other intangible assets | 309,108 | 25,294 | 4,375 | 18,522 | 43,792 | 346 | 401,437 |
| Property, plant and equipment | 1,401,568 | 739,502 | 314,437 | 1,358,368 | 785,354 | 46,422 | 4,645,651 |
| Non-current financial assets | 166,414 | 79 | 1,572 | 4,316 | 11,028 | 379 | 183,788 |
| Deferred tax assets | 105,901 | 52,499 | 26,811 | 240,261 | 19,244 | 2,863 | 447,579 |
| Total non-current assets | 2,052,106 | 822,587 | 353,509 | 1,624,357 | 859,428 | 93,935 | 5,805,922 |
| WORKING CAPITAL | |||||||
| Inventories | 107,538 | 86,578 | 37,856 | 145,351 | 111,151 | 52,690 | 541,164 |
| Assets from contracts with customers | 333,983 | (9,161) | 30,162 | 51,779 | 112,876 | (15) | 519,624 |
| Trade and other receivables | 259,964 | 199,471 | 84,982 | 134,837 | 445,833 | 135,043 | 1,260,130 |
| Other current assets | 14,747 | 40,142 | 5,408 | 30,890 | 23,206 | 354 | 114,747 |
| Subtotal | 716,232 | 317,030 | 158,408 | 362,857 | 693,066 | 188,072 | 2,435,665 |
| Trade and other payables | (1,118,772) | (332,281) | (92,779) | (387,356) | (480,006) | (89,918) | (2,501,112) |
| Current provisions | (46,127) | (3,167) | (3,029) | (2,460) | (1,528) | (6,041) | (62,352) |
| Other current liabilities | (4,611) | 782 | - | (829) | (3,232) | - | (7,890) |
| Other current borrowed liabilities | (71,263) | (6,478) | (5,176) | (18,606) | (96,078) | (26) | (197,627) |
| Total working capital | (524,541) | (24,114) | 57,424 | (46,394) | 112,222 | 92,087 | (333,316) |
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| January - December 2022 | |||||||
| ITEM | WESTERN | EASTERN | MERCOSUR | NORTH | ASIA | GESCRAP | TOTAL |
| EUROPE | EUROPE | AMERICA | |||||
| Revenue | 4,278,235 | 1,597,353 | 865,771 | 2,325,561 | 1,641,970 | 17,554 | 10,726,444 |
| EBITDA | 457,628 | 232,315 | 105,245 | 195,992 | 216,324 | 2,028 | 1,209,532 |
Recurring operating transactions between subsidiaries in different segments are not material.
The "EBITDA" heading of each segment includes the billing of costs of the Group's corporate services. Said billing was carried out on the basis of:
The additions of Other intangible assets (Note 10.b) by segments are as follows:

| Thousands of euros | ||
|---|---|---|
| Segment | 31-12-2023 | 31-12-2022 |
| Western Europe | 76,499 | 75,431 |
| Eastern Europe | 12,752 | 8,612 |
| Mercosur | 1,970 | 1,886 |
| North America | 10,442 | 5,808 |
| Asia | 9,444 | 10,810 |
| Gescrap | 347 | - |
| Total | 111,454 | 102,547 |
| Thousands of euros | ||
| Segment | 31-12-2023 | 31-12-2022 |
| Western Europe | 195,709 | 155,496 |
| Eastern Europe | 147,987 | 129,100 |
| Mercosur | 37,907 | 34,812 |
| North America | 242,971 | 152,489 |
| Asia Gescrap |
197,431 16,209 |
224,082 - |
The additions of Property, plant and equipment (Note 11) by segments are as follows:
| Thousands of euros | ||
|---|---|---|
| Thousands of euros | ||
| Segment | 31-12-2023 | 31-12-2022 |
| Western Europe | 195,709 | 155,496 |
| Eastern Europe | 147,987 | 129,100 |
| Mercosur | 37,907 | 34,812 |
| North America | 242,971 | 152,489 |
| Asia | 197,431 | 224,082 |
| Gescrap | 16,209 | - |
Additions of Property, plant and equipment at December 31, 2023 include additions from rights of use in the amount of 65,285 thousand euros (115,897 thousand euros at December 31, 2022).
The three most representative customers (including the companies of their respective groups) account for 46.17% of the total net turnover at December 31, 2023 (51.1% of turnover as at December 31, 2022), each accounting for more than 11.0% of turnover as at December 31, 2022 (more than 10.0% as at December 31, 2022).
Note 10. Intangible assets
a) Consolidation goodwill
The movement in this heading in 2023 and 2022 is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| Balance at | Changes in scope | Translation | Balance at | |
| Segment / CGU | 31-12-2022 | of consolidation | differences | 31-12-2023 |
| Western Europe | ||||
| Gestamp Hard Tech, AB | 34,274 | - | 70 | 34,344 |
| Gestamp Metalbages S.A. | 15,622 | - | - | 15,622 |
| Gestamp Aveiro, S.A. | 7,395 | - | - | 7,395 |
| Gestamp Levante, S.A. | 6,944 | - | - | 6,944 |
| Griwe Subgroup | 6,466 | - | - | 6,466 |
| Adral, Mat. Pta. Punto, S.L. | 857 | - | - | 857 |
| Reparaciones Industriales Zaldibar, S.L. | 444 | - | - | 444 |
| Subgrupo Gestión Global de Matricería | - | 17,992 | (585) | 17,407 |
| Eastern Europe | ||||
| Beyçelik Gestamp Otomotiv Sanayi, A.S. | 3,589 | - | (1,386) | 2,203 |
| Gestamp Severstal Vsevolozhsk, LLC | 95 | - | (20) | 75 |
| Çelik Form Gestamp Otomotiv, A.S. | 623 | - | (241) | 382 |
| Gestamp Beycelik Romania, S.R.L. | 906 | - | (5) | 901 |
| Mercosur | ||||
| Gestamp Brasil Industria de Autopeças, S.A. | 6,315 | - | 357 | 6,672 |
| Asia | ||||
| Gestamp Services India Private, Ltd. | 12 | - | (1) | 11 |
| Edscha Aditya Automotive Systems Pvte Ltd. | - | 1,183 | (50) | 1,133 |
| Gescrap | ||||
| Sideacero Subgroup Total |
43,925 127,467 |
- 19,175 |
397 (1,464) |
44,322 145,178 |
| Thousands of euros | ||||
| Balance at | Changes in scope | Translation | Balance at | |
| Segment / CGU | 31-12-2021 | of consolidation | differences | 31-12-2022 |
| Western Europe | ||||
| Gestamp HardTech AB | 37,160 | - | (2,886) | 34,274 |
| Gestamp Metalbages S.A. | 15,622 | - | - | 15,622 |
| Gestamp Aveiro, S.A. | 7,395 | - | - | 7,395 |
| Gestamp Levante, S.A. | 6,944 | - | - | 6,944 |
| Griwe Subgroup | 6,466 | - | - | 6,466 |
| Adral, matricería y puesta a punto S.L. | 857 | - | - | 857 |
| Reparaciones Industriales Zaldibar, S.L. | 444 | - | - | 444 |
| Eastern Europe Beyçelik Gestamp Otomotive Sanayi, A.S. |
4,756 | - | (1,167) | 3,589 |
| Gestamp Severstal Vsevolozhsk, Llc | 88 | - | 7 | 95 |
Translation differences at December 31, 2023 and December 31, 2022, correspond to the adjustments to the goodwill of companies whose functional currency is different from the euro, translated at the exchange rate prevailing at Consolidated Balance Sheet date, according to IAS 21 (Note 6.3).
The Group has implemented annual procedures to test goodwill for impairment. This assessment is carried out for each of the CGUs or groups of CGUs to which goodwill has been allocated.
A CGU is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash inflows from other assets or groups of assets.
As at December 31, 2023, and December 31, 2022, the recoverable amount of CGUs was determined by taking the higher of the fair value less costs necessary to sell the CGU or by calculating the value in use, using cash flow projections for a period of five years and based on the future performance of the businesses.
The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2023 and 2022, which are deemed to be prudent assumptions with respect to the growth rates from medium to long-term for the automobile industry.
The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on the Weighted Average Cost of Capital (WACC) and is determined by the average weighted cost of equity and the cost of borrowed funds in line with the financial structure set for the Group.
The discount rates before taxes applied to the CGUs whose goodwill is most significant in 2023 and 2022 were as follows:
| The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2023 | |||
|---|---|---|---|
| and 2022, which are deemed to be prudent assumptions with respect to the growth rates from | |||
| The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on the Weighted Average Cost of Capital (WACC) and is determined by the average weighted cost of |
|||
| equity and the cost of borrowed funds in line with the financial structure set for the Group. | |||
| The discount rates before taxes applied to the CGUs whose goodwill is most significant in 2023 and | |||
| Pre-tax discount rate | |||
| Segment | CGU | 2023 | 2022 |
| Western Europe Western Europe |
Gestamp HardTech, AB Gestamp Metalbages, S.A. |
9.89% 10.49% |
9.98% 10.32% |
| Western Europe | Gestamp Griwe Westerburg | 9.88% | 9.63% |
| Western Europe | Subgrupo Gestión Global de Matricería | 10.49% | - |
| Eastern Europe | Beyçelik Gestamp Otomotiv Sanayi, A.S. | 16.69% | 17.48% |
It is concluded that the recoverable value is higher than the carrying amount for all the CGUs, so the Group can recover the value of goodwill recognised at December 31, 2023 and December 31, 2022.
The economic projections made in previous years did not present significant differences with regard to the actual data or, if applicable, they would not have led to impairment.
The Parent Company's management performs a sensitivity analysis, particularly in relation to the discount rate used and the residual growth rate, in order to ensure that possible changes in the estimation of such rates have no impact on the recovery of the values mentioned above, where value in use is the benchmark. The following increases or decreases, expressed in percentage points, have been assumed: Key assumptions Variation
| Discount rate | + 0.5 |
|---|---|
| Perpetual growth rate | - 0.5 |
| EBITDA margin on sales | - 1.0 |
Based on the analysis performed, it is clear that at December 31, 2023, there is still a gap between the recoverable amount and the carrying amount of the main CGUs.
The breakdown and movements of the different categories of Other intangible assets are:

| Balance at | Thousands of euros | Balance at | ||||||
|---|---|---|---|---|---|---|---|---|
| Changes in scope of | Translation differences | Hyperinflation | Other movements | |||||
| 31-12-2022 | consolidation | Additions | Disposals | adjustment | 31-12-2023 | |||
| Cost | ||||||||
| Development costs | 702,663 | 106 | 69,930 | (10,464) | (3,168) | - | 10,668 | 769,735 |
| Concessions | 16,076 | - | - | (560) | (991) | - | - | 14,525 |
| Patents, licences and trademarks | 38,616 | - | 107 | (1,879) | 13 | - | (701) | 36,156 |
| Goodwill | 604 | - | 7,690 | - | (183) | - | (6,870) | 1,241 |
| Transfer rights | 7,206 | 604 | - | - | (422) | - | - | 7,388 |
| 265,991 | 490 | 18,374 | (4,998) | (1,187) | 612 | 13,795 | 293,077 | |
| Software | 15,353 | (3) | (76) | - | (605) | 28,895 | ||
| Prepayments | 14,226 | 16,287 | 1,151,017 | |||||
| Total cost | 1,045,382 | 1,200 | 111,454 | (17,904) | (6,014) | 612 | ||
| Amortisation and impairment | ||||||||
| Development costs | (443,330) | - | (71,379) | 8,589 | 2,216 | - | (4,050) | (507,954) |
| Concessions | (4,206) | - | (319) | 560 | 267 | - | - | (3,698) |
| Goodwill | - | - | (4,008) | - | (93) | - | 4,101 | - |
| Patents, licences and trademarks | (4,128) | - | (66) | 1,879 | (624) | - | 1,035 | (1,904) |
| Transfer rights | (1,198) | - | (138) | - | 63 | - | - | (1,273) |
| Software | (188,176) | - | (26,194) | 4,451 | 632 | - | 529 | (208,758) |
| Accumulated amortisation | (641,038) | - | (102,104) | 15,479 | 2,461 | - | 1,615 | (723,587) |
| Impairment of intangible assets Net value |
(2,907) 401,437 |
- 1,200 |
(298) 9,052 |
329 (2,096) |
10 (3,543) |
- 612 |
260 18,162 |
(2,606) 424,824 |
| Changes in the scope of consolidation at December 31, 2023, amounting to 1,200 thousand euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| correspond to those generated in the business combination of the Gestión Global de Matricería | ||||||||
| Subgroup, Global Laser Araba, S.L. and Edscha Aditya Automotive Systems Pvt Ltd. (Note 3). | ||||||||
| Additions to development expenses mainly correspond to development and design costs of portfolio | ||||||||
| projects, as well as the application of new technologies and the introduction of new materials related | ||||||||
| to the business. | ||||||||
| The inflation adjustment corresponds to the restatement of the value of non-current assets in | ||||||||
| Argentina and Turkey, under IAS 29 (Note 4.5). | ||||||||
| The net value of Other movements mainly reflects reclassifications between Intangible and tangible | ||||||||
| assets. | ||||||||
| Thousands of euros | ||||||||
| Balance at | Balance at | |||||||
| Changes in scope of | Translation differences | Hyperinflation | Other movements | |||||
| 31-12-2021 | consolidation | Additions | Disposals | adjustment | 31-12-2022 | |||
| Cost | ||||||||
| Development costs | 646,877 | 72,990 | (20,526) | 1,828 | 1,494 | 702,663 | ||
| Concessions | 18,649 | 11 | (360) | (2,224) | 16,076 | |||
| Patents, licences and trademarks | 39,728 | 39 | 162 | (172) | (1,141) | 38,616 | ||
| Goodwill | 852 | 353 | (601) | 604 | ||||
| Transfer rights Software |
5,269 238,886 |
21 836 |
18,418 | (5,013) | (156) 1,872 |
2,330 | 2,072 8,662 |
7,206 265,991 |
| Prepayments | 10,760 | 10,977 | 183 | (7,694) | 14,226 | |||
| Total cost | 961,021 | 907 | 102,547 | (25,539) | 3,548 | 2,330 | 568 | 1,045,382 |
| Amortisation and impairment Development costs |
(390,125) | (71,920) | 19,846 | (1,362) | 231 | (443,330) | ||
| Concessions | (4,277) | (7) | (344) | 96 | 326 | (4,206) | ||
| Goodwill | - | - | ||||||
| Patents, licences and trademarks | (6,458) | (39) | (221) | (70) | 2,660 | (4,128) | ||
| Transfer rights | (808) | (10) | (124) | 23 | (279) | (1,198) | ||
| Software | (168,910) | (504) | (21,827) | 5,011 | (947) | (999) | (188,176) | |
| (570,578) | (560) | (94,436) | 24,857 | (2,260) | - | 1,939 | (641,038) | |
| Accumulated amortisation | (2,907) | |||||||
| Impairment of intangible assets Net value |
401,437 | |||||||
| (2,924) 387,519 |
347 | (294) 7,817 |
(682) | 5 1,293 |
2,330 | 306 2,813 |
Additions to R&D expenses mainly correspond to development and design costs of portfolio projects, as well as the application of new technologies or the introduction of new materials related to the business.
The inflation adjustment corresponds to the restatement of the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5).
The net value of Other movements mainly reflects reclassifications between PP&E and intangible assets.
| The most significant investments by segment are shown in Note 9. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Development expenses corresponding to projects not fulfilling requirements to be capitalised were registered in the heading Other operating expenses in the Consolidated Income Statement, and they amount to 1,085 thousand euros at December 31, 2023 (December 31, 2022: 2,185 thousand euros). |
||||||||
| Impairment test on assets with indefinite useful lives | ||||||||
| Assets with indefinite useful life are yearly tested by the royalty relief method to identify impairment. | ||||||||
| Property, plant and equipment | ||||||||
| It is concluded that their recoverable value is far higher than their net carrying amount. Note 11. The breakdown and changes in the items comprising Property, plant and equipment are as follows: |
||||||||
| Balance at | Changes in scope of | Thousands of euros | Translation | Hyperinflation | Other | Balance at | ||
| 31-12-2022 | consolidation | Additions | Disposals | differences | adjustment | movements | 31-12-2023 | |
| Cost | ||||||||
| Land and buildings | 2,256,255 | 11,296 | 57,651 | (15,951) | (30,188) | 5,164 | 24,897 | 2,309,124 |
| Plant and other PP&E | 7,168,899 | 46,018 | 240,202 | (167,281) | (46,910) | 16,546 | 198,157 | 7,455,631 |
| PP&E under construction and prepayments | 488,981 | 877 | 540,361 | (102) | (33,305) | 1,128 | (291,401) | 706,539 |
| Total cost | 9,914,135 | 58,191 | 838,214 | (183,334) | (110,403) | 22,838 | (68,347) | 10,471,294 |
| Amortisation and impairment | ||||||||
| Land and buildings | (728,456) | - | (90,649) | 15,388 | 9,275 | (2,013) | 2,343 | (794,112) |
| Plant and other PP&E Accumulated amortisation and impairment |
(4,540,028) (5,268,484) |
- - |
(481,852) (572,501) |
157,623 173,011 |
31,960 41,235 |
(19,824) (21,837) |
50,377 52,720 |
(4,801,744) (5,595,856) |
The cost value of the Additions to property, plant and equipment at December 31, 2023 relates mainly to investments being made in plants and production lines to increase the Group's production capacity, as well as replacements for the maintenance of activities.
The inflation adjustment, which includes the amortisation of the year, corresponds to the restatement of the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5).
The net value of Other movements mainly reflects reclassifications between PP&E and intangible assets and other items.

| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance at | Changes in scope of | Translation | Hyperinflation | Other | Balance at | |||
| 31-12-2021 | consolidation | Additions | Disposals | differences | adjustment | movements | 31-12-2022 | |
| Cost | ||||||||
| Land and buildings | 2,027,804 | 21,485 | 126,965 | (37,927) | 26,375 | 24,876 | 66,677 | 2,256,255 |
| Plant and other PP&E | 6,583,652 | 81,140 | 182,206 | (148,674) | 85,279 | 128,305 | 256,991 | 7,168,899 |
| PP&E under construction and prepayments | 415,675 | 3,897 | 386,808 | (4,290) | (548) | 11,496 | (324,057) | 488,981 |
| Total cost | 9,027,131 | 106,522 | 695,979 | (190,891) | 111,106 | 164,677 | (389) | |
| Amortisation and impairment | 9,914,135 | |||||||
| Land and buildings Plant and other PP&E |
(650,041) (4,052,871) |
(5,215) (54,885) |
(83,527) (478,988) |
21,905 143,997 |
(4,787) (27,343) |
(7,269) (83,583) |
478 13,645 |
(728,456) (4,540,028) |
| Accumulated amortisation and impairment | (4,702,912) | (60,100) | (562,515) | 165,902 | (32,130) | (90,852) | 14,123 | (5,268,484) |
The cost value of the property, plant and equipment additions at December 31, 2022, mainly corresponded to investments being made in plants and production lines, with the aim of increasing the productive capacity of the Group, as well as to capital expenditure to maintain existing activities, basically corresponding to companies located in China, the USA, Germany, Turkey, Brazil, United Kingdom, Spain, Mexico, Romania, France, Poland, India, Japan, Czech Republic and Bulgaria.
| the productive capacity of the Group, as well as to capital expenditure to maintain existing activities, | ||||||
|---|---|---|---|---|---|---|
| basically corresponding to companies located in China, the USA, Germany, Turkey, Brazil, United Kingdom, Spain, Mexico, Romania, France, Poland, India, Japan, Czech Republic and Bulgaria. |
||||||
| The inflation adjustment, which includes the amortisation of the year, corresponded to the restatement of the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5). |
||||||
| The net value of Other movements mainly reflected reclassifications between inventories, PP&E and intangible assets. |
||||||
| The depreciation and impairment charges for property, plant and equipment included an extraordinary charge of 20.7 million euros for the Group's assets in Russia (Note 21). |
||||||
| Thousands of euros | ||||||
| Balance at | Balance at | |||||
| 31-12-2022 | Additions | Disposals | Translation differences |
31-12-2023 | ||
| Cost | ||||||
| Right of use Land and buildings | 456,779 | 40,226 | (12,829) | (11,385) | 472,791 | |
| The changes in PP&E at December 31, 2023, relating to the effect of rights of use are as follows: Right of use Plant and other PP&E |
283,740 | 25,059 | (31,116) | (18,700) | 258,983 | |
| Total cost | 740,519 | 65,285 | (43,945) | (30,085) | 731,774 | |
| Amortisation and impairment | ||||||
| Right of use Land and buildings | (129,361) | (46,323) | 12,829 | 2,455 | (160,400) | |
| Right of use Plant and other PP&E | (132,051) | (36,062) | 26,285 | 2,966 | (138,862) | |
| Accumulated amortisation and impairment Net value |
(261,412) 479,107 |
(82,385) (17,100) |
39,114 (4,831) |
5,421 (24,664) |
(299,262) 432,512 |

| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Balance at | Changes in scope of |
Translation | Balance at | |||
| 31-12-2021 | consolidation | Additions | Disposals | differences | 31-12-2022 | |
| Cost | ||||||
| Right of use Land and buildings | 366,048 | - | 104,511 | (19,129) | 5,349 | 456,779 |
| Right of use Plant and other PP&E | 278,008 | 4,338 | 11,386 | (7,006) | (2,986) | 283,740 |
| Total cost | 644,056 | 4,338 | 115,897 | (26,135) | 2,363 | 740,519 |
| Amortisation and impairment | ||||||
| Right of use Land and buildings Right of use Plant and other PP&E |
(103,342) (98,586) |
- (2,183) |
(40,051) (35,729) |
14,188 6,277 |
(156) (1,830) |
(129,361) (132,051) |
| Accumulated amortisation and impairment | (201,928) | (2,183) | (75,780) | 20,465 | (1,986) | (261,412) |
| Net value | 442,128 | 2,155 | 40,117 | (5,670) | 377 | 479,107 |
| Changes in the consolidation scope in 2022 related to lease agreements generated in the business | ||||||
| combination of the Sideacero Subgroup (Note 3). | ||||||
| The effect of the asset revaluation that was carried out in 2007 as a result of the IFRS transition is as | ||||||
| follows: | ||||||
| Thousands of euros | ||||||
| 31-12-2023 | 31-12-2022 | |||||
| Initial cost | 266,567 | 266,567 | ||||
| Fair value | 509,428 | 509,428 | ||||
| Revaluation | 242,861 | 242,861 | ||||
| Accumulated amortisation | (69,473) | (65,368) | ||||
| Deferred tax liabilities | (43,488) | (44,578) | ||||
| Total | 129,900 | 132,915 | ||||
| Non-controlling interests | (23,450) | (23,666) |
| Thousands of euros | ||||
|---|---|---|---|---|
| 31-12-2023 | 31-12-2022 | |||
| Initial cost | 266,567 | 266,567 | ||
| Fair value | 509,428 | 509,428 | ||
| Revaluation | 242,861 | 242,861 | ||
| Accumulated amortisation | (69,473) | (65,368) | ||
| Deferred tax liabilities Total |
(43,488) 129,900 |
(44,578) 132,915 |
||
| Non-controlling interests | (23,450) | (23,666) | ||
| Reserves (Note 17.3.b)) | (109,249) | (112,022) | ||
| Profit for the year Total |
2,799 (129,900) |
2,773 (132,915) |
The detail, by segment, of PP&E at December 31, 2023, and December 31, 2022, respectively, was as follows:
| Thousands of euros | |||
|---|---|---|---|
| Segment / Country | Net carrying amount 2023 |
Net carrying amount 2022 |
|
| Western Europe | 1,422,201 | 1,401,568 | |
| Spain | 626,732 | 619,300 | |
| Germany | 419,232 | 390,072 | |
| France | 112,709 | 106,401 | |
| Portugal | 62,673 | 67,256 | |
| Sweden | 9,959 | 10,216 | |
| United Kingdom Morocco |
169,951 20,945 |
186,219 22,095 |
|
| Luxembourg | - | 9 | |
| Eastern Europe | 791,652 | 739,502 | |
| Poland | 197,872 | 189,289 | |
| Russia | 19,022 | 35,612 | |
| Hungary | 41,752 | 21,388 | |
| Czech Republic | 104,469 | 119,296 | |
| Romania | 73,182 | 44,373 | |
| Turkey | 200,099 | 187,944 | |
| Slovakia | 112,887 | 118,692 | |
| Bulgaria | 42,369 | 22,908 | |
| Mercosur | Argentina | 319,731 45,859 |
314,437 60,794 |
| Brazil | 273,872 | 253,643 | |
| North America | 1,442,076 | 1,358,368 | |
| USA | 1,059,833 | 1,046,736 | |
| Mexico | 382,243 | 311,632 | |
| Asia | 845,786 | 785,354 | |
| China | 642,009 | 615,745 | |
| India | 118,874 | 97,123 | |
| South Korea Japan |
37,106 47,390 |
36,259 35,764 |
|
| Taiwan | 84 | 96 | |
| Thailand | 323 | 367 | |
| Gescrap | 53,992 | 46,422 | |
| Sideacero Subgroup | 53,992 | 46,422 | |
| Total | 4,875,438 | 4,645,651 |
Impairment tests calculate recoverable value and are carried out for those CGU's whose signs of deterioration are found according to indicators mentioned in Note 6.7. Certain of the Group's CGUs show signs of impairment as in the previous year, for which an impairment test has been carried out by calculating their recoverable value.
The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2023 and 2022, which are deemed to be prudent assumptions with respect to the growth rates from medium to long-term for the automobile industry.
The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on the Weighted Average Cost of Capital (WACC) and is determined by the average weighted cost of equity and the cost of borrowed funds in line with the financial structure set for the Group.
The volume of assets with respect to which the impairment test is performed with regard to the Group's total PP&E was 38% in 2023 (22% in 2022).

The CGUs' recoverable value at December 31, 2023, was determined by choosing the higher of the fair value less the necessary costs to sell the CGU, and the calculation of value in use, using cash flow projections covering a five-year period, based on future business performance.
The discount rates before taxes applied to the CGUs with impairment indicators for 2023 and 2022 were as follows:
| The CGUs' recoverable value at December 31, 2023, was determined by choosing the higher of the fair | ||||
|---|---|---|---|---|
| value less the necessary costs to sell the CGU, and the calculation of value in use, using cash flow | ||||
| projections covering a five-year period, based on future business performance. | ||||
| The discount rates before taxes applied to the CGUs with impairment indicators for 2023 and 2022 | ||||
| 2023 | 2022 | |||
| Segment | WACC rate before taxes |
Perpetual growth rate |
WACC rate before taxes |
Perpetual growth rate |
| Western Europe | 9.9% - 11.2% | 1.00% | 9.6% - 11.1% | 1.00% |
| Eastern Europe | 11.3% - 16.7% | 1.00% | 9.6% - 17.5% | 1.00% |
| Asia | 9.1% - 14.3% | 1.00% | 9.1% - 15.5% | 1.00% |
| North America | 10.7% | 1.00% | 10.6% | 1.00% |
The Group identifies which leases would need to be transferred in the event of a hypothetical sale of the CGU. In case of necessary lease contracts, the right of use is part of the contrast value, and the Group deducts the lease liability from both the contrast value of the CGU and its value in use. In general, CGUs with indications of impairment, with the exception of those that are lessees of land and buildings, did not have significant lease agreements and, as a practical solution, no lease liability has been taken into account in either the contrast value or the value in use.
It is concluded that the recoverable amount is higher than the net book value in all CGU's, allowing the Group to recover the value of the consolidated goodwill recognised at December 31, 2023, and December 31, 2022.
The economic projections made in previous years did not present significant differences with regard to the actual data or, if applicable, they would not have led to impairment.
The Parent Company's management performs a sensitivity analysis, particularly in relation to the discount rate used and the residual growth rate, in order to ensure that possible changes in the estimation of such rates have no impact on the recovery of the values mentioned above, where value in use is the benchmark. The following increases or decreases, expressed in percentage points, have been assumed: Key assumptions Variation
| Discount rate | + 0.5 |
|---|---|
| Perpetual growth rate | - 0.5 |
| EBITDA margin on sales | - 1.0 |
Based on the analysis performed, it is clear that at December 31, 2023, there is still a gap between the recoverable amount and the carrying amount of the main CGUs.
At December 31, 2023 and December 31, 2022, there were no items of property, plant, and equipment set aside to secure bank loans.
| Note 12. Financial investments |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| The detail, by class and maturity, of the Group's financial investments at December 31, 2023, and | ||||||||||
| December 31, 2022, in thousands of euros, is as follows: | ||||||||||
| Thousands of euros | ||||||||||
| Investments accounted for using the equity method |
Loans granted | Derivative financial instruments | Current securities portfolio | Other financial assets | ||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| Non-current financial assets | 13,492 | 16,852 | 3,144 | 24,379 | 103,572 | 130,849 | - | - | 15,257 | 11,708 |
| Investments accounted for using the equity method | 13,492 | 16,852 | - | - | - | - | - | - | - | - |
| Held-to-maturity investments | - - | - | - | - | - | - | - | 448 | 449 | |
| Loans and receivables Derivative financial instruments (Note 23.b.1)) |
- - |
- - |
3,144 - |
24,379 - |
- 103,572 |
- 130,849 |
- - |
- - |
14,809 - |
11,259 - |
| Current financial assets | - | - | 6,765 | 7,437 | - | - | 88,018 | 23,574 | 54,875 | 73,610 |
| Held-to-maturity investments Loans and receivables |
- | - - - |
- 6,765 |
- 7,437 |
- - |
- - |
88,018 - |
23,574 - |
- 54,875 |
- 73,610 |
| Total financial assets | 13,492 | 16,852 | 9,909 | 31,816 | 103,572 | 130,849 | 88,018 | 23,574 | 70,132 | 85,318 |
| a) Non-current financial assets |
||||||||||
| The movement in non-current financial assets at December 31, 2023, and December 31, 2022 is shown below: |
||||||||||
| Investments accounted | for using the equity method |
Thousands of euros Loans granted |
Derivative financial instruments |
Other financial assets |
||||||
| Balance at December 31, 2021 | 16,764 | 55,238 | 26,246 | 9,969 | ||||||
| Changes in scope of consolidation | - | 96 | - | 283 | ||||||
| Additions | - | 1,101 | - | 2,322 | ||||||
| Disposals | - | (5,321) | - | (1,061) | ||||||
| Change in valuation of derivatives | - | - | 104,603 | - | ||||||
| Transfers Dividends |
(2,568) | - | (27,907) | - | - - |
- - |
| a) Non-current financial assets The movement in non-current financial assets at December 31, 2023, and December 31, 2022 is |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Thousands of euros | |||||||||
| Investments accounted for using the equity method |
Loans granted | Derivative financial instruments |
Other financial assets |
||||||
| Balance at December 31, 2021 | 16,764 | 55,238 | 26,246 | 9,969 | |||||
| Changes in scope of consolidation | - | 96 | - | 283 | |||||
| Additions | - | 1,101 | - | 2,322 | |||||
| Disposals | - | (5,321) | - | (1,061) | |||||
| Change in valuation of derivatives | - | - | 104,603 | - | |||||
| Transfers | - | (27,907) | - | - | |||||
| Dividends | (2,568) | - | - | - | |||||
| Other movements | - | 1,062 | - | (6) | |||||
| Profit for the year | 2,951 | - | - | - | |||||
| Translation differences | (295) | 110 | - | 201 | |||||
| 16,852 | 24,379 | 130,849 | 11,708 | ||||||
| Balance at December 31, 2022 | |||||||||
| Changes in scope of consolidation | (1,109) | (21,400) | - | 215 | |||||
| Additions | - | 832 | - | 4,547 | |||||
| Disposals | - | (318) | - | (1,106) | |||||
| Change in valuation of derivatives | - | - | (27,277) | - | |||||
| Transfers | - | (373) | - | 188 | |||||
| Dividends | (3,273) | - | - | - | |||||
| Other movements | - | 15 | - | (73) | |||||
| Profit for the year | 1,249 | - | - | - | |||||
| Translation differences Balance at December 31, 2023 |
13,492 | (227) | 3,144 | 9 | 103,572 | - | (222) 15,257 |
In 2023, the Parent has acquired 70% of Gestión Global de Matricería, S.L. which holds, in turn, 100% of the capital in the following companies: of GGM Puebla, S.A. de C.V.; Kunshan Gestool Tooling Manufacturing Co, Ltd.; IxCxT, S.A.; Ingenería y Construcción Matrices, S.A.; and GGM Puebla de Servicios Laborales, S.A. de C.V. (Note 2.b and Note 3)
Prior to this acquisition, the Parent held a 30% stake and, as a result of this transaction, control of this company and its subsidiaries has been acquired and they are no longer accounted for using the equity method but are fully consolidated. The value of this interest at the date of the transaction was zero because it was fully impaired.
Also, in 2023 the Parent acquired 70% of the shares in Global Laser Araba, S.L. Previously, the Parent held a 30% stake in Global Laser Araba, S.L. and, as a result of this transaction, control of this company has been acquired and they are no longer accounted for using the equity method but are fully consolidated. The value of this interest at the date of the transaction was 1,176 thousand euros.
In 2022, Beta Steel, S.L. was consolidated using the equity method. DJC Recyclage SARL and Car Recycling, S.L., part of the Sideacero Subgroup, as well as the Changchun Xuyang Gestamp Auto Components Co. Ltd., were included in the scope of consolidation using the equity method. The consolidation of these companies did not have a significant impact on these Consolidated Financial Statements.
Profit for 2023 and 2022, amounting to 1,249 thousand euros and 2,951 thousand euros, respectively, related to the application of the percentage of ownership interest to the results obtained by each company.
In addition, at December 31, 2023, the Share of profit/(loss) from associates using the equity method in the Consolidated Income Statement also includes the percentage share in the loss obtained by Global Laser Araba, S.L. at the date of the transaction amounting to 20 thousand euros.
Dividends amounting to 3,273 thousand euros at December 31, 2023 (2,568 thousand euros at December 31, 2022) corresponded to the dividend distributed by Gestamp Auto Components Sales (Tianjin) Co., Ltd., consolidated by the equity method, to the subsidiary Gestamp China Holding, Co. Ltd.
The summarised financial information on the Group's investment in these associates in 2023 and 2022 is as follows:
| S.L. | (Tianjin) Co., Ltd. | subsidiaries | Extrusions, S.A. | Tamer, S.A. | ||
|---|---|---|---|---|---|---|
| Global Laser Araba | Gestamp Auto Components Sales |
GGM and | Etem Gestamp Aluminium |
Industrias | ||
| 31-12-2022 | ||||||
| Thousands of euros | ||||||
| Carrying amount of investment | 4,548 | 8,735 | 174 | 35 | ||
| Percentage of shareholding | 49% | 49% | 43% | 49% | ||
| Translation differences | 350 | - | - | - | ||
| Equity | (9,632) | (17,827) | (405) | (71) | ||
| Total current liabilities | (111,419) | (51,742) | (751) | (1) | ||
| Total non-current liabilities | - | (11,026) | (17) | - | ||
| Total current assets | 120,672 | 20,343 | 277 | 70 | ||
| Total non-current assets | 29 | 60,252 | 896 | 2 | ||
| (Tianjin) Co., Ltd. | Extrusions, S.A. | Tamer, S.A. | Components Co. Ltd. | |||
| Components Sales | Aluminium | Industrias | Gestamp Auto | |||
| Gestamp Auto | Etem Gestamp | Changchun Xuyang | ||||
| 31-12-2023 | ||||||
| Thousand of euros | ||||||
| The summarised financial information on the Group's investment in these associates in 2023 and 2022 | ||||||
| Ltd., consolidated by the equity method, to the subsidiary Gestamp China Holding, Co. Ltd. | ||||||
| 31, 2022) corresponded to the dividend distributed by Gestamp Auto Components Sales (Tianjin) Co., | ||||||
| Dividends amounting to 3,273 thousand euros at December 31, 2023 (2,568 thousand euros at December | ||||||
| Global Laser Araba, S.L. at the date of the transaction amounting to 20 thousand euros. | ||||||
| in the Consolidated Income Statement also includes the percentage share in the loss obtained by | ||||||
| In addition, at December 31, 2023, the Share of profit/(loss) from associates using the equity method | ||||||
| Thousand of euros 31-12-2023 Industrias Tamer, S.A. 43% Thousands of euros 31-12-2022 |
Changchun Xuyang Gestamp Auto Components Co. Ltd. 49% Industrias |
|---|---|
| Etem Gestamp GGM and Aluminium subsidiaries Extrusions, S.A. |
Tamer, S.A. |
| 30,673 | 56,941 1,027 |
| 111,371 | 23,158 689 |
| (21,548) | (13,611) (156) |
| (142,446) | (45,104) (637) |
| 21,687 | (21,384) (923) |
| 263 | - |
| 30% | 49% 43% |
| 10,478 397 |
|
| - |
| Condensed income statement: | |||||
|---|---|---|---|---|---|
| Thousands of euros | |||||
| 31-12-2023 | |||||
| Gestamp Auto | Etem Gestamp | Changchun Xuyang | |||
| Components Sales | Aluminium Extrusions, | Industrias | Gestamp Auto | ||
| (Tianjin) Co., Ltd. | S.A. | Tamer, S.A. | Components Co. Ltd. | ||
| Operating income | 499,089 | 3,651 | 1,467 | - | |
| Operating expense | (490,719) | (4,486) | (1,823) | (57) | |
| OPERATING PROFIT/LOSS | 8,370 | (835) | (356) | (57) | |
| Finance profit/loss | 92 | (2,604) | (35) | (0) | |
| Exchange gains (losses) | 365 | - | - | - | |
| Impairment and other gains/losses | - | - | (128) | - | |
| PROFIT/LOSS BEFORE TAX | 8,827 | (3,439) | (519) | (57) | |
| Income tax expense | (2,207) | - | - | - | |
| Restatement of prior years' profit/loss | - | (120) | - - |
||
| PROFIT/LOSS FOR THE YEAR | 6,620 | (3,559) | (519) | (57) | |
| Percentage of shareholding | 49% | 49% | 43% | 49% | |
| Participation of the Group in profit/loss for the year | 3,244 | (1,744) | (223) | (28) | |
| Thousands of euros | |||||
| 31-12-2022 | |||||
| Global Laser Araba | Gestamp Auto | GGM and | Etem Gestamp | Industrias | |
| S.L. | Components Sales | subsidiaries | Aluminium | Tamer, S.A. | |
| (Tianjin) Co., Ltd. | Extrusions, S.A. | ||||
| Operating income Operating expense |
6,441 (5,921) |
460,442 (453,115) |
21,497 (26,553) |
125,633 (124,247) |
2,140 (2,067) |
| OPERATING PROFIT/LOSS | 520 | 7,327 | (5,056) | 1,386 | 73 |
| Finance profit/loss | (84) | 97 | (825) | (1,121) | (18) |
| Exchange gains (losses) | - | 179 | 894 | - - |
|
| Impairment and other gains/losses | - | - | - | - (139) |
|
| PROFIT/LOSS BEFORE TAX | 436 | 7,603 | (4,987) | 265 | (84) |
| Income tax expense | - | (1,901) | (41) | - - |
|
| Restatement of prior years' profit/loss | (119) | - 5,028 |
(63) | (2) | |
| PROFIT/LOSS FOR THE YEAR | 317 | 5,702 | - | 202 | (86) |
| Percentage of shareholding | 30% | 49% | 30% | 49% | 43% |
| Participation of the Group in profit/loss for the year | 95 | 2,794 | - | 99 (37) |
|
| Components Sales | Aluminium Extrusions, | Gestamp Auto | |||
|---|---|---|---|---|---|
| (Tianjin) Co., Ltd. | S.A. | Tamer, S.A. | Components Co. Ltd. | ||
| Percentage of shareholding | 49% | 49% | 43% | 49% | |
| Thousands of euros | |||||
| 31-12-2022 | |||||
| Global Laser Araba | Gestamp Auto | GGM and | Etem Gestamp | Industrias | |
| S.L. | Components Sales | subsidiaries | Aluminium | Tamer, S.A. | |
| (Tianjin) Co., Ltd. | Extrusions, S.A. | ||||
| Operating income | 6,441 | 460,442 | 21,497 | 125,633 | 2,140 |
| Operating expense OPERATING PROFIT/LOSS |
(5,921) 520 |
(453,115) 7,327 |
(26,553) (5,056) |
(124,247) 1,386 |
(2,067) 73 |
| Finance profit/loss | (84) | 97 | (825) | (1,121) | (18) |
| Exchange gains (losses) | - | 179 | 894 | - - |
|
| Impairment and other gains/losses | - | - | - | - (139) |
|
| PROFIT/LOSS BEFORE TAX | 436 | 7,603 | (4,987) | 265 | (84) |
| Income tax expense | - | (1,901) | (41) | - - |
|
| Restatement of prior years' profit/loss | (119) | - 5,028 |
(63) | (2) | |
| PROFIT/LOSS FOR THE YEAR | 317 | 5,702 | - | 202 | (86) |
| Percentage of shareholding | 30% | 49% | 30% | 49% | 43% |
| Participation of the Group in profit/loss for the year | 95 | 2,794 | - | 99 (37) |
|
| a.2) Loans granted The heading Loans granted mainly includes the balance of the companies Gestamp Sorocaba Industria |
|||||
| de Autopeças. Ltda. and Edscha do Brasil Ltda. hold with the Brazilian public authorities, amounting to |
The heading Loans granted mainly includes the balance of the companies Gestamp Sorocaba Industria de Autopeças. Ltda. and Edscha do Brasil Ltda. hold with the Brazilian public authorities, amounting to 1,193 thousand and 380 thousand euros, respectively, at December 31, 2023 (1,114 thousand and 238 thousand euros at December 31, 2022, respectively).
In addition, this item as at December 31, 2022, related mainly to the loan granted by the Parent to Gestión Global de Matricería, S.L. for 21,400 thousand euros. In 2023, this company was fully consolidated following the taking of control (Note 3).
The most significant Transfers in 2022 corresponded to the transfer of loans granted to Group employees for the purchase from Acek Desarrollo y Gestión Industrial, S.L. of shares in the Parent in 2016. The term of the agreements is seven years from the date of signature, with maturity set for the third quarter of 2023, and therefore the outstanding balance at December 31, 2022, which amounted to 27,907 thousand euros, was reclassified to short-term under "Other receivables" (Note 15.b).
Derivative financial asset instruments amounting to 103,572 thousand euros at December 31, 2023 (December 31, 2022: 130,849 thousand euros) are detailed in Note 23.b.1).
The amount recognised under "Other financial investments" at December 31, 2023, includes mainly guarantees and deposits made as security for leases, amounting to 14,809 thousand euros (10,640 thousand euros at December 31, 2022).
The changes in the scope of consolidation at December 31, 2023, amounting to 215 thousand euros correspond to the guarantees and deposits generated in the business combination of the Subgroup Gestión Global de Matricería and in the business combination of the company Global Laser Araba, S.L. amounting to 179 thousand euros and 36 thousand euros, respectively (Note 3).
The movement in current financial assets at December 31, 2023 and December 31, 2022 is shown below:
| The amount recognised under "Other financial investments" at December 31, 2023, includes mainly guarantees and deposits made as security for leases, amounting to 14,809 thousand euros (10,640 |
|||
|---|---|---|---|
| The changes in the scope of consolidation at December 31, 2023, amounting to 215 thousand euros correspond to the guarantees and deposits generated in the business combination of the Subgroup Gestión Global de Matricería and in the business combination of the company Global Laser Araba, S.L. amounting to 179 thousand euros and 36 thousand euros, respectively (Note 3). |
|||
| The movement in current financial assets at December 31, 2023 and December 31, 2022 is shown | Thousands of euros | ||
| Loans granted | Current securities portfolio |
Other financial assets |
|
| Balance at December 31, 2021 | 5,966 | 11,524 | 47,562 |
| Changes in consolidation scope | 1,090 | - | 16,444 |
| Additions | 1,008 | 19,216 | 34,755 |
| Disposals | (627) | (7,821) | (19,192) |
| Other movements | - | (8) | 18 |
| Translation differences | - | 663 | (5,977) |
| Balance at December 31, 2022 | 7,437 | 23,574 | 73,610 |
| Changes in consolidation scope | - | - | 32 |
| Additions | 1,969 | 70,187 | 19,216 |
| Disposals | (2,619) | (6,297) | (14,529) |
| Transfers | - | - | (17,332) |
| Other movements Translation differences |
- (22) |
671 (117) |
(491) (5,631) |
Credits mainly relate to the loan granted in 2021 by the Parent Company to the equity-accounted investee Etem Gestamp Aluminium Extrusions, S.A. in the amount of 5,000 thousand euros (Note 32). This loan matures in October 2024 and bears interest at a fixed rate of 1.7%.
Changes in the consolidation scope in 2022 amounting to 1,090 thousand euros related to the changes generated in the business combination of Sideacero Subgroup (Note 3).
The amount recorded under Current securities portfolio at December 31, 2023 and December 31, 2022 relate to current deposits taken out by the following companies:

| Thousands of euros 2023 |
2022 | Average return | |
|---|---|---|---|
| Gestamp Automoción, S.A. | 6,000 | 6,000 | 0.00% |
| Edscha do Brasil, Ltda | 6,859 | 6,378 | 100% CDI |
| Gestamp Sorocaba Industria de Autopeças Ltda. | 17,722 | 4,464 | 100% CDI |
| Gestamp Kartek Co. Ltd. | - | 6,703 | 5.00% |
| Recuperaciones Férricas Asturianas, S.L. | 702 | - | 1.52% |
| Gestamp Brasil Industria de Autopeças, S.A | 56,668 | - | 101% - 104% CDI |
| Others | 67 | 29 | - |
The most significant retirements at December 31, 2023, relate mainly to the maturity of short-term deposits arranged by the company Gestamp Kartek Co. Ltd. for 6,297 thousand euros.
Additions at December 31, 2022, related to short-term deposits arranged mainly by the companies Gestamp Kartek Co. Ltd., Gestamp Sorocaba Industria de Autopeças, Ltda. and Edscha do Brasil Ltda.
The most significant retirements at December 31, 2022, related mainly to the maturity of short-term deposits arranged by the company Gestamp Kartek Co. Ltd.
The balance of Other financial investments at December 31, 2023 mainly includes bank deposits amounting to 52,552 thousand euros (71,135 thousand euros at December 31, 2022), and guarantees and deposits for 1,722 thousand euros (1,287 thousand euros at December 31, 2022).
Details of short-term bank deposits are as follows:
| Additions at December 31, 2022, related to short-term deposits arranged mainly by the companies Gestamp Kartek Co. Ltd., Gestamp Sorocaba Industria de Autopeças, Ltda. and Edscha do Brasil Ltda. |
|||
|---|---|---|---|
| The most significant retirements at December 31, 2022, related mainly to the maturity of short-term deposits arranged by the company Gestamp Kartek Co. Ltd. |
|||
| b.3) Other current financial investments | |||
| amounting to 52,552 thousand euros (71,135 thousand euros at December 31, 2022), and guarantees | |||
| Thousands of euros | |||
| 31-12-2023 | 31-12-2022 | Average return | |
| Gestamp Automotive India Private, Ltd | 23,334 | 36,991 | 3.50% |
| Gestamp Togliatti, Llc. | - | 2,127 | 2.16% |
| Edscha Pha, Ltd. | 18,891 | 12,662 | 3,92% - 4,08% |
| Gescrap - Autometal Comercio de Sucatas, S/A | - | 15,205 | 102,5% CDI |
| and deposits for 1,722 thousand euros (1,287 thousand euros at December 31, 2022). Details of short-term bank deposits are as follows: Gestamp Córdoba, S.A. |
559 | 3,472 | 2.01% |
| Gestamp Baires, S.A. | - | 738 | 2.01% |
| Gestamp Automotive Chennai Private Ltd Others |
9,767 1 |
- (60) |
5,60% - 6,90% |
Changes in the consolidation scope in 2023 amounting to 32 thousand euros related to the changes generated in the business combination of Gestión Global de Matricería Subgroup (Note 3).
| Note 13. Inventories |
|||||||
|---|---|---|---|---|---|---|---|
| The breakdown of the Consolidated Financial Statement at December 31, 2023, and December 31, 2022 is as follows: |
|||||||
| Thousands of euros | |||||||
| 2023 | 2022 | ||||||
| Commercial inventories | 70,575 | 78,541 | |||||
| Raw materials | 210,574 | 229,724 | |||||
| Parts and assemblies | 100,373 | 88,261 | |||||
| Spare parts | 138,961 | 120,416 | |||||
| Packaging materials Total cost of commodities and other consumables (*) |
2,837 523,320 |
2,945 519,887 |
|||||
| By-products, waste and recovered materials | 537 | 331 | |||||
| Prepayments to suppliers Total cost of inventories |
46,806 570,663 |
45,760 565,978 |
|||||
| Impairment of raw materials (*) | (14,018) | (13,817) | |||||
| Impairment of other supplies (*) | (9,597) | (10,997) | |||||
| Total impairment | (23,615) | (24,814) | |||||
| Total inventories | 547,048 | 541,164 | |||||
| (*) The variation in commodities and other supplies is recorded under "Consumption" in the Consolidated Income Statement and is detailed below: |
Change in inventories | Thousands of euros | |||||
| Balance at | Impairment | Reversal of impairment | Changes in inventories | Total | Changes in scope of consolidation |
Balance at | |
| 2022 | 3,023 | 410 | 2023 523,320 |
||||
| Raw materials and other supplies Impairment of raw materials and other supplies |
519,887 (24,814) |
- (4,862) |
- 6,061 |
3,023 - |
1,199 | - | (23,615) |
| Changes in | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Impairment | Reversal of impairment | Changes in inventories | Total | ||||||
| scope of consolidation | |||||||||
Changes in the scope of consolidation in 2023 in the amount of 410 thousand euros correspond to those generated in the business combination of the Gestión Global de Matricería Subgroup (28 thousand euros), and the companies Global Laser Araba, S.L. (15 thousand euros) and Edscha Aditya Automotive Systems Pvt Ltd. (367 thousand euros). In addition, Prepayments to suppliers includes 483 thousand euros also derived from these business combinations (Note 3). 2023 2022
No inventories were encumbered at December 31, 2023, or December 31, 2022.
The detail of the Consolidated Balance Sheet at December 31, 2023, and December 31, 2022 is as follows:
| Changes in the scope of consolidation in 2023 in the amount of 410 thousand euros correspond to | |||
|---|---|---|---|
| those generated in the business combination of the Gestión Global de Matricería Subgroup | |||
| (28 thousand euros), and the companies Global Laser Araba, S.L. (15 thousand euros) and Edscha | |||
| Aditya Automotive Systems Pvt Ltd. (367 thousand euros). In addition, Prepayments to suppliers | |||
| Consolidated Balance Sheet at December 31, 2023, and December 31, 2022 is as | |||
| Thousands of euros | |||
| Work in progress Semi-finished products |
120,795 143,874 |
137,354 147,056 |
|
| Finished products | 179,127 | 179,842 | |
| Trade receivables, tooling | 132,432 | 55,372 | |
| Total | 576,228 | 519,624 | |
| 59 | |||
Customer tools correspond to the income recognised pending invoicing. There are no prepayments exceeding the stage of completion by customer. The amount of the construction certificates for tools in progress, which were recognised by reducing the balance of the Customer receivables, tools heading at December 31, 2023, amounted to 689 million euros. Likewise, this item amounted to 752 million euros at December 31, 2022. 2023 2022
The detail of the Consolidated Balance Sheet at December 31, 2023 and December 31, 2022 is as follows:
| Customer tools correspond to the income recognised pending invoicing. There are no prepayments exceeding the stage of completion by customer. The amount of the construction certificates for tools in progress, which were recognised by reducing the balance of the Customer receivables, tools heading |
||
|---|---|---|
| at December 31, 2023, amounted to 689 million euros. Likewise, this item amounted to 752 million | ||
| Trade and other receivables/Other current assets and liabilities/Cash and cash equivalents | ||
| Thousands of euros | ||
| 2023 | 2022 | |
| The detail of the Consolidated Balance Sheet at December 31, 2023 and December 31, 2022 is as Trade receivables |
664,278 | 824,653 |
| Trade bills receivables | 33,125 | 27,577 |
| Trade receivables, by work-in-progress machinery | 57,295 | 68,165 |
| Trade receivables, doubtful collection | 2,385 | 2,288 |
| Impairment of trade receivables Trade receivables, related parties (Note 32.1) |
(7,391) 142,587 |
(7,084) 90,079 |
As indicated in Note 1, Group sales, as well as trade receivable balances, are concentrated across a limited number of customers due to the nature of the automotive industry. In general, trade receivable balances have high credit quality.
Under the heading Impairment of trade receivables, the change in the impairment provision amounting to 307 thousand euros was recognised at December 31, 2023, which included both the impairment charge to accounts receivable amounting to 352 thousand euros (171 thousand euros at December 31, 2022) (Note 27.c)), such as movements by bad debt receivables and the effect of translation differences. 2023 2022
The analysis of the age of the financial assets related to the sale of parts that had matured at December 31, 2023, and December 31, 2022, was as follows:
| As indicated in Note 1, Group sales, as well as trade receivable balances, are concentrated across a limited number of customers due to the nature of the automotive industry. In general, trade |
||
|---|---|---|
| Under the heading Impairment of trade receivables, the change in the impairment provision amounting to 307 thousand euros was recognised at December 31, 2023, which included both the impairment charge to accounts receivable amounting to 352 thousand euros (171 thousand euros at |
||
| Thousands of euros | ||
| 2023 | 2022 | |
| Less than 3 months | 42,245 | 31,393 |
| December 31, 2022) (Note 27.c)), such as movements by bad debt receivables and the effect of The analysis of the age of the financial assets related to the sale of parts that had matured at December Between 3 and 6 months |
5,149 | 13,184 |
| Between 6 and 9 months | 4,380 | 10,955 |
| Between 9 and 12 months | 3,169 | 5,174 |
| More than 12 months | 6,697 | 4,460 |
| Total outstanding past due receivables | 61,640 | 65,166 |
| Impairment provision | (7,391) | (7,084) |
The amounts of these past due financial assets that had not been provisioned relate to customers with no history of bad debts.
The amount of receivables assigned and not yet due by the Group under non-recourse factoring contracts entered into with financial institutions in Spain, France, the United States, Brazil, Portugal, Mexico, Poland, Hungary, Sweden, Turkey, the Czech Republic, Romania, Slovakia, Germany and the
United Kingdom, which have been derecognised in the Consolidated Balance Sheet, amounts to 779,495. thousand euros at December 31, 2023 (750,786 thousand euros as at December 31, 2022).
The expense recognised at December 31, 2023, for the assignment of the receivables under the nonrecourse factoring contracts amounted to 32,826 thousand euros (14,761 thousand euros at December 31, 2022) (Note 28.b)).
The detail of the Consolidated Balance Sheet at December 31, 2023, and December 31, 2022, is as follows:
| United Kingdom, which have been derecognised in the Consolidated Balance Sheet, amounts to thousand euros at December 31, 2023 (750,786 thousand euros as at December 31, 2022). |
||
|---|---|---|
| The expense recognised at December 31, 2023, for the assignment of the receivables under the non recourse factoring contracts amounted to 32,826 thousand euros (14,761 thousand euros at |
||
| The detail of the Consolidated Balance Sheet at December 31, 2023, and December 31, 2022, is as | ||
| Thousands of euros 2023 |
2022 | |
| Debtors | 15,192 | 45,103 |
| Debtors, related parties (Note 32.1) | 330 | 67 |
| Remuneration prepayments Short-term loans to staff |
4,399 72 |
4,031 90 |
Receivables includes loans granted to Group employees for the purchase from Acek Desarrollo y Gestión Industrial, S.L. of shares in the Parent in 2016. These loans are secured by a pledge on the shares of the Parent Company acquired, and are due to mature in the third quarter of 2024, the outstanding balance at December 31, 2023, amounting to 8,011 thousand euros. The balance at December 31, 2022, was 27,907 thousand euros, which was transferred from Loans granted (Note 12.a.2).
This line item on the Consolidated Balance Sheet amounted to 39,316 thousand euros at December 31, 2023 (December 31, 2022: 19,829 thousand euros) and reflects the collection rights related to corporate tax refunds of the Parent and Group companies.
The detail of the Consolidated Balance Sheet at December 31, 2023, and December 31, 2022, is as follows:
| Thousands of euros | ||
|---|---|---|
| 2023 | 2022 | |
| Sundry receivables from tax authorities | 234,506 | 166,047 |
| VAT refund | 144,538 | 105,320 |
| Subsidies granted | 19,576 | 6,468 |
| Others | 70,392 | 54,259 |
| Income taxes from prior years | 6,523 | 16,975 |
| Receivables from Social Security | 2,543 | 2,310 |
| Total | 243,572 | 185,332 |
The heading Others mainly includes the following detail:

| o right to exclude the State Tax on Goods and Services (ICMS) from the PIS contributions calculation base (Social Integration Programme) and from COFINS (Contribution for Social Security Financing). At December 31, 2023, as a result of final judgments, the subsidiary company had recognised 8,525 thousand euros (8,269 thousand euros at December 31, 2022) in this regard, together with the related late-payment interest, |
Gestamp Brasil Industrias de Autopeças, S.A. presented various claims demanding the | |||||||
|---|---|---|---|---|---|---|---|---|
| under Other in relation to various items receivable from the tax authorities. | ||||||||
| e) | Other current assets and liabilities | |||||||
| The net amount of current assets and current liabilities is 126,038 thousand euros as at December 31, 2023 (December 31, 2022: 106,857 thousand euros). |
||||||||
| The breakdown is as follows: | ||||||||
| Thousands of euros | ||||||||
| 2023 | 2022 | |||||||
| Other current | Other current | Total | Other current | Other current | Total | |||
| Operating expenses | assets 26,788 |
liabilities (1,930) |
24,858 | assets 31,254 |
liabilities (633) |
30,621 | ||
| Commercial agreements | 77,100 | (94) | 77,006 | 63,306 | (4,937) | 58,369 | ||
| Exchange rate derivative (Note 23.b.1)) | 65 | - | 65 | 109 | (104) | 5 | ||
| Others | 26,603 | (2,494) | 24,109 | 20,078 | (2,216) | 17,862 | ||
| Total | 130,556 | (4,518) | 126,038 | 114,747 | (7,890) | 106,857 | ||
| f) | Cash and cash equivalents The detail of the Consolidated Balance Sheet at December 31, 2023 and December 31, 2022 is as |
|||||||
| follows: | Thousands of euros | |||||||
| 2023 | 2022 | |||||||
| Cash | Cash equivalents | 909,048 267,785 |
1,411,076 284,025 |
| Thousands of euros | |
|---|---|
| 2023 | |||
|---|---|---|---|
| Company | Thousands of euros | Source currency | Interest rate range |
| Gestamp Brasil Industria de Autopeças, S.A. | 47,906 | Brazilian real | 88.00% - 100.00% |
| Gestamp Brasil Industria de Autopeças, S.A. | 55 | Brazilian real | 10% - 30% CDI |
| Gestamp Brasil Industria de Autopeças, S.A. | 31,324 | Brazilian real | 0.5437% - 0.79% |
| Gestamp Auto Components (Kunshan) Co., Ltd | 11,214 | Renminbi Yuan | 1.450% - 1.750% |
| Gestamp Severstal Kaluga, Llc. | 11,525 | Russian ruble | 8.75% - 13.85% |
| Gestamp Pune Automotive Pvt. Ltd. | 443 | Indian rupee | 3.5% - 7.75% |
| Gestamp Togliatti, Llc. | 1,177 | Russian ruble | 11.70% |
| Gestamp Automotive Chennai Private Limited | 571 | Indian rupee | 6.20% |
| Gestamp Auto Components (Shenyang), Co. Ltd. | 73,911 | Renminbi Yuan | 1.55% - 2.05% |
| Gestamp Auto Components (Dongguang), Co. Ltd. | 15,630 | Renminbi Yuan | 0.003% - 2.05% |
| Gestamp Auto components Beijing | 24,849 | Renminbi Yuan | 1.55% |
| Edscha Holding GmbH | 8,500 | Euro | 2.10% |
| Gestamp Metal Forming (Wuhan), Ltd | 21,026 | Renminbi Yuan | 1.55% - 2.05% |
| Gestamp Autoc. Chongquing | 4,460 | Renminbi Yuan | 1.80% |
| Gescrap - Autometal Comercio de Sucatas, S/A | 15,194 | Brazilian real | 102.5% CDI |
| Total | 267,785 | ||
| 2022 | |||
| Company | Thousands of euros | Source currency | Interest rate range |
| Gestamp Brasil Industria de Autopeças, S.A. | 1,409 | Brazilian real | 100.00% - 103.50% CDI |
| Gestamp Brasil Industria de Autopeças, S.A. | 11,338 | Brazilian real | 10% - 30% CDI |
| Gestamp Brasil Industria de Autopeças, S.A. | 119,256 | Brazilian real | 5.5832% - 6.17% |
| Gestamp Auto Components (Kunshan) Co., Ltd | 12,902 | Renminbi Yuan | 1.60% |
| Gestamp Severstal Vsevolozhsk LLC (Stadco LLC) (GSH) | 303 | Russian ruble | 5.00% |
| Gestamp Severstal Kaluga, Llc. | 1,262 | Russian ruble | 5.00% |
| Gestamp Pune Automotive Pvt. Ltd. | 2,504 | Indian rupee | 3.50% - 7.75% |
| Gestamp Automotive Chennai Private Limited | 7,957 | Indian rupee | 5.05% - 5.20% |
| Gestamp Auto Components (Shenyang), Co. Ltd. | 65,868 | Renminbi Yuan | 1.60% - 2.05% |
| Gestamp Auto Components (Dongguang), Co. Ltd. | 6,593 | Renminbi Yuan | 0.003% - 1.60% |
| 13,581 | Renminbi Yuan | 2.00% | |
| Gestamp Auto components Beijing Edscha Holding GmbH |
20,000 | Euro | 0.40% |
| 2022 | ||||
|---|---|---|---|---|
| Gestamp Brasil Industria de Autopeças, S.A. | 1,409 | Brazilian real | 100.00% - 103.50% CDI | |
| Gestamp Brasil Industria de Autopeças, S.A. | 11,338 | Brazilian real | 10% - 30% CDI | |
| Gestamp Brasil Industria de Autopeças, S.A. | 119,256 | Brazilian real | 5.5832% - 6.17% | |
| Gestamp Auto Components (Kunshan) Co., Ltd | 12,902 | Renminbi Yuan | 1.60% | |
| Gestamp Severstal Vsevolozhsk LLC (Stadco LLC) (GSH) | 303 | Russian ruble | 5.00% | |
| Gestamp Severstal Kaluga, Llc. | 1,262 | Russian ruble | 5.00% | |
| Gestamp Pune Automotive Pvt. Ltd. | 2,504 | Indian rupee | 3.50% - 7.75% | |
| Gestamp Automotive Chennai Private Limited | 7,957 | Indian rupee | 5.05% - 5.20% | |
| Gestamp Auto Components (Shenyang), Co. Ltd. | 65,868 | Renminbi Yuan | 1.60% - 2.05% | |
| Gestamp Auto Components (Dongguang), Co. Ltd. | 6,593 | Renminbi Yuan | 0.003% - 1.60% | |
| Gestamp Auto components Beijing | 13,581 | Renminbi Yuan | 2.00% | |
| Edscha Holding GmbH | 20,000 | Euro | 0.40% | |
| Gestamp Metal Forming (Wuhan), Ltd | 18,334 | Renminbi Yuan | 2.05% | |
| Gestamp Autoc. Chongquing | 2,718 | Renminbi Yuan | 1.8% | |
| Total | 284,025 | |||
| No restrictions existed regarding the use by the holders of the balances included in this heading in the accompanying Consolidated Balance Sheet. |
||||
| Note 16. The information related to these headings at December 31, 2023, and December 31, 2022, was as |
Capital, own shares and share premium | |||
| ITEM | 31-12-2023 | 31-12-2022 | ||
| No. of shares | 575,514,360 | 575,514,360 | ||
| Par value | 0.50 | 0.50 | ||
| Thousands of euros | ||||
| Issued capital (par value) | 287,757 0 |
287,757 | 0 | |
| Own shares | (11,934) 0 |
(1,603) | 0 | |
No restrictions existed regarding the use by the holders of the balances included in this heading in the accompanying Consolidated Balance Sheet.
The information related to these headings at December 31, 2023, and December 31, 2022, was as follows:
| ITEM 31-12-2023 31-12-2022 |
|---|
| No. of shares 575,514,360 575,514,360 |
| Par value 0.50 0.50 |
| Thousands of euros |
| Issued capital (par value) 287,757 287,757 |
| 0 0 Own shares (11,934) (1,603) |
| 0 0 Share premium 61,591 61,591 |
The shareholder structure at December 31, 2023 and December 31, 2022 was as follows:

| Shareholders % shareholding 31-12-2023 31-12-2022 Acek Desarrollo y Gestión Industrial, S.L. 24.073% 23.660% Gestamp 2020, S.L. 50.100% 50.100% Own shares 0.551% 0.080% Free Float 25.276% 26.160% |
||
|---|---|---|
| 100.00% | 100.00% | |
| Acek Desarrollo y Gestión Industrial, S.L. has an equity interest of 75% in the capital of Gestamp 2020, | ||
| S.L.; thus, its total holding (direct and indirect) in the Parent Company was 61.65% at December 31, | ||
Acek Desarrollo y Gestión Industrial, S.L. has an equity interest of 75% in the capital of Gestamp 2020, S.L.; thus, its total holding (direct and indirect) in the Parent Company was 61.65% at December 31, 2023 (61.23% at December 31, 2022).
The increase of 0.41% in the stake of Acek Desarrollo y Gestión Industrial, S.L. in the share capital of the Parent Company took place through the purchase of 2,380,532 shares in successive acquisitions during 2023.
There are no bylaw restrictions on the transfer of shares forming the Group's capital.
b) Own shares
On July 27, 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V., S.A.U., adapted to Circular 1/2017, of April 26, of the CNMV.
The framework of this agreement will be the Spanish stock markets.
This agreement stipulates the conditions under which the financial intermediary will operate for the account of the issuer, buying or selling own shares of the latter, with the sole objective of favouring the liquidity and regularity of their listing, for a duration of 12 months, which will be deemed to be tacitly extended for the same period unless indicated otherwise by the parties.
The amount earmarked to the cash account associated with the agreement was 9,000 thousand euros.
During the 2023 financial year, the Parent Company's Board of Directors agreed to set up a programme for the repurchase of treasury shares in order to provide the Parent Company with sufficient treasury shares to enable the delivery of Company shares to certain Group employees, beneficiaries of the current long-term incentive programme (see note 6.15), with a maximum monetary amount of 15 million euros and a maximum number of shares of 3,000,000.
The period during which the Programme is authorised runs from September 6, 2023 to 20 December 2023. This period may be extended with the prior agreement of the Parent's Board of Directors in the event that the Parent has not acquired the maximum number of shares by the established date.
On December 18, 2023, the Board of Directors of the Parent Company agreed to extend the duration of the Programme until May 10, 2024.
As a result of the above, on September 4, 2023, the liquidity contract signed with JB Capital Markets, S.V., S.A.U. was temporarily suspended and resumed on January 18, 2024 after completion of the repurchase of the 3,000,000 shares established in the Repurchase Programme.
Own shares at December 31, 2023, represented 0.55% of the Parent Company's share capital (0.08% at December 31, 2022) and totalled 3,169,656 shares (460,513 shares at December 31, 2022), at an average acquisition price of 3.765 euros per share (3.483 euros per share at December 31, 2022).
The movement in 2023 and 2022 was as follows:
| Number of own | Thousands of | |
|---|---|---|
| shares | euros | |
| Balance at December 31, 2021 | 676,492 | 2,716 |
| Increases/Purchases | 7,674,278 | 26,249 |
| Decreases/Sales | (7,890,257) | (27,362) |
| Balance at December 31, 2022 | 460,513 | 1,603 |
| Increases/Purchases | 5,962,440 | 23,337 |
| Decreases/Sales Balance at December 31, 2023 |
(3,253,297) 3,169,656 |
(13,006) 11,934 |
In 2023, the sales price of the own shares detailed in the previous table amounted to 13,502 thousand euros (27,279 thousand euros at December 31, 2022), generating a gain of 495 thousand euros (loss of 83 thousand euros at December 31, 2022), recognised under Distributable Reserves (Note 17.2).
The share Premium of the Parent Company amounted to 61,591 thousand euros at December 31, 2023, and December 31, 2022.
The amended Spanish Corporate Enterprises Act (Ley de Sociedades de Capital) expressly allows the use of share premium balance to increase share capital balance, corresponding to an unrestricted reserve.
| Note 17. Retained earnings The movements in "Retained earnings" for 2023 and 2022 are as follows: |
||||||||
|---|---|---|---|---|---|---|---|---|
| Reserves at fully | ||||||||
| Legal reserve (Parent Company) |
Unrestricted reserves (Parent Company) |
consolidated | Reserves at associates |
Profit for the year | Other equity instruments |
Effective hedges | Total | |
| companies | ||||||||
| AT JANUARY 1, 2023 | 57,550 | 480,641 | 1,383,646 | (1,498) | 259,966 | - | 99,605 | 2,279,910 |
| Profit/ (Loss) for the period | 280,668 | 280,668 | ||||||
| Fair value adjustments (Hedge) (Note 23.b.1)) | (67,622) | (67,622) | ||||||
| Actuarial gains and losses (Note 22.b)) | (2,939) | (2,939) | ||||||
| Appropiation of 2022 profits | 24,479 | 232,536 | 2,951 | (259,966) | ||||
| Dividends distributed by the Parent Company (Note 17.2) Dividends distributed by subsidiaries |
(77,985) | (77,985) | ||||||
| Dividends distributed by associates (Note 12) | 103,334 | (103,334) 3,273 |
(3,273) | |||||
| Treasury shares acquisitions (Note 16.b)) (Note 17.2) | 495 | 495 | ||||||
| Business combination by stages (Gestion Global de Matricería and Global Laser Araba, S.L.) (Note 2.b) | (3,655) | 3,655 | ||||||
| Increased ownership interest in companies with previous control (Note 2.b) | 21,848 | 21,848 | ||||||
| Compensation based on shares (Long-term incentive plan) (Note 27.b)) | 2,480 | 2,480 | ||||||
| Other movements | 28,600 | (23,434) | 5,166 | |||||
| AT DECEMBER 31, 2023 | 57,550 | 559,564 | 1,507,941 | 1,835 | 280,668 | 2,480 | 31,983 | 2,442,021 |
| Reserves at fully | ||||||||
| Legal reserve (Parent Company) |
Unrestricted reserves (Parent Company) |
consolidated | Reserves at associates |
Profit for the year | Effective hedges | Total | ||
| companies | ||||||||
| 57,550 | 486,916 | 1,239,255 | (265) | 155,376 | 8,283 | 1,947,115 | ||
| 259,966 | 259,966 | |||||||
| AT JANUARY 1, 2022 | 91,322 | 91,322 | ||||||
| Profit/ (Loss) for the period | ||||||||
| Fair value adjustments (Hedge) (Note 23.b.1)) Actuarial gains and losses (Note 22.b)) |
22,994 | |||||||
| Appropiation of 2021 profits | 22,370 | 131,671 | 1,335 | (155,376) | 22,994 | |||
| (46,562) | ||||||||
| Dividends distributed by the Parent Company (Note 17.2) | 18,000 | (15,432) | (2,568) | (46,562) | ||||
| Dividends distributed by subsidiaries (Note 19) (Note 17.2) Treasury shares acquisitions (Note 16.b)) (Note 17.2) |
(83) | (83) | ||||||
| Increased ownership interest in companies with previous control (Note 2.b)) | 5,539 | 5,539 | ||||||
| Other movements | (381) | (381) |
| Appropiation of 2022 profits | 24,479 | 232,536 | 2,951 | (259,966) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Dividends distributed by subsidiaries | 103,334 | (103,334) | ||||||||
| Company) | (Parent Company) | |||||||||
| AT JANUARY 1, 2022 | 57,550 | 486,916 | 1,239,255 | (265) | 155,376 | 8,283 | 1,947,115 | |||
| Profit/ (Loss) for the period | 259,966 | 259,966 | ||||||||
| Fair value adjustments (Hedge) (Note 23.b.1)) | 91,322 | 91,322 | ||||||||
| Actuarial gains and losses (Note 22.b)) | 22,994 | 22,994 | ||||||||
| Appropiation of 2021 profits | 22,370 | 131,671 | 1,335 | (155,376) | ||||||
| Dividends distributed by the Parent Company (Note 17.2) | (46,562) | (46,562) | ||||||||
| Dividends distributed by subsidiaries (Note 19) (Note 17.2) | 18,000 | (15,432) | (2,568) | |||||||
| (83) | (83) | |||||||||
| Treasury shares acquisitions (Note 16.b)) (Note 17.2) | 5,539 | |||||||||
| Increased ownership interest in companies with previous control (Note 2.b)) | 5,539 | |||||||||
| Other movements | (381) | (381) |

The legal reserve of the Parent Company amounted to 57,550 thousand euros at December 31, 2022, and December 31, 2023.
The Parent Company is obliged to transfer 10% of each year's profit to a reserve fund until it reaches at least 20% of share capital, equivalent to 57.6 million euros at December 31, 2023, and December 31, 2022. This reserve is not distributable to shareholders and may only be used to cover, if no other reserves are available, the debit balance of the profit and loss account.
At December 31, 2018, the Legal Reserve had already reached 20% of the Parent Company's Share Capital; accordingly, in that year, it was not necessary to allocate any amount of profits to increase said reserve.
The most significant changes in the Parent Company's unrestricted reserves at December 31, 2023, and December 31, 2022, in addition to the allocation of profit amounting to 24,479 thousand euros and 22,370 thousand euros in 2022 and 2021, respectively, included in the retained earnings tables, were as follows:

Reserves held by companies consolidated under the full consolidation method are subject to a number of restrictions as to their availability depending on whether they are legal reserves, revaluation reserves or other special reserves.
The restrictions regarding the reserves mentioned above are the following:
According to prevailing legislation in the countries where these companies are located, legal reserves must reach a certain percentage of share capital, so that each year a percentage of net profit is applied to offset losses or increase share capital.
The amount of the legal reserve at December 31, 2023, and December 31, 2022 totalled 147,148 thousand euros and 133,137 thousand euros, respectively.
As a result of valuation of Property, plant and equipment at fair value, the land and buildings of certain subsidiaries were valued at their appraised values and an increase in reserves has been registered in the amount of the difference between the said assets´ fair values and the net carrying amounts registered by each company.
The reserves deriving from these revaluations, net of tax, amounted to 109 million euros at December 31, 2023, and 112 million euros at December 31, 2022, respectively (Note 11). This reserve is not distributable.
In accordance with the current legislation of the countries in which the Group operates, the distributions of dividends are governed by law. Also, restrictions exist relating to revaluation reserves, development costs and other legal restrictions, which are not significant.
The 2023 Individual Financial Statements of the Group companies will be proposed for approval by their respective General Shareholders' Meetings within the periods envisaged by the prevailing legislation. The Parent Company's directors consider that, as a result of this process, no changes will occur that may significantly affect the Consolidated Financial Statements in 2023.
The Group's Consolidated Financial Statements for 2023 were prepared by the Board of Directors of the Parent Company at its meeting held on February 27, 2024. The Parent Company's Board of Directors considers that they will be approved by the General Shareholders' Meeting of the Parent Company without any changes.
The Parent Company's Board of Directors will propose the following distribution of its profit for the year ended December 31, 2023, to the General Shareholders' Meeting:
| Thousands of euros | |
|---|---|
| Distributable profit | |
| Balance of Income Statement (Profit) | 75,807 |
| Application | |
| Interim dividends | 40,051 |
| Losses to be offset | 25,494 |
| Voluntary reserves | 10,262 |
At its meeting held on 18 December 2023, the Board of Directors of the Parent Company resolved to distribute an interim dividend out of the 2023 profit in cash, in the gross amount of 0.070 euros gross per share to each of the ordinary shares outstanding. This interim dividend amounts to 40,051 thousand euros (the number of treasury shares at January 8, 2024, was 3,355,485, which are not remunerated) and was pending payment at December 31, 2023 (Note 23.d)) and paid on January 10, 2024.
The Parent Company is obliged to transfer 10% of profit for the year to a legal reserve until this reserve reaches at least 20% of share capital. The part of the reserve that does not exceed the limit of 20% of the share capital cannot be distributed to shareholders (Note 17.1).
Once the reserves required by Law have been covered, dividends can only be distributed with a charge to profit for the year or to unrestricted reserves. If the value of equity is not, or as a result of the distribution, it does not turn out to be less than the share capital. For these purposes, the profit allocated directly to equity cannot be directly or indirectly distributed. Should prior years' losses exist leading the value of the Parent Company's equity to be less than share capital, profit will be allocated to offset such losses. Country 2023 2022 Difference
Aside from these legal limitations, other contractual limitations exist, which are detailed in Note 23.a.3).
The breakdown of translation differences assigned to each Group Segment is as follows:
| Once the reserves required by Law have been covered, dividends can only be distributed with a charge to profit for the year or to unrestricted reserves. If the value of equity is not, or as a result of the distribution, it does not turn out to be less than the share capital. For these purposes, the profit allocated directly to equity cannot be directly or indirectly distributed. Should prior years' losses exist leading the value of the Parent Company's equity to be less than share capital, profit will be allocated Aside from these legal limitations, other contractual limitations exist, which are detailed in Note 23.a.3). |
||||
|---|---|---|---|---|
| The breakdown of translation differences assigned to each Group Segment is as follows: | ||||
| Thousands of euros | ||||
| Country | 2023 | 2022 | Difference | |
| Western Europe | ||||
| Germany | 3,378 | 2,612 | 766 | |
| Spain | (66,331) | (68,022) | 1,691 | |
| Luxembourg | - | (1) | 1 | |
| United Kingdom | (8,607) | (10,572) | 1,965 | |
| Sweden | (35,797) | (11,342) | (24,455) | |
| Morocco | 160 | (356) | 516 | |
| Eastern Europe | ||||
| Slovakia | 2 | (140) | 142 | |
| Hungary | (5,898) | (7,055) | 1,157 | |
| Poland | (23,950) | (41,149) | 17,199 | |
| Czech Republic | (1,509) | (693) | (816) | |
| Romania | (335) | (273) | (62) | |
| Russia | (89,227) | (81,527) | (7,700) | |
| Turkey | (100,542) | (80,979) | (19,563) | |
| Bulgaria | 5 | (1) | 6 | |
| Mercosur | ||||
| Argentina | (110,444) | (66,085) | (44,359) | |
| Brazil | (43,635) | (51,664) | 8,029 | |
| North America | ||||
| USA | (39,745) | (43,434) | 3,689 | |
| Mexico | 8,027 | (29,764) | 37,791 | |
| Asia | ||||
| China | (7,213) | 31,227 | (38,440) | |
| South Korea | (1,521) | 1,368 | (2,889) | |
| (13,377) | (8,773) | (4,604) | ||
| (1,929) | (1,077) | (852) | ||
| India | ||||
| Japan | ||||
| Thailand | 35 | 58 | (23) | |
| Taiwan Total |
177 (538,276) |
183 (467,459) |
(6) (70,817) |
Changes in translation differences at December 31, 2023 led to a negative net change of 70,817 thousand euros compared to 2022, mainly corresponding to:
in Western Europe, due to the fluctuation of the Swedish krona;

| Non-controlling interests 31-12-2022 1,287 4,830 24,148 1,337 |
Changes in scope of consolidation - - - |
Capital increase - - |
Translation differences (3,035) (1,516) |
Thousands of euros Dividends paid - - |
The translation differences at December 31, 2023, of Argentina and Turkey reflect the effect of the inflation adjustment, amounting to 58,473 thousand euros and 42,469 thousand euros, respectively (December 31, 2022: 45,689 thousand euros and 30,587 thousand euros) (Note 4.5). The changes in this heading, by company, in at December 31, 2023, and December 31, 2022, were Acquisition of non- controlling interests (with previous control over the company) - (3,689) |
Other movements (7) |
Profit (loss) for the year 1,377 |
31-12-2023 (378) |
|---|---|---|---|---|---|---|---|---|
| 375 | (269) | (269) | ||||||
| (1,591) | - | - | (708) | 5,578 | 27,427 | |||
| - | - | (91) | (499) | - | (2) | 480 | 1,225 | |
| - | 1,769 | - | (69) | - | - | - | (175) | 1,525 |
| 33,255 | - | - | 2,644 | - | - | (115) | 10,220 | 46,004 |
| (4,049) | ||||||||
| 193,489 | ||||||||
| 40,233 | - | - | 9,876 | - | - | (2,490) | (27,851) | 19,768 |
| 42,082 | - | - | (1,164) | - | (40,980) | (337) | 399 | - |
| Gestamp Otomotive, A.S./ Beyçelik Gestamp Teknoloji ve 85,865 |
- | - | (9,171) | (5,931) | - | 4,750 | 2,380 | 77,893 |
| 50,531 | - | - | (2,280) | - | - | (309) | 3,392 | 51,334 |
| - | 189 | - | - | - | 11 | (104) | 96 | |
| 4,023 | - | - | (448) | (942) | - | (21) | 2,737 | 5,349 |
| 1,621 | - | - | (2) | - | 450 | - | (2,069) | - |
| 6,537 | - | - | (6) | - | - | (90) | 614 | 7,055 |
| 74,012 | - | - | (4,784) | (3,273) | - | (1,478) | 20,459 | 84,936 |
| 148,855 - 660,260 |
||||||||
| (548) 134,284 129,300 632,797 |
- - - 1,769 |
(796) 52,788 - 52,181 |
15,560 8,820 2,943 15,686 |
- - (8,526) (19,171) |
(18,274) - - (62,493) |
159 (537) 921 122 Changes in the consolidation scope: |
(150) (1,866) 24,217 39,369 The most significant changes in Non-controlling Interests at December 31, 2023, related to: |
Business combination of Edscha Aditya Automotive Systems Private Ltd. amounting to 1,769 thousand euros (Note 3).
Capital increases:
The most significant capital increase is the one carried out by Gestamp Holding México, S.L. in December 2023, fully subscribed by Gestamp Servicios, S.A. and Mitsui & Co. Ltd., for 175,959 thousand euros in total.

Distribution of dividends by companies:
Increase in non-controlling interest (control over the company previously):
| Thousands of euros | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | 31-12-2021 | Changes in scope of consolidation |
Translation differences |
Dividends paid |
Acquisition of non controlling interests (with previous control over the company) |
Other movements Profit (loss) for | the year | 31-12-2022 | |||||
| Gestamp Holding Rusia, S.L./Todlem, S.L./ Gestamp Severstal Vsevolozhsk Llc./ Gestamp Severstal Kaluga, Llc. |
17,527 | - | 6,255 | - | (8,449) | 829 | (14,875) | 1,287 | |||||
| Gestamp Auto Components (Kunshan) Co., Ltd/Gestamp Holding China, AB |
34,107 | - | (3,979) | - | (30,139) | 11 | - | - | |||||
| Shanghai Edscha Machinery Co., Ltd./Edscha Automotive Components (Shanghai) Co. Ltd. |
6,637 | - | (17) | - | - | 600 | (2,390) | 4,830 | |||||
| Edscha Pha, Ltd./Edscha Pha Automotive Components (Kunshan) Co. Ltd. |
19,168 | - | (25) | - | - | 158 | 4,847 | 24,148 | |||||
| Edscha Aapico Automotive Co. Ltd. | 1,193 | - | 124 | (538) | - | 558 | 1,337 | ||||||
| Gestamp Brasil Industria Autopeças, S.A./Gestamp Sorocaba Industria de Autopecas Ltd. |
21,882 | - | 3,561 | - | - | 49 | 7,763 | 33,255 | |||||
| G. Holding Argentina, S.L. and Argentinian companies | (539) | - | 2,031 | - | - | 224 | (2,264) | (548) | |||||
| G. Holding México, S.L. and Mexican companies | 125,192 | - | 7,978 | (1,425) | - | (538) | 3,077 | 134,284 | |||||
| G. North America, INC and North American companies | 47,922 | - | 5,875 | - | - | 2,528 | (16,092) | 40,233 | |||||
| Mursolar 21, S.L./Gestamp A. Shenyang, Co. Ltd./Gestamp A. Dongguan, Co. Ltd. |
39,063 | - | (744) | - | - | (201) | 3,964 | 42,082 | |||||
| Beyçelik Gestamp Otomotive Sanayi, A.S. / Çelik Form Gestamp Otomotive, A.S./ Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S./Gestamp Beycelik Romanía, S.R.L./Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. |
40,889 | - | 19,232 | (2,620) | - | (2,399) | 30,763 | 85,865 | |||||
| Gestamp Automotive India Private Ltd. | 46,704 | - | (2,696) | - | - | (2) | 6,525 | 50,531 | |||||
| Jui Li Edscha Body S ystem Co. Ltd./Jui Li Edscha Hainan Industry Enterprise Co. Ltd/ Jui Li Edscha Holding Co. Ltd. |
3,250 | - | (153) | (491) | - | (115) | 1,532 | 4,023 | |||||
| Tuyauto Gestamp Morocco, S.A. | 756 | - | (83) | - | - | 143 | 805 | 1,621 | |||||
| Gestamp Etem Automotive Bulgaria, S.A. | 5,781 | - | (6) | - | 35 | 727 | 6,537 | ||||||
| G. Auto Components (Tianjin) Co. Ltd./G. Auto Components Beijing Co. Ltd./G. New Energy vehicle C. Beijing Co. Ltd. |
58,144 | - | (1,766) | - | - | 798 | 16,836 | 74,012 | |||||
| Sideacero and Gescrap and Reimasa companies | - | 129,300 | - | - | - | - | - | 129,300 | |||||
| Total | 467,676 | 129,300 | 35,587 | (5,074) | (38,588) | 2,120 | 41,776 | 632,797 |

The most significant changes in Non-controlling Interests at December 31, 2022, related to:
Changes in the consolidation scope:
Business combinations of the Sideacero Subgroup amounting to 129,300 thousand euros (Note 3).
Dividends distribution:
Increase in non-controlling interest (control over the company previously):
Partial divestment by COFIDES, S.A. S.M.E. for the amount of 38,588 thousand euros (Note 2.b).
The most significant non-controlling interest mentioned in this note has protecting rights mainly related to significant decisions on divestments of fixed assets, company restructuring, granting of guarantees, distribution of dividends and changes in articles of association. These protecting rights do not significantly restrict the Group capacity to access to or to use their assets as well as to liquidate their liabilities.
The financial information of the subsidiaries that have significant non-controlling interests is shown in the following table, which was prepared as follows:
| Condensed Income Statement for December 31, 2023 and December 31, 2022: 2023 G. Auto Comp. (Tianjin) Co. Gestamp USA Mexico Beyçelik Gestamp Todlem Ltd./G. Auto Comp. Beijing Co. Item Brazil Subgroup Automotive India Total Subgroup Subgroup Kalip, A.S Subgroup Subgroup Ltd./G. New Energy vehicle C. Private Ltd. Beijing Co. Ltd. Operating income 1,852,148 619,163 727,504 671,602 14,688 501,514 105,047 4,491,666 Operating expense (1,925,522) (581,366) (669,187) (599,084) (8,933) (451,798) (99,212) (4,335,102) Operating profit (73,374) 37,797 58,317 72,518 5,755 49,716 5,835 156,564 Financial profit (51,573) (14,851) (22,840) (11,909) (848) (442) 3,330 (99,133) Exchange gain (losses) (2,207) (19,117) 221 (34,117) (2,654) (213) 172 (57,915) Impairment and other - 13,613 35 - - - - 13,648 Profit before taxes (127,154) 17,442 35,733 26,492 2,253 49,061 9,337 13,164 Income tax expense 54,579 (10,902) (2,024) (4,376) - - (4,735) 32,542 Profit for the year from discontinued operations net of taxes - - - - - - - - Non-controlling interest - - - - - - - - Profit attributable to parent company (72,575) 6,540 33,709 22,116 2,253 49,061 4,602 45,706 30.00% 30.00% 30.00% 50.00% 29.23% 50.00% 49.00% Gain (Loss) attributable to non-controlling interest (21,773) 1,962 10,113 11,058 659 24,040 2,301 28,360 Consolidation adjustments (6,078) (3,828) 107 (8,678) 718 (3,581) 1,091 (20,249) Non-controlling interest profit (27,851) (1,866) 10,220 2,380 1,377 20,459 3,392 8,111 Other subgroup non-controlling interest - - - - - - - - Onther non-significative non-controlling interest - - - - - - - 31,258 Total profit (loss) attributable to non-controlling interests (27,851) (1,866) 10,220 2,380 1,377 20,459 3,392 39,369 2022 G. Auto Comp. (Tianjin) Co. Gestamp USA Argentina Mexico Beyçelik Gestamp Mursolar Todlem Ltd./G. Auto Comp. Beijing Co. Brazil Subgroup Automotive India Total Subgroup Subgroup Subgroup Kalip, A.S Subgroup Subgroup Subgroup Ltd./G. New Energy vehicle C. Private Ltd. Beijing Co. Ltd. Operating income 1,755,102 156,294 553,910 679,992 614,093 244,894 32,726 475,798 120,057 4,632,866 (1,804,225) (155,763) (523,266) (614,053) (533,283) (218,465) (38,790) (433,263) (105,035) (4,426,143) (49,123) 531 30,644 65,939 80,810 26,429 (6,064) 42,535 15,022 206,723 (27,486) (4,700) (10,390) (29,233) (85) 1,269 (137) (721) 2,247 (69,236) 943 (6,916) (7,040) 2 (8,062) (206) (9,987) (1) 25 (31,242) - 2,234 10,322 (440) - - - - - 12,116 Profit before taxes (75,666) (8,851) 23,536 36,268 72,663 27,492 (16,188) 41,813 17,294 118,361 32,262 2,002 (5,186) (10,681) - (751) - - - 17,646 - - - - - - - - - - |
|||||||
|---|---|---|---|---|---|---|---|
| Item | |||||||
| Operating expense | |||||||
| Operating profit | |||||||
| Financial profit | |||||||
| Exchange gain (losses) | |||||||
| Impairment and other | |||||||
| Income tax expense | |||||||
| Profit for the year from discontinued operations net of taxes |
| 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| G. Auto Comp. (Tianjin) Co. | |||||||||||
| USA | Argentina | Mexico | Beyçelik Gestamp | Mursolar | Todlem | Ltd./G. Auto Comp. Beijing Co. | Gestamp | ||||
| Item | Subgroup | Subgroup | Subgroup | Brazil Subgroup | Kalip, A.S Subgroup | Subgroup | Subgroup | Ltd./G. New Energy vehicle C. | Automotive India Private Ltd. |
Total | |
| Beijing Co. Ltd. | |||||||||||
| Operating income | 1,755,102 | 156,294 | 553,910 | 679,992 | 614,093 | 244,894 | 32,726 | 475,798 | 120,057 | 4,632,866 | |
| Operating expense | (1,804,225) | (155,763) | (523,266) | (614,053) | (533,283) | (218,465) | (38,790) | (433,263) | (105,035) | (4,426,143) | |
| Operating profit | (49,123) | 531 | 30,644 | 65,939 | 80,810 | 26,429 | (6,064) | 42,535 | 15,022 | 206,723 | |
| Financial profit | (27,486) | (4,700) | (10,390) | (29,233) | (85) | 1,269 | (137) | (721) | 2,247 | (69,236) | |
| Exchange gain (losses) | 943 | (6,916) | (7,040) | 2 | (8,062) | (206) | (9,987) | (1) | 25 | (31,242) | |
| Impairment and other | - | 2,234 | 10,322 | (440) | - | - | - | - | - | 12,116 | |
| Profit before taxes | (75,666) | (8,851) | 23,536 | 36,268 | 72,663 | 27,492 | (16,188) | 41,813 | 17,294 | 118,361 | |
| Income tax expense | 32,262 | 2,002 | (5,186) | (10,681) | - | (751) | - | - | - | 17,646 | |
| Profit for the year from discontinued operations net of taxes | - | - | - | - | - | - | - | - | - | - | |
| Non-controlling interest | - | 485 | - | - | - | - | - | - | - | 485 | |
| Profit attributable to parent company | (43,404) | (6,364) | 18,350 | 25,587 | 72,663 | 26,741 | (16,188) | 41,813 | 17,294 | 136,492 | |
| 30.00% | 30.00% | 30.00% | 30.00% | 50.00% | 17.50% | 29.23% | 50.00% | 49.00% | |||
| (1,909) | 5,505 | 7,676 | 36,332 | 4,680 | (4,732) | 20,488 | 8,647 | 63,666 | |||
| Gain (Loss) attributable to non-controlling interest | (13,021) | 87 | (5,569) | (716) | (10,143) | (3,652) | (2,122) | (27,969) | |||
| Consolidation adjustments | (3,071) | (355) | (2,428) | (14,875) | 16,836 | 6,525 | 35,697 | ||||
| Non-controlling interest profit | (16,092) | (2,264) | 3,077 | 7,763 | 30,763 | 3,964 | |||||
| Other subgroup non-controlling interest | - | - | - | - | - | - | - | - | - | - | |
| Onther non-significative non-controlling interest | - | - | - | - | - | - | - | - | - | 6,079 |
| Condensed Balance Sheet at December 31, 2023, and December 31, 2022: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | |||||||||||
| Item | USA Subgroup |
Mexico Subgroup |
Brazil Subgroup |
Beyçelik Gestamp Kalip, A.S. Subgroup |
Todlem Subgroup |
G. Auto Comp. (Tianjin) Co. Ltd./G. Auto Comp. Beijing Co. Ltd./G. New Energy vehicle C. Beijing Co. Ltd. |
Gestamp Automotive India Private Ltd. |
Total | |||
| Total non-current assets | 1,576,840 | 344,664 | 291,773 | 285,323 | 42,306 | 180,593 | 49,991 2,771,490 |
||||
| Total current assets | 328,935 | 535,372 | 294,477 | 379,465 | 26,550 | 277,312 | 91,718 1,933,829 |
||||
| Total non-current liabilities Total current liabilities |
(304,583) (1,504,838) |
(134,255) (183,889) |
(165,555) (222,266) |
(83,911) (418,296) |
(45,754) (24,472) |
(10,940) (266,070) |
(28,807) | (2,931) (747,929) (2,648,638) |
|||
| - | |||||||||||
| Equity Translation differences |
(21,182) (75,172) |
(596,362) 34,470 |
(237,339) 38,910 |
(245,915) 83,334 |
(56,726) 58,096 |
(189,202) 8,307 |
(126,845) | (1,473,571) 16,874 |
164,819 | ||
| 30.00% | 30.00% | 30.00% | 50.00% | 29.23% | 49.00% | 50.00% | |||||
| Equity attributable to non-controlling interest | (28,906) | (168,568) | (59,529) | (81,291) | 400 | (88,639) | (54,986) | (481,519) | |||
| Consolidation adjustments | 9,138 | (24,921) | 13,525 | 3,398 | (22) | 3,703 | 3,652 | 8,473 | |||
| Non-controlling interest | (19,768) | (193,489) | (46,004) | (77,893) | 378 | (84,936) | (51,334) | (473,046) | |||
| Other not signitificative non-controlling interest | - | - | - | - | - | - | - (187,214) |
||||
| Total non-controlling interests | (660,260) | ||||||||||
| 2022 | |||||||||||
| G. Auto Comp. (Tianjin) Co. | Gestamp | ||||||||||
| Item | USA | Argentina | Mexico | Brazil | Beyçelik Gestamp Kalip, |
Mursolar | Todlem | Ltd./G. Auto Comp. Beijing | Automotive | Total | |
| Subgroup | Subgroup | Subgroup | Subgroup | A.S. Subgroup | Subgroup | Subgroup | Co. Ltd./G. New Energy | India Private | |||
| Total non-current assets | 1,473,398 | 67,207 | 286,073 | 274,764 | 231,743 | 110,978 | 59,035 | vehicle C. Beijing Co. Ltd. | 162,396 | Ltd. 44,338 |
2,709,932 |
| Total current assets | 381,036 | 43,444 | 364,514 | 255,973 | 384,187 | 178,179 | 18,492 | 236,327 | 94,834 | 1,956,986 | |
| Total non-current liabilities | (298,274) | (16,628) | (139,390) | (54,048) | (72,999) | (3,884) | (20,589) | (15,590) | (2,927) | (624,329) | |
| Total current liabilities | (1,378,793) | (82,775) | (164,355) | (317,163) | (370,545) | (40,590) | (50,147) | (231,669) - |
(21,784) - |
(2,657,821) - |
|
| Equity | (135,462) | (58,474) | (413,565) | (206,067) | (229,649) | (238,057) | (54,440) | (149,840) | (126,960) | (1,612,514) | |
| Translation differences | (41,905) | 47,226 | 66,723 | 46,541 | 57,263 | (6,626) | 47,649 | (1,624) | 12,499 | 227,746 | |
| 30.00% | 30.00% | 30.00% | 30.00% | 50.00% | 17.50% | 29.23% | 49.00% | 50.00% | |||
| Item | USA Subgroup |
Mexico Subgroup |
Brazil Subgroup |
Gestamp Kalip, A.S. Subgroup |
Todlem Subgroup |
Ltd./G. Auto Comp. Beijing Co. Ltd./G. New Energy vehicle C. Beijing Co. Ltd. |
Automotive India Private Ltd. |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30.00% | 30.00% | 30.00% | 50.00% | 29.23% | 49.00% | 50.00% | ||||||
| Total non-controlling interests | (660,260) | |||||||||||
| 2022 | ||||||||||||
| Beyçelik | G. Auto Comp. (Tianjin) Co. | Gestamp | ||||||||||
| USA | Argentina | Mexico | Brazil | Gestamp Kalip, | Mursolar | Todlem | Ltd./G. Auto Comp. Beijing | Automotive | Total | |||
| Subgroup | Subgroup | Subgroup | Subgroup | A.S. Subgroup | Subgroup | Subgroup | Co. Ltd./G. New Energy | India Private | ||||
| vehicle C. Beijing Co. Ltd. | Ltd. | |||||||||||
| Total non-current assets | 1,473,398 | 67,207 | 286,073 | 274,764 | 231,743 | 110,978 | 59,035 | 162,396 | 44,338 | 2,709,932 | ||
| Total current assets | 381,036 | 43,444 | 364,514 | 255,973 | 384,187 | 178,179 | 18,492 | 236,327 | 94,834 | 1,956,986 | ||
| Total non-current liabilities | (298,274) | (16,628) | (139,390) | (54,048) | (72,999) | (3,884) | (20,589) | (15,590) | (2,927) | (624,329) | ||
| Total current liabilities | (1,378,793) | (82,775) | (164,355) | (317,163) | (370,545) | (40,590) | (50,147) | (231,669) - |
(21,784) - |
(2,657,821) - |
||
| Equity | (135,462) | (58,474) | (413,565) | (206,067) | (229,649) | (238,057) | (54,440) | (149,840) | (126,960) | (1,612,514) | ||
| Translation differences | (41,905) | 47,226 | 66,723 | 46,541 | 57,263 | (6,626) | 47,649 | (1,624) | 12,499 | 227,746 | ||
| 30.00% | 30.00% | 30.00% | 30.00% | 50.00% | 17.50% | 29.23% | 49.00% | 50.00% | ||||
| Equity attributable to non-controlling interest | (53,210) | (3,374) | (104,054) | (47,858) | (86,193) | (42,820) | (1,985) | (74,217) | (57,231) | (470,942) | ||
| 12,977 | 3,922 | (30,229) | 14,603 | 328 | 738 | 698 | 205 | 6,700 | 9,942 | |||
| Consolidation adjustments | 548 | (134,283) | (33,255) | (85,865) | (42,082) | (1,287) | (74,012) | (50,531) | (461,000) | |||
| Non-controlling interest | (40,233) | - | - | - | (171,797) | |||||||
| Other not signitificative non-controlling interest Total non-controlling interests |
- | - | - | - | - | - | (632,797) |
Condensed Cash Flow Statement for December 31, 2023, and December 31, 2022:
| 2023 |
|---|
| G. Auto Comp. (Tianjin) Co. Beyçelik Gestamp USA Mexico Brazil Todlem Ltd./G. Auto Comp. Beijing Co. Item Gestamp Kalip, Automotive India Subgroup Subgroup Subgroup Subgroup Ltd./G. New Energy vehicle C. A.S Subgroup Private Ltd. Beijing Co. Ltd. |
| Operating activities 78,850 16,148 72,541 82,164 (6,848) 86,896 30,762 |
| Investing activities (174,432) (56,250) (28,669) (80,731) 81,307 (84,485) (20,428) |
| Financing activities 48,358 167,275 (26,756) (4,773) (65,033) 15,310 (3,931) Net increase (decrease) of cash or (47,224) 127,173 17,116 (3,340) 9,426 17,721 6,403 cash equivalents |
| 2023 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | USA Subgroup |
Mexico Subgroup |
Brazil Subgroup |
Beyçelik Gestamp Kalip, A.S Subgroup |
Todlem Subgroup |
G. Auto Comp. (Tianjin) Co. Ltd./G. Auto Comp. Beijing Co. Ltd./G. New Energy vehicle C. Beijing Co. Ltd. |
Gestamp Automotive India Private Ltd. |
||||||||
| Net increase (decrease) of cash or | |||||||||||||||
| 2022 | |||||||||||||||
| Item | USA Subgroup |
Argentina Subgroup |
Mexico Subgroup |
Brazil Subgroup |
Beyçelik Gestamp Kalip, A.S Subgroup |
Mursolar Subgroup |
Todlem Subgroup |
G. Auto Comp. (Tianjin) Co. Ltd./G. Auto Comp. Beijing Co. Ltd./G. New Energy vehicle C. Beijing Co. Ltd. |
Gestamp Automotive India Private Ltd. |
||||||
| Operating activities | 90,440 | 10,192 | 67,527 | 152,748 | 67,521 | 45,712 | 9,185 | 68,271 | 20,004 | ||||||
| Investing activities | (156,725) | (3,247) | (8,386) | (26,511) | (84,439) | (78,569) | (1,580) | (56,912) | (3,251) | ||||||
| Financing activities | 20,299 | (13,639) | 5,253 | (58,201) | 15,303 | (7,283) | (40,242) | 9,774 | (1,557) | ||||||
| cash equivalents | Net increase (decrease) of cash or | (45,986) | (6,694) | 64,394 | 68,036 | (1,615) | (40,140) | (32,637) | 21,133 | 15,196 |
Deferred income includes grants related to assets obtained by Group subsidiaries, pending release to the Consolidated Income Statement.
The variation in this heading at December 31, 2023, and December 31, 2022, was as follows:
| Deferred income includes grants related to assets obtained by Group subsidiaries, pending release to | |
|---|---|
| Thousands of euros | |
| Balance at December 31, 2021 | 34,841 |
| Changes in scope of consolidation | 98 |
| Grants received during the financial year | 6,752 |
| Grants returned during the financial year | (278) |
| Grants released to income in the year (Note 26.b)) | (5,538) |
| Translation differences | (229) |
| Other movements Balance at December 31, 2022 |
14 35,660 |
| Changes in scope of consolidation | 11 |
| Grants received during the financial year | 68,340 |
| Grants returned during the financial year | (1,346) |
| Grants released to income in the year (Note 26.b)) | (7,673) |
| Translation differences Other movements |
(98) 42 |
| Grants released to income in the year (Note 26.b)) | (7,673) | |||||
|---|---|---|---|---|---|---|
| Translation differences | (98) | |||||
| Note 21. | public aid for Electric and Connected Vehicles received by Spanish companies. The Group companies are able to meet all the requirements demanded by administrative resolutions regarding the awarding of subsidies to qualify as non-reimbursable grants. Provisions and contingent liabilities |
|||||
| The detail for this item, at December 31, 2023, and December 31, 2022, was as follows: | ||||||
| Thousands of euros | ||||||
| Non-current | Current | Total | ||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| Provisions Uncertain tax position liabilities |
179,821 1,403 |
169,504 1,821 |
19,147 - |
62,352 - |
198,968 1,403 |
231,856 1,821 |
| The Group companies are able to meet all the requirements demanded by administrative resolutions regarding the awarding of subsidies to qualify as non-reimbursable grants. |
|||||||
|---|---|---|---|---|---|---|---|
| Note 21. Provisions and contingent liabilities |
|||||||
| The detail for this item, at December 31, 2023, and December 31, 2022, was as follows: | |||||||
| Thousands of euros | |||||||
| 181,224 | 171,325 | 19,147 | 62,352 | 200,371 | 233,677 | ||
| The breakdown of this heading during 2023 and 2022 was as follows: | Thousands of euros | ||||||
| Non-current Current |
Total | ||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||
| Provision for employee compensation | 89,487 | 85,441 | 1,602 | 38,269 | 91,089 | 123,710 | |
| Provision for other responsibilities | 90,334 | 84,063 | 17,545 | 24,083 | 107,879 | 108,146 | |
| 179,821 | 169,504 | 19,147 | 62,352 | 198,968 | 231,856 | ||
The changes in this heading in 2023 and 2022 were as follows:
| Provision for employee compensation |
Provision for other responsibilities |
Total | |
|---|---|---|---|
| Balance at December 31, 2021 | 144,566 | 59,587 | 204,153 |
| Changes in consolidation scope | 64 | 7,340 | 7,404 |
| Additions | 26,352 | 79,010 | 105,362 |
| Disposals | (43,602) | (42,303) | (85,905) |
| Translation differences | 736 | 286 | 1,022 |
| Other movements | (4,406) | 4,226 | (180) |
| Balance at December 31, 2022 | 123,710 | 108,146 | 231,856 |
| 119 | - | 119 | |
| Changes in consolidation scope | 27,961 | 46,424 | |
| Additions | 18,463 | ||
| Disposals | (54,847) | (22,726) | (77,573) |
| Translation differences | (501) | (3,472) | (3,973) |
| Other movements | 4,145 | (2,030) | 2,115 |
According to the commitments undertaken, the Group has legal, contractual and implicit obligations to staff of certain subsidiaries whose amount or maturity is uncertain.
This heading included a Long-Term Incentive Plan with a target compliance evaluation date of yearend 2022 and a settlement period of the first half of 2023.
The provision for long-term defined benefit plans is quantified considering the possible affected assets according to the registration and valuation standards.
Changes in the consolidation scope in 2023 amounting to 119 thousand euros related to the changes generated in the business combination of Gestamp Global de Matricería Subgroup (Note 3).
Changes in the consolidation scope in 2022 amounting to 64 thousand euros relate to the changes generated in the business combination of Sideacero Subgroup (Note 3).
The increases in both 2023 and 2022 relate mainly to employee benefits such as length-of-service bonuses and other long-service benefits.
Decreases in 2022 and 2023 mainly related to use of long-term employee provisions tied to the longterm incentive plan.
This line item primarily reflects provisions recognised by certain Group companies to cover specific risks arising from their day-to-day businesses and provisions for personnel restructuring.
Changes in the consolidation scope in 2022 amounting to 7,340 thousand euros relate to the changes generated in the business combination of Sideacero Subgroup (Note 3).
The increases in 2023 and 2022 relate mainly to provisions for other trade and litigation. In addition, given the situation of our plants in Russia, which have had no industrial activity since February 2022, and with the ongoing uncertainty regarding operations in that country, as well as the fact that we are awaiting a position to be taken by our main customers, whom we have to support on a global basis,

a provision of 20.0 million euro was made at December 31, 2022, to cover potential risks arising from this situation, as well as an additional asset depreciation charge of 16.6 million euros to be maintained at December 31, 2023, which has increased by 4.1 million euros in 2023 (Note 11).
The decreases in 2023 and 2022 relate mainly to hedges of risks arising from the companies' own activities and to other litigation.
The Group's directors consider that provisions registered in the Consolidated Balance Sheet duly cover the risks for litigations, arbitration and other contingencies, and no additional related liabilities are expected.
The changes in this heading during 2023 and 2022 are as follows:
| Ucertain tax position liabilities |
|
|---|---|
| Balance at December 31, 2021 | 6,393 |
| Additions | 37 |
| Disposals | (4,609) |
| Translation differences | - |
| Other movements | - |
| Balance at December 31, 2022 | 1,821 |
| Additions | - |
| Disposals | (418) |
| Translation differences | - |
| Other movements | - |
| Balance at December 31, 2023 | 1,403 |
The Group basically books the estimated amount of tax debts related to tax assessments commenced by the tax authorities and currently appealed against before the courts and others whose exact amount or payment date is uncertain.
At December 31, 2023, and December 31, 2022, the Group has no other significant contingent liabilities in addition to those included above.
The detail of the amounts recognised as provisions for remuneration to employees was as follows:
| Disposals | (418) | ||||||
|---|---|---|---|---|---|---|---|
| Translation differences | - | ||||||
| Other movements | - | ||||||
| Balance at December 31, 2023 | 1,403 | ||||||
| The Group basically books the estimated amount of tax debts related to tax assessments commenced | |||||||
| by the tax authorities and currently appealed against before the courts and others whose exact amount | |||||||
| or payment date is uncertain. | |||||||
| At December 31, 2023, and December 31, 2022, the Group has no other significant contingent liabilities | |||||||
| in addition to those included above. | |||||||
| Note 22. Provision for employee compensation |
|||||||
| The detail of the amounts recognised as provisions for remuneration to employees was as follows: | |||||||
| Non-current | Current | Total | |||||
| Item | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| Employee benefits | a) | 12,360 | 13,878 | 1,602 | 38,269 | 13,962 | 52,147 |
| Post-employment benefits | |||||||
| Defined benefit plans | b) | 77,127 | 71,563 | - | - | 77,127 | 71,563 |
| Total (Note 21) | 89,487 | 85,441 | 1,602 | 38,269 | 91,089 | 123,710 | |
| a) Employee remuneration |
|||||||
| The amount recognised as remuneration to employees includes the amounts provisioned by certain Group | |||||||
| companies for long-service bonuses and other benefits for remaining at the company (anniversaries, |
The amount recognised as remuneration to employees includes the amounts provisioned by certain Group companies for long-service bonuses and other benefits for remaining at the company (anniversaries, retirement, medals, etc.), as well as the long-term incentive plan liquidated in 2023 (note 21).
| b) Defined benefit remuneration |
|||
|---|---|---|---|
| The Group has defined benefit pension plans. The main pension plans relate to various companies located in Germany and France. These plans include plans partially financed by an investment fund and plans not financed through the fund. |
|||
| The risks associated with the different defined benefit plans are those inherent to the pension plans that are not financed by an external fund without recourse to the employer. Furthermore, other risks associated with defined benefit plans common both to the plans partially financed and to the unfinanced plans, are of a demographic nature, such as the mortality and longevity of the employees included in the plan, and those of a financial nature, such as pension increase rates based on inflation. |
|||
| Thousand of euros | |||
| Item | Germany | France | Total |
| The balance recognised at December 31, 2023, and December 31, 2022, corresponding to those plans, broken down by country, was as follows: Present value of the defined benefit obligation Fair value of plan assets and reimbursement rights |
71,471 (4,242) |
10,445 (547) |
81,916 (4,789) |
| Value of defined benefit obligation at December 31, 2023 | 67,229 | 9,898 | 77,127 |
| Thousand of euros | |||
| Item | Germany | France | Total |
| Present value of the defined benefit obligation Fair value of plan assets and reimbursement rights |
66,429 (3,922) |
9,944 (888) |
76,373 (4,810) |

| Actuarial gains and losses attributable to non-controlling interests | - | ||
|---|---|---|---|
| The changes in the fair value of the assets used in the plan are as follows: | |||
| Thousand of euros | |||
| Germany | France | Total | |
| Fair value of plan assets and reimbursement rights at December 31, 2021 | 4,487 | 859 | 5,346 |
| Interest income or expense | 44 | 4 | 48 |
| Pension cost charged to profit and loss at 2022 | 44 | 4 | 48 |
| Payments from the plan except any settlements | (358) | (358) | |
| Return on plans assets, excluding amounts included in interest | - | - | |
| Actuarial gains and losses arising from changes in demographic assumptions | (609) | 383 | (226) |
| Actuarial gains and losses attributable to non-controlling interests | - | - | |
| Remeasurements of the net defined benefit liability | (609) | 383 | (226) (*) |
| Contributions to the plan by the employer | - | - | - |
| Fair value of plan assets and reimbursement rights at December 31, 2022 | 3,922 | 888 | 4,810 |
| Interest income or expense | 145 | 27 | 172 |
| Pension cost charged to profit and loss at 2023 | 145 | 27 | 172 |
| Payments from the plan except any settlements | (368) | (368) | |
| Return on plans assets, excluding amounts included in interest | - | - | |
| Actuarial gains and losses arising from changes in financial assumptions | 175 | - | 175 |
| Actuarial gains and losses attributable to non-controlling interests | - | - | |
| Remeasurements of the net defined benefit liability Other effects |
175 - |
- - |
175 (**) - |
(*) The amount recognised as actuarial gains and losses at December 31, 2022, included as an increase in the Statement of Changes in Equity, amounted to 22,994 thousand euros (23,218 thousand euros corresponding to the change in value of the defined benefit liabilities and -226 thousand euros corresponding to the change in value of the assets used in the plan).
| The breakdown of the expense recognised in the Consolidated Income Statement, relating to these | ||||||
|---|---|---|---|---|---|---|
| plans, is as follows: | ||||||
| Thousand of euros | ||||||
| Germany | France | Total | ||||
| Item | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Current services cost Gains and losses arising from settlements |
1,582 - |
2,562 - |
537 124 |
606 - |
2,119 124 |
3,168 - |
| Net interest on the net defined benefit liability (asset) | 2,121 | 664 | 290 | 45 | 2,411 | 709 |
| Net expense for defined benefit plans recognised in profit or loss | 3,703 | 3,226 | 951 | 651 | 4,654 | 3,877 |
| The main asset categories used in the plan and their fair value are as follows: | ||||||
| Thousand of euros | ||||||
| Item | Germany 2023 2022 |
France 2023 |
2022 | |||
| Investments quoted in active markets | ||||||
| Mixed investment funds in Europe | 4,242 | 3,922 | 547 | 888 | ||
| 4,242 | 3,922 | 547 | 888 | |||
| The main assumptions used to determine the defined benefit obligation are as follows: | ||||||
| Germany | France |
| Thousand of euros | |||
|---|---|---|---|
| Germany | France | ||
| Investments quoted in active markets | |||
| Thousand of euros | |||||||
|---|---|---|---|---|---|---|---|
| Germany | France | Total | |||||
| Net expense for defined benefit plans recognised in profit or loss | 3,703 3,226 |
951 | 651 | 4,654 | 3,877 | ||
| The main asset categories used in the plan and their fair value are as follows: | |||||||
| Thousand of euros | |||||||
| Germany | France | ||||||
| Investments quoted in active markets | |||||||
| The main assumptions used to determine the defined benefit obligation are as follows: | Germany | France | |||||
| Item | 2023 | 2022 | 2023 | 2022 | |||
| Discount rate | 3.2%-4.0% | 3,5%-3,7% | 3.3% | 3.5% | |||
| Expected rate of return on any plan assets | 3.2% | 3.7% | 3.0% | 0.5% | |||
| Future salary increases rate | 3.0% | 3.0% | 3.8% | 3.8% | |||
| Future pension increases rate | 2%-2.25% | 2%-2.25% | 2.0% | 2.0% | |||
| Inflation rate | 2.0% | 2.0% | 2.0% | 2.0% | |||
| Mortality table | RT 2018 G Dr. Klaus Heubeck |
RT 2018 G Dr. Klaus Heubeck |
INSEE F 2016-2018 | INSEE F 2008-2010 | |||
| Rates of employee turnover, disability and early retirement | Aon Hewitt Standard tables, RT 2018 G Dr. Klaus Heubeck, |
Aon Hewitt Standard tables, RT 2018 G Dr. Klaus Heubeck, |
1.9% | 1.9% | |||
| 63 | 63 | ||||||
| Proportion of plan members with dependants who will be eligible for benefits | 100.0% | 100.0% | - | - | |||
| before the reporting date or on benefits resulting from that service | 2.0% | 2.0% | 2.0% | 2.0% | |||
| Percentage of taxes payable by the plan on contributions relating to service The sensitivity analyses of the value of the obligation for defined benefits faced with changes in the main assumptions at December 31, 2023, and December 31, 2022, are as follows: |
2023 | ||||||
| Germany | France | ||||||
| Assumptions | Sensitivity | Increase | Decrease | Increase | Decrease | ||
| Discount rate | |||||||
| Increase | 0.5% | 4,051 | 535 | ||||
| Decrease | 0.5% | 3,740 | 581 | ||||
| Future pension increases rate | |||||||
| Increase | 0.5% | 1,727 | 576 | ||||
| Decrease | 0.5% | 1,569 | 536 | ||||
| Future salary increases rate | |||||||
| Increase | 0.5% | 19 | |||||
| Decrease | 0.5% | 17 | |||||
| Mortality table | RT 2018 G Dr. Klaus Heubeck |
RT 2018 G Dr. Klaus | |||
|---|---|---|---|---|---|
| Rates of employee turnover, disability and early retirement | Aon Hewitt Standard tables, RT 2018 G Dr. Klaus Heubeck, 63 |
Aon Hewitt Standard tables, RT 2018 G Dr. Klaus Heubeck, 63 |
|||
| Percentage of taxes payable by the plan on contributions relating to service | |||||
| 2023 | |||||
| Germany | France | ||||
| Discount rate | |||||
| Increase | 0.5% | 4,051 | 535 | ||
| Decrease | 0.5% | 3,740 | 581 | ||
| Future pension increases rate Increase |
0.5% | 1,727 | 576 | ||
| Decrease | 0.5% | 1,569 | 536 | ||
| Future salary increases rate | |||||
| Increase | 0.5% | 19 | |||
| Decrease | 0.5% | 17 | |||
| The sensitivity analyses of the value of the obligation for defined benefits faced with changes in the main assumptions at December 31, 2023, and December 31, 2022, are as follows: Mortality rate |

| 2022 | ||||||
|---|---|---|---|---|---|---|
| Germany | France | |||||
| Assumptions | Sensitivity | Increase | Decrease | Increase | Decrease | |
| Discount rate | ||||||
| Increase | 0.5% | 3,491 | ||||
| Decrease Increase |
0.5% 0.4% |
3,758 | 489 | |||
| Decrease | 0.4% | 53 | ||||
| Future pension increases rate | ||||||
| Increase | 0.5% | 1,727 | ||||
| Decrease | 0.5% | 1,479 | ||||
| Increase | 0.25% | 523 | ||||
| Decrease | 0.25% | 488 | ||||
| Future salary increases rate | ||||||
| Increase | 0.5% | 19 | ||||
| Decrease | 0.5% | 17 | ||||
| Mortality rate | ||||||
| Decrease | 1 year | 993 | ||||
| The future expected payments for contributions to the defined benefit pensions plans at December | ||||||
| 31, 2023, and December 31, 2022, are as follows: | ||||||
| Thousand of euros | ||||||
| 2023 | 2022 | |||||
| Germany | France | Total | Germany | France | Total | |
| Within the next 12 months | 1,871 | 50 | 1,921 | 1,982 | 123 | 2,105 |
| Between 2 and 5 years | 18,993 | 1,131 | 20,124 | 17,919 | 2,209 | 20,128 |
| Beyond 5 years | 42,327 | 31,134 | 73,461 | 41,199 | 26,330 | 67,529 |
| Total | 63,191 | 32,315 | 95,506 | 61,100 | 28,662 | 89,762 |
| Thousand of euros | |||
|---|---|---|---|
| Thousand of euros | |||||
|---|---|---|---|---|---|
| Borrowed funds | |||||
| Note 23. The breakdown of the Group's debt at December 31, 2023, and December 31, 2022, classified by item, is as follows: |
|||||
| Non current | Thousands of euros | Current | |||
| 2023 | 2022 | 2023 | 2022 | ||
| Item | |||||
| a) Interest-bearing loans, borrowings and debt issues |
a.1) | 2,257,933 | 2,252,035 a.2) |
311,900 | 576,918 |
| b) Derivative financial instruments |
b.1) | 60,576 | 11,447 b.1) |
2,754 | - |
| c) Other financial liabilities |
436,713 | 429,067 | 377,904 | 686,936 | |
| Leases liabilities Borrowings from related parties |
c.1) c.2) |
368,665 16,404 |
395,525 c.1) 17,929 c.2) |
79,260 2,527 |
87,109 111,107 |
| Other borrowings | c.3) | 51,644 | 15,613 c.3) |
296,117 | 488,720 |
| d) Other liabilities |
d) | 4,774 | 13,748 d) |
202,628 | 197,627 |

| Thousand of euros Foreign exchange |
Changes in | |||||
|---|---|---|---|---|---|---|
| 2022 | Cash flow | effect | fair value | Others | 2023 | |
| Interest-bearing loans, borrowings and debt issues | 2,828,953 | (285,340) | (43,188) | - | 69,408 | 2,569,833 |
| Finance lease | 482,634 | (34,335) | (374) | - | - | 447,925 |
| Borrowings from related parties Other borrowings |
129,036 504,333 |
(110,006) (172,113) |
- 3,201 |
- - |
(99) 12,340 |
18,931 347,761 |
| Gross Financial Debt (Note 4.6) | 3,944,956 | (601,794) | (40,361) | - | 81,649 | 3,384,450 |
| Derivative financial instruments | 11,447 | - | - | 51,883 | - | 63,330 |
| TOTAL | 3,956,403 | (601,794) | (40,361) | 51,883 | 81,649 | 3,447,780 |
| Thousand of euros | ||||||
| 2021 | Cash flow | Foreign exchange | Changes in | Others | 2022 | |
| effect | fair value | |||||
| Interest-bearing loans, borrowings and debt issues | 2,835,606 | (1,987) | 3,074 | - | (7,740) | 2,828,953 |
| Finance lease Borrowings from related parties |
446,251 129,015 |
36,938 1,247 |
(555) 6,102 |
- - |
- (7,328) |
482,634 129,036 |
| Other borrowings | 400,810 | 68,428 | - | - | 35,095 | 504,333 |
| Gross Financial Debt (Note 4.6) | 3,811,682 | 104,626 | 8,621 | - | 20,027 | 3,944,956 |
| Derivative financial instruments | 22,799 | - | - | (11,352) | - | 11,447 |
| Thousand of euros | ||||||
|---|---|---|---|---|---|---|
| effect | Changes in | |||||
| Thousand of euros | ||||||
| 2021 | Cash flow | Foreign exchange effect |
Changes in fair value |
Others | 2022 | |
| Interest-bearing loans, borrowings and debt issues | 2,835,606 | (1,987) | 3,074 | - | (7,740) | 2,828,953 |
| Finance lease | 446,251 | 36,938 | (555) | - | - | 482,634 |
| Borrowings from related parties | 129,015 | 1,247 | 6,102 | - | (7,328) | 129,036 |
| Other borrowings | 400,810 | 68,428 | - | - | 35,095 | 504,333 |
| Gross Financial Debt (Note 4.6) | 3,811,682 | 104,626 | 8,621 | - | 20,027 | 3,944,956 |
| Derivative financial instruments | 22,799 | - | - | (11,352) | - | 11,447 |
| Thousand of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Changes in | ||||||||
| effect | ||||||||
| a) The breakdown, by segment and maturity date, of non-current bank borrowings and debt securities is as follows: |
Interest-bearing loans, borrowing and debt issues a.1) Non-current Bank borrowings and long-term debt securities |
|||||||
| Thousands of euros | ||||||||
| 2023 | 2022 | |||||||
| Description | 2025 | 2026 | 2027 | 2028 | Beyond | Total | Total | |
| In Euro | 90,949 | 573,292 | 921,224 | 607,343 | 2,733 | 2,195,541 | 2,043,225 | |
| Western Europe | 75,944 | 563,292 | 914,224 | 605,421 | 2,733 | 2,161,614 | 2,015,201 | |
| Eastern Europe | 15,005 | 10,000 | 7,000 | 1,922 | - | 33,927 | 28,024 | |
| In foreign currency Brazilian real |
23,661 | 11,436 | - | 24,483 | 2,812 | 62,392 | 208,810 | |
| Mercosur | 953 | 524 | - | - | - | 1,477 | 330 | |
| Mexican Peso | ||||||||
| Mercosur | - | - | - | - | - | - | 863 | |
| US Dollar | ||||||||
| Western Europe | 1,783 | - | - | - | - | 1,783 | 165,195 | |
| Mercosur | 9,113 | 8,911 | - | - | - | 18,024 | 24,183 | |
| Turkish lira | ||||||||
| Eastern Europe | 2,382 | 727 | - | - | - | 3,109 | 5,172 | |
| Remimbi yuan | ||||||||
| Asia | 9,430 | 1,274 | - | - | - | 10,704 | 9,507 | |
| Romanian leu | - | - | - | - | - | - | ||
| Eastern Europe | - | |||||||
| Japanese Yen | 27,295 | 3,560 | ||||||
| Asia | - | - | - | 24,483 | 2,812 |
| 4,871 thousand euros). The interest rate on these policies at December 31, 2023, ranged between 4.65% and 5.90%, while at December 31, 2022, it ranged between 1.60% and 3.60%. |
|||||
|---|---|---|---|---|---|
| The detail of the maturities relating to the balances at December 31, 2022 is as follows: | |||||
| Thousands of euros | |||||
| 2022 | |||||
| 2024 | 2025 | 2026 | 2027 | Beyond | Total |
| 340,905 | 1,038,244 | 534,830 | 318,889 | 19,167 | 2,252,035 |
| The breakdown, by segment and maturity date, of non-current bank borrowings and debt securities at | |||||
| Thousands of euros | |||||
| The detail of the maturities relating to the balances at December 31, 2022 is as follows: The breakdown, by segment and maturity date, of non-current bank borrowings and debt securities at nominal value is as follows: |
Thousands of euros 2022 |
|||||
|---|---|---|---|---|---|---|
| Thousands of euros | ||||||
| 2023 | 2022 | |||||
| 2025 | 2026 | 2027 | 2028 | Beyond | Total | Total |
| 2,057,783 | ||||||
| 157,362 | 635,017 | 977,342 | 617,958 | 2,733 | 2,390,412 | 2,029,759 |
| 17,281 | 11,327 | 7,794 | 2,327 | - | 38,729 | 28,024 |
| 27,987 | 11,955 | 123 | 24,622 | 2,812 | 67,499 | 208,810 |
| 330 | ||||||
| - | - | - | - | - | - | 863 |
| 1,783 | - | - | - | - | 1,783 | 165,195 |
| 24,183 | ||||||
| 5,759 | 922 | - | - | - | 6,681 | 5,172 |
| 9,545 | 1,286 | - | - | - | 10,831 | 9,507 |
| - | ||||||
| 69 | 99 | 123 | 24,622 | 2,812 | 27,725 | 3,560 |
| 2,266,593 | ||||||
| 174,643 988 9,843 - 202,630 |
646,344 524 9,124 - 658,299 |
985,136 - - - 985,259 |
620,285 - - - 644,907 |
2,733 - - - 5,545 |
2,429,141 1,512 18,967 - 2,496,640 The detail of the maturities relating to the balances, at nominal value, at December 31, 2022, is as |
| Thousand of euros | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | |||||||
At December 31, 2023 or 2022, there were no items of property, plant, and equipment set aside to secure bank loans.
In addition, there are security interests that are detailed in the description of the individual transactions included in this Note.
The annual nominal interest rate on interest-bearing loans at December 31, 2023, is as follows:
| Interest rate | |
|---|---|
| Loans denominated in euros: |
4.90% - 5.90% |
| Loans denominated in Brazilian reals* |
3.50% - 6.90% |
| Loans denominated in US dollars |
4.60% |
* The lower level of the range corresponds to loans received by BNDES with a subsidised interest rate.
The annual nominal interest rate on interest-bearing loans at December 31, 2022, is as follows:
| Interest rate | |
|---|---|
| Loans denominated in euros: |
3.00% - 4.30% |
| Loans denominated in Brazilian reals* |
3.50% - 9.20% |
| Loans denominated in US dollars |
4.60% - 6.30% |
* The lower level of the range corresponds to loans received by BNDES with a subsidised interest rate.
The security interests existing in the financial transactions included under this heading are detailed in section a.3) of this note, except for the 2013 Syndicated Loan which, due to its singularity, is dealt with below in a separate section.
On May 20, 2016, the Parent Company signed an agreement modifying the original syndicated loan agreement signed on April 19, 2013, modifying both the principal, whose original amount was 532 million euros, (Tranche A1), increasing it by 340 million euros (Tranche A2), and certain conditions of such loan.
Also, a tranche of a Revolving Credit Facility exists, amounting to 325 million euros, which had not been drawn down at December 31, 2022.
After the required analysis, this operation was considered as a refinancing of the syndicated loan since there was no substantial modification of the debt.
On July 25, 2017, the Parent Company signed a new agreement to modify the original syndicated loan agreement signed in April 2013. This agreement implies changes in interest rates and payment dates. The maturity date for the contract was July 15, 2022.
The Group adopted IFRS 9 Financial Instruments for the first time in 2018. The accounting treatment adopted by IFRS 9 for restructurings requires adjusting the debt balance to the sum of the adjusted cash flows discounted to the original effective interest rate. This rate, once adjusted using the possible restructuring fees, must be used for subsequent periods.
The impact of the adoption of IFRS 9 at January 1, 2018, for the syndicated loan is as follows:

| Thousands of | |
|---|---|
| euros | |
| Liabilities | |
| Interest-bearing loans and borrowings and debt issues | (54,064) |
| Deferred tax liabilities | 12,976 |
| (41,088) | |
| Total liabilities |
On May 11, 2018, the Parent Company signed a new agreement to modify the original syndicated loan agreement signed in April 2013. This agreement implies changes in clauses of the agreement, without altering economic terms, maturities, drawdowns and allowing interim dividend distribution.
On February 25, 2019, the Parent Company signed a new agreement to modify the syndicated loan agreement modifying the maturity dates. Maturities initially set at 2020 and 2021 were postponed to April 30, 2023, amounting to 324 million euros. The first Tranche (Tranche A1) relates to the initial transaction while the second (Tranche A2) results from the extension made in 2016; accordingly, each one was treated separately given that the initial IRR of each transaction is different. The effect at December 31, 2019, recognised for said restructuring transaction was a positive financial result of 13,289 thousand euros, whose tax effect amounted to 3,189 thousand euros.
On January 23, 2020, the Parent Company signed a new agreement to amend the syndicated loan agreement, modifying the repayment dates so that the new maturity of the entire nominal amount is April 30, 2023. The effect at December 31, 2020, of this restructuring operation was a positive financial result of 8,293 thousand euros, with a tax effect of 1,990 thousand euros.
Also, Tranche A3 was arranged amounting to 172 million US dollars, arising from the extension of the nominal amount by 61 million US dollars and the conversion of the limits of Tranche A1 arranged in euros, amounting to 111 million US dollars. The maturity dates of this new tranche are the same as those established for tranches A1 and A2.
Also, Tranche A4 was arranged, in the amount of 25 million euros, arising from the extension of the notional amount for that sum. The maturity dates of this new tranche are the same as those established for the previous tranches.
Also, this agreement to modify the syndicated loan agreement granted the Parent the option to extend the maturity date to January 23, 2025 of all the tranches of this financing, eliminating the repayment set for 2023, although it set as a requirement for such extension the total or partial redemption of the high yield bond issued in May 2016 before September 30, 2021; if it was not cancelled in full or was only cancelled partially before said date, the maturity date would be April 30, 2023 for the proportional part equivalent to the uncancelled part of the 2016 bond.
On May 25, 2021, the Parent Company executed the repurchase of the Bond issued in May 2016, and thus, the automatic free extension of certain maturity dates of the syndicated loan from April 30, 2023, to January 23, 2025. The effect at December 31, 2021, of this restructuring operation under IFRS 9 was finance income of 25,922 thousand euros, with a tax effect of 6,221 thousand euros.
On May 22, 2023, the Parent cancelled the 2013 Syndicated Loan, the final maturity of which was January 2025, as described in the previous paragraph.

The amount accrued under Finance costs at December 31, 2023, as a result of application of the standard and the subsequent increase in Bank borrowings, including the effect arising from the cancellation of the loan itself, amounted to 17,949 thousand euros (19,125 thousand euros at December 31, 2022), with the corresponding reversal of the Deferred tax liability of 4,308 thousand euros (4,590 thousand euros at December 31, 2022).
On May 8, 2023, the Parent signed a syndicated loan with a group of banks in the amount of 1,700 million euros, divided into a Tranche A (loan) in the amount of 1,200 million euros, which was fully drawn down on May 22, 2023 and is therefore fully disbursed at December 31, 2023; and a revolving credit facility in the amount of 500 million euros, which is not drawn down at December 31, 2023.
The funds received from the drawdown of Tranche A were fully used for the early repayment of the Syndicated Loan 2013 as well as for the early repayment of several bilateral financing transactions.
Tranche A has a term of five years, with 50% of the nominal amount maturing on May 8, 2027, and the remainder in a final maturity on May 8, 2028. The revolving credit facility has a final maturity on May 8, 2028.
The Parent Company must accomplish certain financial obligations related to Consolidated Financial Statements over the life of the loan. These obligations are as follows:
The calculation of these financial ratios is to be carried out exclusively on the basis of the quarterly Consolidated Financial Statements for each financial year.
Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. At December 31, 2023, the ratios were within the above limits. Thus, the EBITDA/Financial Expenses ratio at December 31, 2023, is 6.95, while the Net Financial Debt/EBITDA ratio is 1.47. Ratios must be calculated in accordance with the accounting rules in force at any given time.
In addition, there is a limitation on the distribution of dividends, which may not exceed 50% of the consolidated profit for the year.
The outstanding amount of this syndicated loan at December 31, 2023, is registered as long-term for 1,185 million euros.
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III.
Also, a pledge was arranged on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A. Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.
In April 2018, the Group completed an issuance of senior bonds guaranteed through the Parent Company for a total aggregate amount of 400 million euros with an annual coupon of 3.25% and an IRR of 3.375%.
These bonds have an original maturity of April 30, 2026, and interest payable semi-annually (in November and May).
The amortised cost of the bond issued in April 2018, at December 31, 2023, amounts to 397 million euros (December 31, 2022: 396 million euros).
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and consolidated EBITDA, act as joint guarantors of the bond. The detail of these companies is provided in Appendix III.
Also, a pledge exists on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.
On November 11, 2019, the Parent Company completed an issue of "Schuldschein" bonds amounting to 176 million euros and 10 million US dollars.
During the years 2020 and 2021, 39 million euros and 54 million euros were repaid early, respectively. The breakdown as at December 31, 2023 of the various outstanding tranches is as follows:
| The amortised cost of the bond issued in April 2018, at December 31, 2023, amounts to 397 million euros (December 31, 2022: 396 million euros). |
|||||
|---|---|---|---|---|---|
| Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and consolidated EBITDA, act as joint guarantors of the bond. The detail of these companies |
|||||
| Also, a pledge exists on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A. |
|||||
| Schuldschein Bond Issue October 2019 | |||||
| On November 11, 2019, the Parent Company completed an issue of "Schuldschein" bonds amounting to 176 million euros and 10 million US dollars. During the years 2020 and 2021, 39 million euros and 54 million euros were repaid early, respectively. The breakdown as at December 31, 2023 of the various outstanding tranches is as follows: |
|||||
| Nominal | Currency | Issue date | Interest Rate | Interest Period |
Maturity |
| 58,000,000.00 | Euro | October 28, 2019 | Euribor 6M+240bps | Semi-annual | April 28, 2026 |
| 25,000,000.00 | Euro | November 11, 2019 | Euribor 6M+240bps | Semi-annual | April 28, 2026 |
| The Parent Company must comply with certain financial obligations exclusively at the end of each year in which this bond is in force, calculated on the basis of the Consolidated Financial Statements. These |
The Parent Company must comply with certain financial obligations exclusively at the end of each year in which this bond is in force, calculated on the basis of the Consolidated Financial Statements. These obligations are as follows:
Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. Both at December 31, 2023, and at December 31, 2022, these ratios were within the limits mentioned above, so the EBITDA/Financial expense ratio at December 31, 2023 was 8.29 (10.69 at December 31, 2022), while the Net Financial Debt/EBITDA ratio was December 31, 2023 was 1.30 (1.54 at December 31, 2022). These financial ratios must be calculated excluding the impact of changes in accounting regulations after December 31, 2018.
The outstanding amount at December 31, 2023, and December 31, 2022 of the Schuldchein bond granted to the Parent Company is recognised at long term amounting to 83 million euros.

Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III.
<-- PDF CHUNK SEPARATOR -->
| The breakdown by currency and segment of current interest-bearing loans and borrowings is as follows: | |||||||
|---|---|---|---|---|---|---|---|
| ------------------------------------------------------------------------------------------------------- | -- | -- | -- | -- | -- | -- | -- |
| a.2) Current interest-bearing loans, borrowings and debt issues | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The breakdown by currency and segment of current interest-bearing loans and borrowings is as follows: | ||||||||||||
| Credit facilities | Thousands of euros | Discounted bills and | (a)+(b)+(c)+(d) | |||||||||
| Description | Drawn down (a) | Limit | Loans (b) | Accrued interest (c) | Factoring (d) TOTAL |
|||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| In Euro Western Europe |
41,906 37,906 |
6,528 5,906 |
334,906 328,506 |
354,430 352,432 |
144,338 110,092 |
296,044 287,947 |
6,541 5,438 |
5,146 4,636 |
- - |
28 28 |
192,785 153,436 |
307,746 298,517 |
| Eastern Europe | 4,000 | 1 | 6,400 | 998 | 34,246 | 8,097 | 1,103 | 510 | - | - | 39,349 | 8,608 |
| Asia | - | 621 | - | 1,000 | - | - | - | - | - | - | - | 621 |
| In foreign currencies US dollar |
2,067 | 2,739 | 56,663 | 27,716 | 115,958 | 263,674 | 1,090 | 1,120 | - | 1,639 | 119,115 - |
269,172 - |
| Western Europe | 1,475 | 2,284 | 23,950 | 2,756 | - | 110,694 | - | - | - | - | 1,475 | 112,978 |
| Mercosur | - | - | - | - | 9,590 | 12,801 | - | - | - | - | 9,590 | 12,801 |
| North America Turkish lira |
- - |
- - |
- - |
- - |
48,417 - |
48,202 - |
540 - |
338 - |
- - |
- - |
48,957 - |
48,540 |
| Eastern Europe | - | - | - | - | 39,064 | 42,643 | 47 | 94 | - | - | 39,111 | 42,737 |
| Polish Zloty | - | - | - | - | - | - | - | - | - | - | - | |
| Eastern Europe | 16 | 155 | 1,842 | 1,708 | - | - | - | - | - | - | 16 | 155 |
| Argentine peso Mercosur |
- | - | - | - | 2,445 | - | - | 3 | - | - | 2,445 | 3 |
| Mexican peso | - | - | - | - | - | - | - | - | - | - | - | |
| Mercosur | 261 | - | - | - | - | - | - | - | - | - | 261 | - |
| Brazilian real Mercosur |
- - |
- - |
- - |
- - |
- 493 |
- 3,525 |
- 485 |
- 664 |
- - |
- - |
- 978 |
4,189 |
| Indian Rupee | - | - | - | - | - | - | - | - | - | - | - | |
| Asia | 315 | 300 | 30,871 | 23,252 | 20 | - | - | 4 | - | 1,639 | 335 | 1,943 |
| Remimbi Yuan | - | - | - | - | - | - | - | - | - | - | ||
| Asia Romanian Leu |
- | - | - - |
- - |
15,929 - |
21,594 - |
10 - |
17 | - | - | 15,939 | 21,611 |
| Eastern Europe | - | - | - | - | - | - | - | - | - | - | - | - |
| Japanese yen | - | - | - | - | - | - | - | - | - | - | ||
| Asia | - | - | - | - | - | 24,215 | 8 | - | - | - | 8 | 24,215 |
| 43,973 | 9,267 | 391,569 | 382,146 | 260,296 |
| The breakdown by currency and segment of current interest-bearing loans and borrowings, at nominal value, is as follows: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousands of euros | ||||||||||||
| Credit facilities | Discounted bills and | (a)+(b)+(c)+(d) | ||||||||||
| Description | Drawn down (a) | Limit | Loans (b) | Accrued interest (c) | Factoring (d) | TOTAL | TOTAL | |||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| In Euro | 41,906 | 6,528 | 334,906 | 354,430 | 144,338 | 306,397 | 6,541 | 5,146 | - | 28 | 192,785 | 318,099 |
| Western Europe | 37,906 | 5,906 | 328,506 | 352,432 | 110,092 | 298,300 | 5,438 | 4,636 | - | 28 | 153,436 | 308,870 |
| Eastern Europe | 4,000 | 1 | 6,400 | 998 | 34,246 | 8,097 | 1,103 | 510 | - | - | 39,349 | 8,608 |
| Asia In foreign currency |
- 2,067 |
621 2,739 |
- 56,663 |
1,000 27,716 |
- 115,958 |
- 263,674 |
- 1,090 |
- 1,120 |
- - |
- 1,639 |
- 119,115 |
621 269,172 |
| US dollar | - | - | ||||||||||
| Western Europe | 1,475 | 2,284 | 23,950 | 2,756 | - | 110,694 | - | - | - | - | 1,475 | 112,978 |
| Mercosur | - | - | - | - | 9,590 | 12,801 | - | - | - | - | 9,590 | 12,801 |
| North America | - | - | - | - | 48,417 | 48,202 | 540 | 338 | - | - | 48,957 | 48,540 |
| Turkish lira | - | - | - | - | - | - | - | - | - | - | - | |
| Eastern Europe | - | - | - | - | 39,064 | 42,643 | 47 | 94 | - | - | 39,111 | 42,737 |
| Polish Zloty Eastern Europe |
- 16 |
- 155 |
- 1,842 |
- 1,708 |
- - |
- - |
- - |
- - |
- - |
- - |
16 | 155 |
| Argentine peso | ||||||||||||
| Mercosur | - | - | - | - | 2,445 | - | - | 3 | - | - | 2,445 | 3 |
| Mexican peso | - | - | - | - | - | - | - | - | - | - | - | |
| Mercosur | 261 | - | - | - | - | - | - | - | - | - | 261 | - |
| Brazilian real | - | - | - | - | - | - | - | - | - | - | ||
| Mercosur Indian rupee |
- - |
- - |
- - |
- - |
493 - |
3,525 - |
485 - |
664 - |
- - |
- - |
978 | 4,189 |
| Asia | 315 | 300 | 30,871 | 23,252 | 20 | - | - | 4 | - | 1,639 | 335 | 1,943 |
| Remimbi yuan | ||||||||||||
| Asia | - | - | - | - | 15,929 | 21,594 | 10 | 17 | - | - | 15,939 | 21,611 |
| Romanian leu | ||||||||||||
| Eastern Europe | - | - | - | - | - | - | - | - | - | - | - | - |
| Japanese yen | ||||||||||||
| Asia | - | - | - | - | - | 24,215 | 8 | - | - | - | 8 | 24,215 |
| 43,973 | 9,267 | 391,569 | 382,146 | 260,296 | 570,071 | 7,631 | 6,266 | - | 1,667 | 311,900 | 587,271 |
The breakdown by currency and segment of current interest-bearing loans and borrowings, at nominal value, is as follows:

The credit facilities reported in the table above relate to short-term credit facilities only. At December 31, 2023, the Group holds long-term bilateral credit lines maturing in more than 12 months amounting to 147,500 thousand euros, against which 57,246 thousand euros had been drawn down and are recognised as non-current (Note 23.a.1) (December 31, 2022: 96,300 thousand euros against which 4,871 thousand euros had been drawn down).
The Group has total contracted capacity in recourse and non-recourse factoring and commercial paper discounting facilities of 1,153 million euros at December 31, 2023 (December 31, 2022: 1,061 million euros).
The interest rate of the credit facilities is basically linked to the Euribor floating interest rate plus a spread ranging from 0.75 % to 2.0 % for the 2023 financial year and from 0.75 % to 2.00 % for the 2022 financial year.
| Financial Entity | a.3) Guarantees on financial transactions Contracting Company |
Contract Signature Date |
Amount | Maturity Date | Limitation on distribution of dividends | Outstanding amount at the date of the accompanying Consolidated Financial |
Guarantor companies |
|---|---|---|---|---|---|---|---|
| European Investment Bank | Parent Company | 15/06/2016 | 160 mill Euro | 22/06/2023 | The dividend to be distributed in each year may not exceed 50% of the consolidated profit for the year |
Statements (***) |
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III |
| European Investment Bank | Parent Company | 18/05/2020 | 200 mill Euros | 28/05/2027 | The dividend to be distributed in each year may not exceed 50% of the consolidated profit for the year |
200 million euros recorded as long-term (200 million euros at December 31, 2022) |
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III |
| Slovenská Sporiteľňa, a. s. | Gestamp Nitra, S.r.o. | 26/10/2017 | 50 mill Euros | 30/04/2027 | N/A | 21 million euros recorded as long-term and 3 million euros recorded as short-term (21 million euros recorded as long-term and 6 million euros recorded as short-term at December 31, 2022) |
N/A |
| Caixabank, S.A. | Parent Company | 11/03/2020 | 100 mill Euros (*) | 30/04/2024 | The dividend to be distributed in each year may not exceed 50% of the consolidated profit for the year |
100 million euros recorded as long-term (100 million euros at December 31, 2022) |
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III |
| Instituto de Crédito Oficial, Entidad Pública Empresarial |
Parent Company | 09/07/2020 | 100 mill Euros(**) | 09/07/2027 | N/A | 100 million euros recorded as long-term (100 million euros at December 31, 2022) |
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III |
| () The loan has been paid off in the second quarter of 2023. (**) The loan has been canceled on the expiration date |
(**) Amount payable in 8 quarterly instalments of the same amount, with the first instalment paid in July 2020. Additionally, on January 21, 2022 and April 21, 2022, two additional drawdowns of 12.5 million euros each were made. |

The contracting companies listed in the table above undertake to fulfil certain financial obligations during the term of the financial transaction and in relation to the Group's consolidated financial statements. These obligations are as follows:
The calculation of these financial ratios is to be carried out exclusively on the basis of the quarterly Consolidated Financial Statements for each financial year.
Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. Both at December 31, 2023, and at December 31, 2022, these ratios were within the limits mentioned above, so the EBITDA/Financial expense ratio at December 31, 2023 was 8.29 (10.69 at December 31, 2022), while the Net Financial Debt/EBITDA ratio was December 31, 2023 was 1.30 (1.54 at December 31, 2022). These financial ratios must be calculated excluding the impact of changes in accounting regulations after December 31, 2018. Description 2023 2022
These Consolidated Balance Sheet asset and liability headings include the fair value of the interest rate and exchange rate hedges and derivatives held for trading arranged by the Group, which are as follows:
| b.1) Interest rate derivatives and exchange rate derivatives These Consolidated Balance Sheet asset and liability headings include the fair value of the interest rate and exchange rate hedges and derivatives held for trading arranged by the Group, which are as follows: Thousands of euros Description 2023 2022 Financial assets - long term derivatives (Note 12.a.3)) 103,572 130,849 Cash flow hedges 103,572 124,483 Exchange rate hedges - 6,366 Financial liabilities - long term derivatives 60,576 11,447 Cash flow hedges 56,367 11,096 Exchange rate hedges 4,209 351 Financial liabilities - short term derivatives 2,754 - Exchange rate hedges 2,754 - |
of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. Both at December 31, 2023, and at December 31, 2022, these ratios were within the limits mentioned above, so the EBITDA/Financial expense ratio at December 31, 2023 was 8.29 (10.69 at December 31, 2022), while the Net Financial Debt/EBITDA ratio was December 31, 2023 was 1.30 (1.54 at December 31, 2022). These financial ratios must be calculated excluding the impact of changes |
|
|---|---|---|
| Interest rate derivatives | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 are as follows: | The interest rate financial swaps, arranged by the Group, in place at December 31, 2023, and | |||||||||
| 2023 | Thousands of euros | 2022 | ||||||||
| Contract | Item | Asset | Liability | Asset | Liability | |||||
| 6 10 |
Cash flow Cash flow |
4,507 1,003 |
9,165 1,931 |
|||||||
| 11 | Cash flow | 5,838 | 11,703 | |||||||
| 12 13 |
Cash flow Cash flow |
|||||||||
| 14 | Cash flow | 16,881 | 25,557 | |||||||
| 15 | Cash flow | 12,099 | 18,302 | |||||||
| 16 17 |
Cash flow Cash flow |
10,879 10,906 |
16,460 16,491 |
|||||||
| 18 | Cash flow | 4,508 | 9,165 | |||||||
| 19 20 |
Cash flow Cash flow |
5,159 | 1,003 | 19,888 | 1,931 | |||||
| 21 | Cash flow | 765 | 4,986 | |||||||
| 22 23 |
Cash flow Cash flow |
15,620 15,620 |
||||||||
| 24 | Cash flow | 13,077 | ||||||||
| 25 | Cash flow | 6,539 | ||||||||
| 26 27 |
Cash flow Cash flow |
10,443 10,912 |
||||||||
| 28 | Cash flow | 9,435 | ||||||||
| 29 | Cash flow | 4,745 | ||||||||
| Total cash flow hedges | 103,572 | 56,367 | 124,483 | 11,096 | ||||||
| At December 31, 2023, and December 31, 2022, the Group had implemented a strategy to hedge interest rate risk on the notional value of the Group's estimated bank debt for the period from 2023 to 2028, through these financial interest rate swaps with the following notional amounts in thousands |
||||||||||
| Year | Contract 6 | Contract 11 | Contract 14 | Contract 15 | Contract 16 | Contract 17 | Contract 18 | Contract 20 | ||
| 2024 2025 2026 2027 2028 |
190,000 | 155,585 | 140,000 140,000 140,000 140,000 140,000 |
100,000 100,000 100,000 100,000 100,000 |
90,000 90,000 90,000 90,000 90,000 |
90,000 90,000 90,000 90,000 90,000 |
(190,000) | 190,000 190,000 190,000 190,000 |
||
| Total cash flow hedges | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| of euros: | |||||||||
| Year | Contract 6 | Contract 11 | Contract 14 | Contract 15 | Contract 16 | Contract 17 | Contract 18 | Contract 20 | |
| 2024 | 190,000 | 155,585 | 140,000 | 100,000 | 90,000 | 90,000 | (190,000) | 190,000 | |
| 2025 | 140,000 | 100,000 | 90,000 | 90,000 | 190,000 | ||||
| 2026 | 140,000 | 100,000 | 90,000 | 90,000 | 190,000 | ||||
| 2027 | 140,000 | 100,000 | 90,000 | 90,000 | 190,000 | ||||
| 2028 | 140,000 | 100,000 | 90,000 | 90,000 | |||||
| Year | Contract 21 | Contract 22 | Contract 23 | Contract 24 | Contract 25 | Contract 26 | Contract 27 | Contract 28 | Contract 29 |
| Total cash flow hedges | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| At December 31, 2023, and December 31, 2022, the Group had implemented a strategy to hedge | |||||||||
| interest rate risk on the notional value of the Group's estimated bank debt for the period from 2023 | |||||||||
| to 2028, through these financial interest rate swaps with the following notional amounts in thousands | |||||||||
| of euros: | |||||||||
| 2026 | 140,000 | 100,000 | 90,000 | 90,000 | 190,000 | ||||
| 2027 | 140,000 | 100,000 | 90,000 | 90,000 | 190,000 | ||||
| 2028 | 140,000 | 100,000 | 90,000 | 90,000 | |||||
| Year | Contract 21 | Contract 22 | Contract 23 | Contract 24 | Contract 25 | Contract 26 | Contract 27 | Contract 28 | Contract 29 |
| 2024 | 60,000 | (129,000) | (129,000) | (108,000) | (54,000) | 369,000 | 369,000 | 308,000 | 154,000 |
| 2025 | 60,000 | (129,000) | (129,000) | (108,000) | (54,000) | 369,000 | 369,000 | 308,000 | 154,000 |
| 2026 | (129,000) | (129,000) | (108,000) | (54,000) | |||||
| 2027 | (129,000) | (129,000) | (108,000) | (54,000) | |||||
| 2028 | (129,000) | (129,000) | (108,000) | (54,000) | |||||
| Contract 18 is signed in compensation for contract 6. | |||||||||
| The interest rate financial swaps, arranged by the Group, in place at December 31, 2023, have the | |||||||||
| following terms: | |||||||||
| Contract Contract 6 Contract 10 Contract 11 Contract 14 Contract 15 Contract 16 Contract 17 |
Effective date December 31, 2020 December 31, 2020 April 24, 2020 |
Maturity date | Floating rate (to be received) |
|
|---|---|---|---|---|
| Fixed rate (to be paid) | ||||
| 3-month Euribor | 1.459% | |||
| December 31, 2025 December 31, 2024 |
3-month Euribor | 1.600% | ||
| January 23, 2025 | 1-month Euribor | -0.507% | ||
| May 16, 2022 | May 16, 2029 | 3-month Euribor | -0.033% | |
| May 16, 2022 | May 16, 2029 | 3-month Euribor | -0.041% | |
| May 15, 2022 | May 15, 2029 | 3-month Euribor | -0.040% | |
| May 16, 2022 | May 15, 2029 | 3-month Euribor | -0.046% | |
| Contract 18 | July 1, 2021 | December 31, 2025 | 3-month Euribor | 1.459% |
| Contract 19 | July 1, 2021 | December 31, 2024 | 3-month Euribor | 1.600% |
| Contract 20 | July 1, 2021 | April 30, 2029 | 3-month Euribor | -0.500% |
| Contract 21 | July 1, 2021 | January 31, 2028 | 3-month Euribor | -0.500% |
| Contract 22 | May 31, 2023 | May 18, 2029 | 3-month Euribor | -0.039% |
| Contract 23 | May 31, 2023 | May 18, 2029 | 3-month Euribor | -0.039% |
| Contract 24 | May 31, 2023 | May 18, 2029 | 3-month Euribor | -0.039% |
| Contract 25 | May 31, 2023 | May 18, 2029 | 3-month Euribor | -0.039% |
| Contract 26 | May 31, 2023 | May 29, 2026 | 3-month Euribor | 1.374% |
| Contract 27 | May 31, 2023 | May 29, 2026 | 3-month Euribor | 1.320% |
| Contract 28 Contract 29 |
May 31, 2023 May 31, 2023 |
May 29, 2026 May 29, 2026 |
3-month Euribor 3-month Euribor |
1.275% 1.268% |
| The hedging arrangements, outlined above, are qualified as effective hedges under IFRS hedge accounting criteria. Accordingly, changes in the fair value of the financial swaps are recognised in Equity while the accrued interest is recognised in the Consolidated Income Statement. |
||||
| The years in which the settlements of hedges are expected to affect the Consolidated Income | ||||
| Thousands of euros | ||||
| (Expenses)/Incomes | ||||
| 31-12-2023 | ||||
| 2024 | 34,492 | |||
| 2025 | 8,241 | |||
| 2026 | 4,180 | |||
| 2027 | (69) | |||
| 2028 | 309 | |||
| 2029 | 52 | |||
| Total | 47,205 | |||
| Thousands of euros |
The hedging arrangements, outlined above, are qualified as effective hedges under IFRS hedge accounting criteria. Accordingly, changes in the fair value of the financial swaps are recognised in Equity while the accrued interest is recognised in the Consolidated Income Statement.
The years in which the settlements of hedges are expected to affect the Consolidated Income Statement are as follows:
| Thousands of euros | |||
|---|---|---|---|
| (Expenses)/Incomes | |||
| 31-12-2023 | |||
| 2024 | 34,492 | ||
| 2025 | 8,241 | ||
| 2026 | 4,180 | ||
| 2027 | (69) | ||
| 2028 | 309 | ||
| 2029 | 52 | ||
| Total | 47,205 | ||
| Thousands of euros | |||
| (Expenses)/Incomes | |||
| 31-12-2022 | |||
| 2023 | 25,497 | ||
| 2024 | 23,859 | ||
| 2025 | 15,367 | ||
| 2026 | 15,787 | ||
| 2027 | 14,987 | ||
| 2028 | 13,047 | ||
| 2029 | 4,843 - | ||
| 113,387 | |||
| Total |
At December 31, 2023, the Group transferred from Equity to the Consolidated Income Statement income of 37.662 thousand euros as a result of settlements carried out in the year corresponding to

interest rate hedges. At December 31, 2022, the income recognised for this same item came to 635 thousand euros.
At December 31, 2023, and December 31, 2022, the Group had no derivatives held for trading.
In 2023, all hedging operations were efficient, accordingly, there was no impact on the Consolidated Income Statement.
Certain Group companies follow the practice of hedging the exchange rate of the currency in which certain loans are denominated with exchange rate derivative contracts. The initial valuation of the derivatives is recorded under Other current assets/liabilities and is accrued over the life of the hedged loan on a straight-line basis, with the total payable balance at December 31, 2023 amounting to 65 thousand euros (payable balance at December 31, 2022 of 5 thousand euros (Note 15.e)).
The Group transferred 503 thousand euros from the beginning of the derivative from equity to the consolidated income statement (5,049 thousand euros at December 31, 2022) to offset the total exchange loss generated in the measurement of the loans.
| are as follows: | Details of the exchange rate derivatives contracted by the Group outstanding at December 31, 2023, and December 31, 2022, in thousands of euros, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Derivative financial asset/liability |
Other current assets/liabilities | Retained earnings on hedging transactions | |||||||||||
| Company | Hedged item | Nominal value of the loan |
Fair value 31-12-2023 |
31-12-2022 | Initial fair value |
Accrual | Balance at 31-12-2023 |
Accumulated 31-12-2023 |
Exchange difference FY 2023 |
Previous years | Previous balance 31-12-2023 |
Deferred Tax |
Balance at 31-12-2023 |
| Bank of America loan in 07-2018 | 26,229 | (22,547) | (1,985) | 535 | (190) (in 48 months) |
345 | (12,225) | (9,088) | (3,137) | 9,787 | - | 9,787 | |
| Gestamp Brasil, S.A. | 5.6595 | 5.3570 | 5.3570 | 5.4322 | 5.3570 | - | 5.3570 | 5.3570 | |||||
| Closing exchange rate EUR/BRL | (Thousand of USD) | 5.3570 | 5.6595 | ||||||||||
| Amount in Euros | (4,210) | (350) | 95 | (35) | 65 | (2,251) | (1,697) | (554) | 1,827 | - | 1,827 | ||
| Gestamp Automoción, S.A. | Mexico EBITDA FY2024 | 215,945 (Thousand of USD) |
(3,040) | - | 3,040 | 3,040 | - | 3,040 | (760) | 2,281 | |||
| Closing exchange rate EUR/USD | 1.1039 | - - |
1.1039 | 1.1039 | - | 1.1039 | 1.1039 | 1.1039 | |||||
| Amount in Euros | (2,755) | - | 2,754 | 2,754 | - | 2,754 | (688) | 2,066 |
The balance of hedging transactions at December 31, 2023, and December 31, 2022, included in retained earnings in the Consolidated Balance Sheet is as follows:
| Thousands of euros | ||
|---|---|---|
| Description | 31-12-2023 | 31-12-2022 |
| Interest rate derivatives Exchange rate derivatives |
35,876 (3,893) |
98,873 732 |
The change of financial instruments in retained earnings in 2023 and 2022 is as follows:
| The balance of hedging transactions at December 31, 2023, and December 31, 2022, included in retained earnings in the Consolidated Balance Sheet is as follows: |
||
|---|---|---|
| Thousands of euros | ||
| The change of financial instruments in retained earnings in 2023 and 2022 is as follows: | ||
| Thousands of euros | ||
| Adjustment due to change value 31-12-2021 | 8,283 | |
| Variation in fair value adjustment | 91,322 | |
| Variation in deferred tax from financial instruments | (28,893) | |
| Variation in derivative financial instruments (liabilities) | 120,215 | |
| Interest rate derivatives | 120,389 | |
| Exchange rate derivatives | (174) | |
| Adjustment due to change value 31-12-2022 | 99,605 | |
| Variation in fair value adjustment | (67,622) | |
| Variation in deferred tax from financial instruments | 15,884 | |
| Variation in derivative financial instruments (liabilities) | (83,506) | |
| Interest rate derivatives | (78,881) | |
| Exchange rate derivatives Adjustment due to change value 31-12-2023 |
(4,625) 31,983 |
The lease commitments recognised under this heading relate to the present value of the leases. The detail by type of asset, both short and long-term, at December 31, 2023, and December 31, 2022 is as follows:
| Interest rate derivatives | (78,881) | ||||
|---|---|---|---|---|---|
| Exchange rate derivatives | (4,625) | ||||
| Other financial liabilities | |||||
| c.1) Leases liabilities | The lease commitments recognised under this heading relate to the present value of the leases. The detail by type of asset, both short and long-term, at December 31, 2023, and December 31, 2022 |
||||
| Thousands of euros | |||||
| Type of asset | Short term | Between one and five years |
More than five years |
Total 2023 |
Total 2022 |
| Stores | 6,314 | 18,513 | 26,393 | 51,220 | 51,473 |
| Machinery | 29,371 | 33,055 | 10,174 | 72,600 | 95,311 |
| Offices | 4,571 | 13,147 | 6,713 | 24,431 | 27,265 |
| Plants | 25,579 | 93,567 | 125,784 | 244,930 | 248,042 |
| Tooling | 5,975 | 2,800 | - | 8,775 | |
| Lands | 1,491 | 6,279 | 17,142 | 24,912 | 21,291 25,703 |
| Others | 5,959 | 15,098 | - | 21,057 | 13,549 |
As at December 31, 2023, both long-term and short-term leases include debt with related parties in the amount of 2,605 thousand euros and 3,005 thousand euros, respectively (7,902 thousand euros and 6,994 thousand euros, respectively, at December 31, 2022) (Note 32.1).
The detail of the maturities of the balance of this account at December 31, 2022, is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 31-12-2022 | ||||
| Short term | Between one and five years |
More than five years |
Total | |
| 87,109 | 200,669 | 194,856 | 482,634 | |
| Lease commitments at the nominal value of leases, by type of asset, both short and long-term, | ||||
| Thousands of euros |
Lease commitments at the nominal value of leases, by type of asset, both short and long-term, at December 31, 2023, and December 31, 2022 is as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 31-12-2022 | |||||
| Short term | Between one and | More than five | Total | ||
| five years | years | ||||
| at December 31, 2023, and December 31, 2022 is as follows: | |||||
| Thousands of euros | |||||
| Type of asset | Short term | Between one and | More than five | Total | Total |
| Stores | 9,044 | five years 27,127 |
years 49,428 |
2023 85,599 |
2022 84,869 |
| Machinery | 30,516 | 33,589 | 10,174 | 74,279 | 99,150 |
| Offices | 5,805 | 16,365 | 9,585 | 31,755 | 34,327 |
| Plants | 38,685 | 135,175 | 157,466 | 331,326 | 341,255 |
| Tooling | 6,271 | 2,881 | - | 9,152 | 22,631 |
| Lands | 2,531 | 10,124 | 22,951 | 35,606 | 37,344 |
| 6,715 | 16,664 | - | 23,379 | 14,316 | |
| Others | 249,604 | 591,096 | 633,892 |
| Thousands of euros | |||
|---|---|---|---|
| 31-12-2022 | |||
| Between one and | More than five | ||
| Short term | five years | years | Total |
| 2023 2022 2023 2022 - - - 16,404 17,929 1,525 - - 1,002 1,195 |
five years years c.2) Borrowings from related parties Long term Short term |
Thousands of euros 31-12-2022 Between one and More than five Short term Total Fixed assets suppliers (Note 32.1) Interest (Note 32.1) |
||||
|---|---|---|---|---|---|---|
| 1,431 | ||||||
| 108,481 | Description Loans (Note 32.1) |
The detail of the maturities of the balance of this account, at nominal value as at December 31, 2022, This heading in the Consolidated Balance Sheet includes the following items with related parties: |
||||
On 30 December 2021, it was agreed with Mitsui & Co. Ltd. to renew the loan to Gestamp North America, Inc for 114 million dollars, with a new maturity of the total loan in December 2023. The interest rate associated with this loan is 3-month Libor plus 2.0%. This loan has been repaid on maturity in December 2023.
| The breakdown of expected maturities for long-term borrowings with related parties is as follows | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Note 32.1): | ||||||||
| Thousands of euros | ||||||||
| Total | Total | |||||||
| Description | 2025 | 2026 | 2027 | 2028 | Beyond | 2023 | 2022 | |
| Fixed assets suppliers | 1,625 | 1,731 | 1,845 | 1,966 | 9,237 | 16,404 | ||
| Western Europe | 1,625 | 1,731 | 1,845 | 1,966 | 9,237 | 16,404 | ||
| The detail of the maturities of the balance of this account at December 31, 2022, is as follows: | 17,929 17,929 |
|||||||
| Thousands of euros | ||||||||
| 31-12-2022 | ||||||||
| 2024 | 2025 | 2026 | 2027 | Beyond | Total |
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 31-12-2022 | |||||
| 1,525 | 1,625 | 1,731 | 1,845 | 11,203 | 17,929 |
| Fixed assets suppliers | 1,625 | 1,731 | 1,845 | 1,966 | 9,237 | 16,404 | 17,929 | |
|---|---|---|---|---|---|---|---|---|
| The detail of the maturities of the balance of this account at December 31, 2022, is as follows: | ||||||||
| Thousands of euros | ||||||||
| 31-12-2022 | ||||||||
| 1,525 | 1,625 | 1,731 | 1,845 | 11,203 | 17,929 | |||
| c.3) Other borrowings | ||||||||
| Other non-current borrowings | ||||||||
| and December 31, 2022, are as follows: | ||||||||
| Thousands of euros | ||||||||
| Description | 2025 | 2026 | 2027 | 2028 | Beyond | Total 2023 |
Total 2022 |
|
| Loans from Ministry of Science and Technology | 3,697 | 3,358 | 9,504 | 8,860 | 26,225 | 51,644 | 15,613 | |
| The detail of these amounts corresponds to companies included in the Western Europe segment. | ||||||||
| The detail of the maturities of the balance of this account at December 31, 2022, is as follows: | ||||||||
| Thousands of euros | ||||||||
| Total 31-12-2022 |
||||||||
| 2024 | 2025 | 2026 | 2027 | Beyond | Total | |||
| 4,751 | 3,714 | 2,448 | 1,885 | 2,815 | 15,613 | |||
| Other current borrowings | ||||||||
| At December 31, 2023, and December 31, 2022, this heading exclusively included new transactions |
| Thousands of euros | |||
|---|---|---|---|
| Total | |||
| 31-12-2022 | |||
At December 31, 2023, and December 31, 2022, this heading exclusively included new transactions arranged at short-term to defer amounts with third parties as part of the Group's policy of protecting its liquidity and financial capacity, which entail an additional financial cost.
Other non-current liabilities
| The breakdown of the amounts included under this heading by maturity and segment at December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023, and December 31, 2022 is as follows: | |||||||
| Thousands of euros | |||||||
| Beyond | Total | Total | |||||
| Description | 2025 | 2026 | 2027 | 2028 | 2023 | 2022 | |
| Guarantees received | 285 | 26 | - | - | 127 | 438 | 435 |
| Western Europe | 285 | 26 | - | - | 127 | 438 | 429 |
| North America Mercosur |
- - |
- - |
- - |
- - |
- - |
- - |
5 1 |
| Fixed assets suppliers | 273 | 273 | 272 | - | - | 818 | 1,090 |
| Western Europe | 273 | 273 | 272 | - | - | 818 | 1,090 |
| Other creditors | 1,351 | 1,075 | 333 | - | 759 | 3,518 | 12,223 |
| Western Europe | 1,351 | 1,075 | 333 | - | - | 2,759 | 7,484 |
| Mercosur Asia |
- - |
- - |
- - |
- - |
- 759 |
- 759 |
4,120 619 |
| Total | 1,909 | 1,374 | 605 | - | 886 | 4,774 | 13,748 |
| The detail of the maturities relating to the balances at December 31, 2022, is as follows: | |||||||
| Thousands of euros | |||||||
| 2024 | 2025 2026 |
31-12-2022 2027 |
Beyond | Total | |||
| 6,930 | 1,283 1,301 |
3,503 | 731 | 13,748 | |||
| Other current liabilities | |||||||
| The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as follows: | |||||||
| Thousands of euros | |||||||
| Item | 2023 | 2022 | |||||
| Fixed assets suppliers | 138,210 | 137,383 | |||||
| Dividends (Note 32.1) | 41,141 | 35,609 | |||||
| Interim dividends | 40,051 | 35,086 | |||||
| Dividends | 1,090 | 523 | |||||
| Short term debts | 22,550 | 19,509 |
| Thousands of euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31-12-2022 | |||||||||
| 6,930 | 1,283 | 1,301 | 3,503 | 731 | 13,748 |
| The detail of the maturities relating to the balances at December 31, 2022, is as follows: | ||||||
|---|---|---|---|---|---|---|
| Thousands of euros | ||||||
| 31-12-2022 | ||||||
| 1,283 | 731 | 13,748 | ||||
| 6,930 | 1,301 | 3,503 | The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as follows: | |||
| Item | 2023 | Thousands of euros | 2022 | |||
| Fixed assets suppliers | 138,210 | 137,383 | ||||
| Dividends (Note 32.1) | 41,141 | 35,609 | ||||
| Interim dividends | 40,051 | 35,086 | ||||
| Dividends | 1,090 | 523 | ||||
| Short term debts | 22,550 | 19,509 | ||||
| Deposits and guarantees | 504 | 4,340 | ||||
| Others | 223 | 786 |
On January 12, 2023, the unpaid dividend payment at December 31, 2022, amounting to 35,086 thousand euros, was paid.
On January 10, 2024, the unpaid interim dividend at December 31, 2023, amounting to 40,051 thousand euros, was paid (Note 17.4).
Dividends mainly relates to dividends pending payment by Jui Li Edscha Body System Co. Ltd, for 1,086 thousand euros (520 thousand euros at December 31, 2022).
| Note 24. Deferred tax |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| The movement in deferred tax assets and deferred tax liabilities was as follows: | ||||||||||
| Thousands of euros | ||||||||||
| Unrealized, non | ||||||||||
| Deferred tax assets | deductible | |||||||||
| Tax credits | Provisions | Accelerated depreciation |
exchange gains (losses) |
Financial transactions |
Commercial transactions |
IFRS 16 | Development costs |
Other deferred taxes |
Total | |
| At December 31, 2021 | 284,515 | 63,688 | 17,832 | 5,016 | 39,710 | 37,678 | 6,216 | 5,233 | 16,903 | 476,791 |
| Changes in scope of consolidation | 688 | 1,153 | 101 | - | - | - | - | - | 921 | 2,863 |
| Increases | 25,326 | 40,527 | 5,859 | 2,926 | 12,024 | 13,758 | 22,604 | 30,421 | 11,928 | 165,373 |
| Decreases | (68,058) | (24,772) | (867) | (5,875) | (29,578) | (8,307) | (21,263) | (1,408) | (10,979) | (171,107) |
| Translation differences | 5,240 | 954 | 848 | 643 | 1,125 | (466) | 107 | 215 | (1,673) | 6,993 |
| Other movements | (35,632) | 8,375 | 2,234 | 132 | (4,696) | (2,023) | (58) | (30) | (1,636) | (33,334) |
| At December 31, 2022 | 212,079 | 89,925 | 26,007 | 2,842 | 18,585 | 40,640 | 7,606 | 34,431 | 15,464 | 447,579 |
| Changes in scope of consolidation | 6,314 | - | - | - | - | - | - | - | 1,393 | 7,707 |
| Increases | 13,595 | 22,124 | 1,547 | 9,443 | 54,230 | 17,465 | 23,329 | 14,983 | 19,116 | 175,832 |
| Decreases | (10,155) | (36,902) | (1,058) | (6,704) | (4,582) | (16,128) | (22,091) | (1,543) | (16,422) | (115,585) |
| Translation differences | (4,195) | 1,175 | 1,508 | 392 | (1,424) | (3,696) | (281) | (1,063) | (1,142) | (8,726) |
| Other movements At December 31, 2023 |
(10,505) 207,133 |
12,423 88,745 |
(26) 27,978 |
138 6,111 |
1,842 68,651 |
6,667 44,948 |
(276) 8,287 |
30,457 77,265 |
24,619 43,028 |
65,339 572,146 |

"Changes in scope consolidation": The amount of 7,707 thousand euros in the 2023 financial year corresponds mainly to the tax credits recorded for the business combinations of Gestión Global de Matricería, S.L and Global Laser Araba, S.L. (Note 3).
The amount of 2,863 thousand euros in the year 2022 relates to deferred tax assets arising from the business combination of the Sideacero subgroup. These assets are presented in Note 3 netted together with the deferred tax liabilities arising from this transaction, in the amount of 322 thousand euros.
Tax credits "increases": The amount of 13,595 thousand euros in 2023 mainly includes the tax credits generated in the year's settlements by Gestamp North America, LLc for 10,641 thousand euros and Gestamp Louny, S.R.O. for 2,116 thousand euros.
The amount of 25,326 thousand euros in 2022 mainly includes the tax credits generated in the 2022 settlements by Gestamp Toluca, S.A. de C.V. for 5,171 thousand euros and Gestamp North America, LLc. for 15,824 thousand euros.
"Decreases" in Tax credits: The amount of 10,155 thousand euros in 2023 relates mainly to tax credits applied in the 2023 settlements by the companies Sofedit S.A.S. for 3,268 thousand euros, Beyçelik Gestamp Otomotive Sanayi, A.S. for 1,692 thousand euros, Gestamp Brasil Industria Autopeças, S.A. for 1,264 thousand euros and Gestamp Servicios, S.A. for 1,418 thousand euros.
The amount of 68,058 thousand euros in the 2022 financial year mainly corresponds to tax credits applied in the 2022 settlements by the Parent Company for 15,479 thousand euros; the tax group Gestamp Sweden, AB and Gestamp HardTech, AB for 24,258 thousand euros; Gestamp Servicios, S.A. for 6,516 thousand euros; Gestamp Brasil Industria Autopeças, S.A. for 2,935 thousand euros; Gestamp Bizkaia, S.A. for 6,284 thousand euros and Sofedit, SAS for 3,183 thousand euros.
"Other movements" of Tax credits: The amount of 10,505 thousand euros in 2023 mainly reflects the recognition and adjustment of tax credits from previous years.
The amount of 35,632 thousand euros in the 2022 financial year mainly corresponds to changes in tax estimates in the Western Europe segment.
"Increases" in Financial transactions: The increases amounting to 54,230 thousand euros in 2023 (12,024 thousand euros in 2022) mainly comprise:
"Decreases" in Financial transactions: The amount of 4,582 thousand euros in the year 2023 mainly reflects the reversal of the tax effect of non-deductible interest from previous years of Gestamp Toluca S.A. de CV in the amount of 3,148 thousand euros.
The amount of 29,578 thousand euros in 2022 mainly reflects the reversal of the tax effect of hedges booked by the Parent Company, amounting to 28,893 thousand euros.

"Increases" in Commercial transactions: The amount of 17,465 thousand euros in 2023 (13,758 thousand euros in 2022) relates mainly to:
"Decreases" in Commercial transactions: The amount of 16,128 thousand euros in 2023 (8,307 thousand euros in 2022) relates mainly to:
| Polska, SP. z.o.o. amounting to 5,390 thousand euros (2,444 thousand euros in 2022). | |||||||
|---|---|---|---|---|---|---|---|
| The reversal of deferred taxes generated by the treatment of tooling advances and their costs |
|||||||
| at the Mexican companies amounting to 4,004 thousand euros (1,686 thousand euros in 2022). | |||||||
| The reversal of the tax effect of the accounts payable treatment of the Argentinean companies |
|||||||
| in the amount of 700 thousand euros (1,947 thousand euros in 2022). | |||||||
| The reversal of the tax effect of the provisions recorded by Gestamp Servicios S.A. amounting |
|||||||
| to 4,636 thousand euros. | |||||||
| In addition, in 2022 it includes the tax effect of the reversal of provisions for commercial |
|||||||
| operations recorded by Gestamp Palencia, S.A. amounting to 1,859 thousand euros. | |||||||
| "Other movements" of Other Deferred Taxes: The amount of 24,619 thousand euros in 2023 mainly | |||||||
| includes the regularisation of deferred taxes from previous years of Gestamp North America, LLc, in | |||||||
| the amount of 18,860 thousand euros, as well as Gestamp San Luis Potosí, S.A.P.I de C.V. in the amount | |||||||
| of 4,559 thousand euros. | |||||||
| Thousands of euros | |||||||
| Tax deduction - | |||||||
| Deferred tax liabilities | goodwill individual |
Capitalization | Allocation to consolidation |
Revaluation of land and |
Depreciation/ | ||
| companies | of expenses | goodwill | buildings | amortisation | Other | Total | |
| At December 31, 2021 | 15,763 | 81,857 | 14,426 | 45,864 | 94,105 | 62,350 | 314,365 |
| Changes in scope of consolidation | - | - | - | - | 301 | 21 | 322 |
| Increases | 1,428 | 6,779 | - | 177 | 38,723 | 8,711 | 55,818 |
| Decreases | - | (15,361) | (1,507) | (1,266) | (8,074) | (37,694) | (63,902) |
| Translation differences | - | 236 | - | 90 | 3,957 | 12,017 | 16,300 |
| Other movements | - | - | - | - | 8,635 | (11,677) | (3,042) |
| At December 31, 2022 | 17,191 | 73,511 | 12,919 | 44,865 | 137,647 | 33,728 | 319,861 |
| Changes in scope of consolidation | - | - | - | - | 761 | 3,355 | 4,116 |
| Increases | 1,427 | 2,422 | - | 177 | 28,187 | 24,311 | 56,524 |
| Decreases | - | (2,040) | (1,490) | (1,266) | (9,003) | (14,035) | (27,834) |
| Translation differences | - | 250 | - | 48 | (2,930) | 6,806 | 4,174 |
| Other movements At December 31, 2023 |
- 18,618 |
- 74,143 |
- 11,429 |
(1,921) 41,903 |
25,775 180,437 |
6,888 61,053 |
30,742 387,583 |
| "Changes in scope of consolidation": The amount of 4,116 thousand euros in the 2023 financial year | |||||||
| corresponds mainly to the tax credits recorded for the business combinations of Gestión Global de | |||||||
| Matricería, S.L (Note 3). | |||||||

"Other movements" of Depreciation/Amortisation: The amount of 25,775 thousand euros in 2023 mainly reflects the adjustment of previous years of a reduction in the deductibility of certain costs in the American companies in the amount of 25,221 thousand euros.
"Increases" of Other: The amount of 24,311 thousand euros in the 2023 financial year mainly includes:
"Decreases" of Other: The amount of 14,035 thousand euros in 2023 (37,694 thousand euros in 2022) relates mainly to:
The net translation differences generated in 2023 and 2022 amounted to 12,900 thousand euros and 9,307 thousand euros and were mainly due to the application of different exchange rates in each year, as well as the tax effect of the inflation adjustment of the Argentine and Turkish companies amounting to 11,771 thousand euros (Note 29). 2023 2022
The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as follows:
| the Parent Company in the amount of 28,893 thousand euros. | |||
|---|---|---|---|
| The net translation differences generated in 2023 and 2022 amounted to 12,900 thousand euros and 9,307 thousand euros and were mainly due to the application of different exchange rates in each year, as well as the tax effect of the inflation adjustment of the Argentine and Turkish companies amounting |
|||
| The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as | |||
| Thousands of euros | |||
| Trade accounts payable | 1,730,440 | 1,322,585 | |
| Trade bills payable | 235,405 | 324,261 | |
| Suppliers from related parties (Note 32.1) Total |
398,742 2,364,587 |
527,875 2,174,721 |
|
| The balance of this item in the Consolidated Balance Sheet amounts to 41,919 thousand euros at December 31, 2023 (35,803 thousand euros at December 31, 2022) and includes the Corporate Income |
The balance of this item in the Consolidated Balance Sheet amounts to 41,919 thousand euros at December 31, 2023 (35,803 thousand euros at December 31, 2022) and includes the Corporate Income Tax payable by the Parent Company and Group companies.
The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as follows:

| Thousands of euros | ||
|---|---|---|
| 2023 | 2022 | |
| VAT payable | 52,963 | 47,806 |
| Tax withholdings payable | 30,716 | 20,406 |
| Other items payable to the tax authorities | 14,742 | 15,340 |
| Payable to social security | 42,443 | 38,452 |
| Other payables | 15,495 | 32,428 |
| Outstanding remuneration | 147,425 | 136,156 |
| Total | 303,784 | 290,588 |
| The breakdown of revenue by category at December 31, 2023 and December 31, 2022, is as follows: | Thousands of euros | |
| 2023 | 2022 | |
| Parts, prototypes and components | 10,820,652 | 9,784,604 |
| Tooling | 439,063 | 428,948 |
| Byproducts and containers | 981,204 | 467,265 |
| Services rendered Total |
32,797 12,273,716 |
45,627 10,726,444 |
The breakdown of revenue by category at December 31, 2023 and December 31, 2022, is as follows:
| Outstanding remuneration The breakdown of revenue by category at December 31, 2023 and December 31, 2022, is as follows: Parts, prototypes and components |
147,425 | |
|---|---|---|
| 136,156 | ||
| Thousands of euros | ||
| 10,820,652 | 9,784,604 | |
| Tooling | 439,063 | 428,948 |
| Byproducts and containers | 981,204 | 467,265 |
| Services rendered | 32,797 | 45,627 |
| Total | 12,273,716 | 10,726,444 |
| Thousands of euros 2023 |
2022 | |
|---|---|---|
| Western Europe | 5,066,478 | 4,295,788 |
| Spain | 1,976,979 | 1,652,565 |
| Germany | 1,408,116 | 1,216,795 |
| United Kingdom | 525,287 | 420,116 |
| France | 689,164 | 585,915 |
| Portugal | 340,594 | 312,491 |
| Sweden | 40,589 | 38,556 |
| Morocco | 85,749 | 69,350 |
| Eastern Europe | 1,780,499 | 1,597,354 |
| Turkey | 538,606 | 554,830 |
| Czech Republic | 322,882 | 274,267 |
| Russia | 13,957 | 38,638 |
| Poland | 437,929 | 353,664 |
| Hungary | 93,084 | 106,144 |
| Slovakia | 205,570 | 134,924 |
| Romania | 116,975 | 80,827 |
| Bulgaria | 49,616 | 54,060 |
| Lithuania | 1,880 | - |
| Mercosur | 916,570 | 865,771 |
| Brazil | 796,406 | 710,681 |
| Argentina | 120,164 | 155,090 |
| North America | 2,572,988 | 2,325,562 |
| USA | 1,818,229 | 1,682,761 |
| Mexico | 754,759 | 642,801 |
| Asia | 1,937,181 | 1,641,969 |
| China | 1,575,606 | 1,311,359 |
| India | 204,120 | 195,784 |
| South Korea | 106,343 | 101,406 |
| Japan Thailand |
39,607 11,312 |
21,700 11,512 |
| Taiwan | 193 | 208 |
| 12,273,716 | 10,726,444 |
The geographical breakdown of consolidated Revenue was as follows:
| b) | Other operating income The breakdown of Other operating income in the Consolidated Income Statement is as follows: |
||
|---|---|---|---|
| Thousands of euros | |||
| 2023 | 2022 | ||
| Other operating income | 82,138 | 102,661 | |
| Capital grants transferred to income for the year (Note 20) | 7,673 | 5,538 | |
| Excess provision for taxes | - | 1 | |
| Excess provision for environmental actions and other liabilities | 3,752 | 2,300 | |
| Own work capitalized | 82,097 | 68,007 | |
| Other gains/losses | 21,434 | 10,683 | |
| Other | Gains/(losses) from disposals of intangible assets and PP&E | 6,747 14,687 |
4,444 6,239 |
In addition, this heading includes 262 thousand euros for recorded profit from the business combination of Global Laser Araba, S.L. (Note 3).
The breakdown of cost of materials used in the Consolidated Income Statement is as follows:
| In addition, this heading includes 262 thousand euros for recorded profit from the business | ||
|---|---|---|
| Raw materials and other consumables | ||
| The breakdown of cost of materials used in the Consolidated Income Statement is as follows: | ||
| Thousands of euros | ||
| 2023 | 2022 | |
| Purchases of goods and tools | 819,221 | 398,773 |
| Discounts on early payment purchases | (2,639) | (91) |
| Returns for purchases and similar transactions | (5,939) | (717) |
| Volume discounts | (19,607) | (13,112) |
| Change in inventories (*) | (3,023) | (68,907) |
| Purchases of raw materials | 5,070,608 | 4,981,986 |
| Purchases of other supplies | 1,648,848 | 1,405,247 |
| Work carried out by other companies | 331,385 | 266,905 |
| Losses due to impairment of goods, raw materials () Reversal of impairment of goods, raw materials () |
4,862 (6,061) |
8,421 (3,704) |
| Total | 7,837,655 | 6,974,801 |
| (*) The total of these line items amounts to a net consumption of commodities of 4,222 thousand euros (Note 13). | ||
| Personnel expenses | ||
| Personnel expenses in the Consolidated Profit and Loss Account are as follows: | ||
| Thousands of euros | ||
| 2023 | 2022 | |
| 1,393,569 | 1,245,364 | |
| 296,844 | 269,310 | |
| Salaries | ||
| Social security | ||
| Other welfare expenses Total |
120,292 1,810,705 |
111,150 1,625,824 |
(*) The total of these line items amounts to a net consumption of commodities of 4,222 thousand euros (Note 13).
Personnel expenses in the Consolidated Profit and Loss Account are as follows:
| Thousands of euros | ||
|---|---|---|
Other welfare expenses include the amounts relating to contributions from defined contribution pension plans amounting to 2,606 thousand euros at December 31, 2023 (2,259 million euros at December 31, 2022) (Note 6.15).
As indicated in Note 6.15, in May 2023 a long-term incentive plan for the period 2023-2025 was approved, which provides for the delivery of share-based incentives to certain employees and executives tied to their continued service in the Group until the end of the plan, as well as to the attainment of certain objectives linked to the Group's value creation in that period.
At December 31, 2023, a total delivery of 2.8 million shares of Gestamp Automoción, S.A. is estimated, based on the estimated degree of attainment of the objectives set out in the plan. The personnel expenses accrued in 2023 in this connection amounted to 2,480 thousand euros, the balancing entry being an increase in equity, specifically in Other Equity Instruments (Note 17).

| The breakdown, by professional category, of the average number of employees in 2023 and 2022 is | ||
|---|---|---|
| Professional category | 2023 | 2022 |
| Production workers | 22,470 | 21,080 |
| Maintenance | 5,273 | 5,185 |
| Logistic | 5,739 | 4,939 |
| Engineering | 2,874 | 2,853 |
| Quality | 3,684 | 3,446 |
| Administration, finance and IT Total |
4,519 44,559 |
4,113 41,616 |
| as follows: | The breakdown, by professional category, of the average number of employees in 2023 and 2022 is | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2022, is as follows: | 2023 | 2022 | |||||
| Professional category | Males | Females | Total | Males | Females | Total | |
| Production workers | 17,874 | 4,845 | 22,719 | 17,634 | 4,259 | 21,892 | |
| Maintenance | 5,272 | 95 | 5,367 | 5,082 | 74 | 5,156 | |
| Logistic | 5,068 | 803 | 5,871 | 4,747 | 724 | 5,471 | |
| Engineering | 2,459 | 327 | 2,786 | 2,524 | 351 | 2,875 | |
| Quality | 2,924 | 805 | 3,729 | 2,845 | 702 | 3,547 | |
| Administration, finance and IT | 2,471 | 2,013 | 4,484 | 2,454 | 1,892 | 4,346 | |
| Total | 36,068 | 8,888 | 44,956 | 35,286 | 8,002 | 43,288 | |
| c) | Other operating expenses The breakdown of Other operating expenses in the Consolidated Income Statement is as follows: |
Thousands of euros 2023 |
2022 | ||||
| Operation and maintenance | 867,613 | 772,016 | |||||
| Other external services | 519,846 | 419,216 | |||||
| Taxes | Impairment of accounts receivable (Note 15.a)) | 41,740 352 |
40,667 | 171 |
| 2023 | 2022 | |||
|---|---|---|---|---|
| c) Other operating expenses The breakdown of Other operating expenses in the Consolidated Income Statement is as follows: |
||||
| Thousands of euros | ||||
| 2023 | 2022 | |||
| Operation and maintenance | 867,613 | 772,016 | ||
| Other external services | 519,846 | 419,216 | ||
| Taxes | 41,740 | 40,667 | ||
| Impairment of accounts receivable (Note 15.a)) | 352 | 171 | ||
| Other gains/losses Increase/ application of provision for Contingencies and Expenses |
934 934 |
871 871 |
Operation and maintenance includes lease expenses for contracts with a term of less than one year, which are not material, as well as software lease contracts that can be classified as the provision of services, amounting to 89,590 thousand euros at December 31, 2023 (88,060 thousand euros at December 31, 2022).
a) Financial income
The breakdown of Finance income in the Consolidated Income Statement is as follows:
| The breakdown of Finance income in the Consolidated Income Statement is as follows: | ||
|---|---|---|
| Thousands of euros 2023 |
2022 | |
| Income from equity investments, Associated Companies | 4 | - |
| Income from current loans to third parties | 12 | - |
| Other finance income | 35,107 | 15,773 |
| Total Income from loans to related parties (Note 32.1) Income from loans to related parties |
124 124 |
291 291 |
The breakdown of Finance costs in the Consolidated Income Statement is as follows:
| Thousands of euros | ||
|---|---|---|
| Total Financial expenses |
35,247 | 16,064 |
| Thousands of euros | ||
| b) The breakdown of Finance costs in the Consolidated Income Statement is as follows: |
2023 | 2022 |
| Interest on bank borrowings | 136,079 | 83,064 |
| Interest on discounted bills of exchange at financial institutions | 2,052 370 |
|
| Interest on trade factoring operations with financial institutions (Note 15.a)) | 32,826 | 14,761 |
| Other financial expenses | 13,172 | 20,487 |
| Leases financial expenses Interest from receivables, related parties (Note 32.1) |
26,623 21,882 |
22,956 21,125 |
The heading Lease financial expenses includes the amounts corresponding to interest on lease liabilities with related parties, which amounted to 330 thousand euros at December 31, 2023 (670 thousand euros at December 31, 2022) (Note 32.1).
Exchange differences in the consolidated income statement reflect the impact of exchange rate movements mainly in Turkey, Argentina, Mexico and China.
During the 2023 financial year, three capital increases will be carried out at Gestamp Baires, S.A. (a company 100% owned by the Group) through the transfer to the company of public debt securities issued by the Argentinean government, which were subsequently sold by Gestamp Baires, S.A., giving rise to a profit of 5,357 thousand euros. 2023 2022 Other 6,529 - Total 6,529 -
The breakdown of Impairment and gain (loss) from disposal of financial instruments of the Consolidated Income Statement is as follows:
| Thousands of euros | |
|---|---|

The Other line mainly includes the result from the valuation at fair value of the shareholding prior to the business combination, which was held in Gestión Global de Matricería, S.L., positive in the amount of 6,677 thousand euros and in Global Laser Araba, S.L., negative in the amount of 79 thousand euros.
The Parent Company and its subsidiaries file their corporation tax returns separately except:
The detail of corporation tax income or expense at December 31, 2023 and December 31, 2022, in thousands of euros, is as follows:
| Thousands of euros | ||
|---|---|---|
| Current tax | 135,670 | 72,288 |
| Other adjustments to tax expense | (12) | 137 |
The reconciliation of deferred tax revenues in 2023 and 2022 and the net variation in deferred tax assets and liabilities was as follows:
| regime regulated by Regional Law 11/2013. | ||||||
|---|---|---|---|---|---|---|
| The detail of corporation tax income or expense at December 31, 2023 and December 31, 2022, in thousands of euros, is as follows: |
||||||
| Thousands of euros | ||||||
| Current tax | 135,670 | 72,288 | ||||
| Other adjustments to tax expense | (12) | 137 | ||||
| assets and liabilities was as follows: | Thousands of euros | |||||
| Deferred tax assets | Deferred tax liabilities | |||||
| 2023 | 2022 | 2023 | 2022 | |||
| Balance (Note 24) | Variation within the current year | 572,146 124,567 |
447,579 (29,212) |
387,583 67,722 |
319,861 5,496 |
|
| Net variation (Decrease/Increase in net deferred asset) | 56,845 | (34,708) | ||||
| Translation differences (Note 24) Changes in scope of consolidation (Note 3) |
12,900 (3,591) |
9,307 (2,541) |
||||
| Tax effect of hedges registered in Equity (Note 23.b.1)) | (15,884) | 28,893 | ||||
| Adjustment on tax expense from Argentinian companies hyperinflation | (4,953) | (1,434) | ||||
| Adjustment on tax expense from Turkish companies hyperinflation | (10,130) 6,324 |
(4,808) (11,997) |
||||
| Other variations | ||||||
| Decrease/Increase in net deferred asset against profit for the year Income /expense for deferred tax current year |
41,511 (41,511) |
(17,288) 17,288 |
||||
| Other variations at December 31, 2023, mainly include the effect on minority interests of the | ||||||
| treatment of prior years' movements amounting to 7,032 thousand euros (-4,939 thousand euros at | ||||||
| The corporation tax expense, in thousands of euros, was obtained based on the accounting profit | ||||||
| before tax, as indicated below: | ||||||
| Thousands of euros | ||||||
| 2023 | 2022 | |||||
| Accounting profit (before taxes) | 414,184 | 391,455 | ||||
| Theoretical tax rate | 99,404 | 93,949 | ||||
| Permanent differences | (14,217) | (7,057) | ||||
| Deductions and tax credits applied, previously not recognized | (29,677) | (43,214) | ||||
| Not registered tax credits generated in the current year Difference due to different tax rates and changes in tax estimation |
31,225 7,424 |
28,224 17,674 |
Other variations at December 31, 2023, mainly include the effect on minority interests of the treatment of prior years' movements amounting to 7,032 thousand euros (-4,939 thousand euros at December 31, 2022).
The corporation tax expense, in thousands of euros, was obtained based on the accounting profit before tax, as indicated below:
| The corporation tax expense, in thousands of euros, was obtained based on the accounting profit | |||
|---|---|---|---|
| Thousands of euros 2023 |
2022 | ||
| Accounting profit (before taxes) | 414,184 | 391,455 | |
| Theoretical tax rate | 99,404 | 93,949 | |
| Permanent differences | (14,217) | (7,057) | |
| Deductions and tax credits applied, previously not recognized | (29,677) | (43,214) | |
| Not registered tax credits generated in the current year | 31,225 | 28,224 | |
| Difference due to different tax rates and changes in tax estimation | 7,424 | 17,674 | |
| Other adjustments | (12) | 137 | |
| Tax expense (income) | 94,147 | 89,713 |
The theoretical tax rate applied is 24% in both 2023 and 2022.
In 2023, the total corporation tax expense amounts to 94.1 million euros (89.7 million euros in 2022), resulting in an effective tax rate of 22.73%, compared to 22.92% in 2023.
| The permanent differences in 2023 and 2022 include mainly the exemption of income for the billing of the brand, non-deductible exchange rate differences and other non-deductible expenses, inflation adjustments and other non-deductible expenses. |
||||||
|---|---|---|---|---|---|---|
| The Difference due to different tax rates and changes in tax estimates for 2023 and 2022 includes the effect of the difference in tax rates compared to the theoretical tax rate applied, mainly in Poland, Mexico and Brazil, as well as the effect of the reversal of tax credits accrued in previous years. |
||||||
| The amounts resulting from the conversion to euros of the tax losses pending offset and of the unused tax incentives at December 31, 2023, and December 31, 2022, applying the year-end exchange rates |
||||||
| Millions of euros | ||||||
| at those dates for those amounts in currencies other than the euro were as follows: | Accounted tax credit |
2023 Un-Accounted tax credit |
Total | Accounted tax credit |
2022 Un-Accounted tax credit |
Total |
| Negative tax bases pending offsetting | 629 | 995 | 1,624 | 653 | 877 | 1,530 |
| Tax credit | 158 | 254 | 412 | 168 | 226 | 394 |
| Unused tax incentives Tax credit |
49 49 |
217 217 |
266 266 |
44 44 |
181 181 |
225 225 |
The recoverability of the tax credits was analysed based on the estimates of future results for each of the companies. Such recoverability depends, in the last resort, on the capacity of each company to generate taxable profit over the period in which the deferred tax assets are deductible.
Accordingly, the recoverability analysis was prepared on the basis of the time period in force for these tax assets, with a maximum of 10 years, using the current conditions for the use of such tax assets, especially the limits to offset such tax losses.
The negative tax bases pending of setting and the unused tax incentives at December 31, 2023, and December 31, 2022, whose tax assets had been recognised, have the following details by expiry date:
| 2023 | ||
|---|---|---|
| Millions of euros | ||
| Range of maturity | NEGATIVE TAX BASES |
TAX INCENTIVES |
| 2024-2029 | 194 | 2 |
| 2030-2035 | 24 | - |
| 2035 onwards | 50 | 34 |
| Without limit | 361 | 13 |
| Total | 629 | 49 |
| 2022 | ||
| Millions of euros | ||
| Range of maturity | NEGATIVE TAX BASES |
TAX INCENTIVES |
| 2023-2028 | 163 | 2 |
| 2029-2034 | 59 | - |
| 2035 onwards | 35 | 41 |
| Without limit | 396 | 1 |
| Total | 653 | 44 |
The negative tax bases pending of setting and the unused tax incentives at December 31, 2023, and December 31, 2022, whose tax assets had not been recognised, have the following details by expiry date:
| 2022 | ||
|---|---|---|
| Millions of euros | ||
| Range of maturity | NEGATIVE TAX BASES |
TAX INCENTIVES |
| 2023 Millions of euros |
||
| Range of maturity | NEGATIVE TAX BASES |
TAX INCENTIVES |
| 2024-2029 | 136 | 19 |
| 2030-2035 | 79 | 4 |
| 2035 onwards | 49 | 174 |
| Without limit | 731 | 20 |
| Total | 995 | 217 |
| 2022 | ||
| Millions of euros | ||
| Range of maturity | NEGATIVE TAX BASES |
TAX INCENTIVES |
| 2023 | ||
|---|---|---|
| Millions of euros | ||
| NEGATIVE TAX | ||
| Range of maturity | BASES | TAX INCENTIVES |
| 2022 | ||
| Millions of euros | ||
| Range of maturity | NEGATIVE TAX BASES |
TAX INCENTIVES |
| 2023-2028 | 92 | 18 |
| 2029-2034 | 63 | 5 |
| 2035 onwards | 47 | 139 |
| Without limit | 675 | 19 |
| 877 | 181 |
Most of the Group's companies are open to inspection for all applicable taxes and for the statute of limitations period applicable in each jurisdiction.
For 2023, the Parent Company and subsidiaries calculated the corporation tax in accordance with the prevailing regulations in each jurisdiction.
Due to the possible interpretations of the tax regulations that may arise, there may be differences with respect to such calculations that cannot be objectively quantified. However, in the opinion of the Directors of the Parent Company and its subsidiaries, as well as their tax advisors, any tax liability that might arise therefrom should not materially affect the Consolidated Financial Statements.
On January 18, 2024, the Constitutional Court of Spain has declared the unconstitutionality and nullity of various precepts of Royal Decree-Law 3/2016, of December 2, which adopts measures in the tax field aimed at the consolidation of public finances and other urgent measures in social matters ("RDlaw 3/2016"). With this, the question of unconstitutionality raised by the National Court is considered, following the line established with respect to Royal Decree-Law 2/2016.
RD-Law 3/2016 introduced important modifications in the Corporate Tax (IS), among which are the following that have been analysed by the Constitutional Court: (i) the introduction of limits on the compensation of bases negative taxable assets and the application of deductions to avoid international double taxation and, (ii) the reversal in fifths of the impairments in value of shares that had been considered deductible for IS purposes between the years 2002 to 2013.
This sentence only affects companies that are subject to common territory tax regulations and in no case affects companies under Basque or Navarrese regional tax regulations. It is also important to note that this sentence, in line with the criteria already established by the Constitutional Court of Spain in previous sentences, does not have total retroactive effects.
After analysing the sentence, the Group considers that it has not had and will not have a significant impact on its financial statements.
Legislation to implement Pillar 2 of BEPS 2.0 has been enacted in certain jurisdictions in which the Group operates, while in the remaining jurisdictions where the Group has a presence it is either at a different stage of processing or will not be applicable. As a general rule, this Pillar 2 legislation will normally be applicable as from tax years starting on or after January 1, 2024.
The Group is within the scope of this new regulation and, to this end, has made a preliminary estimate of the potential exposure it could have in 2024. This first estimate is based on the most recent tax returns, on the Country-by-Country Report of the group in which it is included and on the financial statements of the entities comprising the scope. From this estimate a potential impact can be concluded, mainly in China, Poland and Hungary, i.e., jurisdictions that either already have nominal tax rates below 15% or have tax incentives that reduce the effective tax rate below this threshold. However, in order to have a more precise estimate for 2023, given that, in accordance with the applicable commercial and accounting regulations, the ultimate parent company is Acek Desarrollo y Gestión Industrial, S.L., it will be necessary to analyse the impact considering the entire scope of this consolidation group.
However, for the 2024 financial year, it will be necessary to take into consideration, firstly, how the proportion of consolidated profit before tax from continuing operations subject to these new regulations will evolve, which will depend on factors such as revenues, costs and currency exchange rates and, secondly, how the nominal and effective tax rates in the various jurisdictions in which the Group is present may evolve in 2024.
Basic earnings per share are calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

| Diluted earnings per share are also calculated by adjusting the profit attributable to ordinary equity holders of the Parent Company and the weighted average number of ordinary shares outstanding by all the dilutive effects inherent to potential ordinary shares. |
||
|---|---|---|
| Basic and diluted earnings per share for 2023 and 2022 are as follows: | ||
| 31-12-2023 | 31-12-2022 | |
| Profit attributable to the shareholders of the Parent Company (Thousands of euros) Loss from discontinued activities attributable to the shareholders of the Parent company (Thousands of euros) |
280,668 - |
259,966 |
| Weighted average number of ordinary shares outstanding (Thousands of shares) | 574,636 | 574,703 |
The Group is lessee of buildings, warehouses, machinery and vehicles.
The information relating to the lease arrangements at December 31, 2023, and December 31, 2022 was included in the corresponding Notes, by type (Note 11 and Note 23.c.1)).
The commitments acquired by the different Group companies relating to the acquisition of fixed assets and tools amounted to 663 million euros at December 31, 2023 (430 million euros at December 31, 2022). It is foreseeable that these orders will be executed from 2024 to 2027.
The Group has no guarantees granted to third parties. The amount of guarantees received by the Group from financial institutions and provided to third parties at December 31, 2023, amounts to 278 million euros (182 million euros at December 31, 2022).
On 1 December 2023, a purchase and sale agreement was entered into whereby the Parent Company undertakes to acquire 30% of the share capital of Gestamp North America, Inc., the closing of the transaction being subject to obtaining authorisation from the Mexican Federal Economic Competition Commission. The purchase price of the stake amounts to 25 million dollars.
At December 31, 2023, and December 31, 2022, the transactions carried out with related parties were as follows:

| 2022 | |
|---|---|
| (501,065) | (705,551) |
| (722,841) | (1,060,095) |
| (13,027) | (7,391) |
| (124) | (291) |
| 2,361,241 | 2,152,863 |
| 29,685 | 41,507 |
| 21,882 | 21,125 |
| 330 | 670 |
| Thousands of euros 2023 |
The related parties in the following tables are subsidiaries and associates of the Acek, Desarrollo y Gestión Industrial Group in which the Parent Company does not directly or indirectly own any ownership interests.
Sales included in the accompanying tables detailing transactions with related parties relate mainly to the sale of components at December 31, 2023 (sales of by-products and waste at December 31, 2022), while the most significant purchases relate to the supply of steel and services received for tooling and steel cutting works.
There are no purchase commitments with related parties that are not related to the Group's own production activity.
The breakdown of receivables from and payables to related parties at December 31, 2023, were as follows:
| Company Related parties Gonvarri Czech, S.R.O. |
|||
|---|---|---|---|
| 31-12-2023 | |||
| Thousands of euros | Company | Thousands of euros | |
| Shareholders | |||
| (867) | Acek Desarrollo y Gestión Industrial, S.L. | (9,532) | |
| Gonvarri Ptos. Siderúrgicos, S.A. Gonvauto Navarra, S.A. |
(1,485) (253) |
Free Float Gestamp 2020, S.L. |
(10,336) (20,183) |
| Total Non-current leases (Note 23.c.1)) | (2,605) | Others shareholders | (1,090) |
| Related parties | Total Dividends payable (Note 23.d)) | (41,141) | |
| Gonvarri Czech, S.R.O. Gonvarri Polska SP, Z.o.o. |
(2,056) (424) |
Shareholders Acek Desarrollo y Gestión Industrial, S.L. |
(1,529) |
| Gonvarri Ptos. Siderúrgicos, S.A. | (162) | Related parties | |
| Gonvauto Navarra, S.A. | (363) | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | (43,026) |
| Total Current leases (Note 23.c.1)) Associates |
(3,005) | ArcelorMittal Gonvarri Nitra s.r.o. Elawan Energy |
(6,434) (2) |
| DJC Recyclage, S.A.R.L. | 32 | Fihi Forging Industry, S.L. | (738) |
| Total Non-current Loans | 32 | Gonvarri Argentina, S.A. | (4,886) |
| Associates | Gonvarri Galicia, S.A. | (47,912) | |
| Beta Steel, S.L. DJC Recyclage, S.A.R.L. |
5 1 |
Gonvarri I. Centro Servicios, S.L. Gonvarri Polska SP, Z.o.o. |
(94,887) (45,204) |
| Etem Gestamp Aluminium Extrusions, S.A. | 5,000 | Gonvarri Ptos. Siderúrgicos, S.A. | (27,028) |
| Total Current Loans (Note 12.b.1)) | 5,006 | Gonvarri Valencia, S.A. | (3,164) |
| Associates | Gonvauto Asturias, S.L. | (2,839) | |
| Etem Gestamp Aluminium Extrusions, S.A. Total Interest receivable |
178 178 |
Gonvauto Navarra, S.A. Gonvauto Puebla, S.A. de C.V. |
(8,113) (45,608) |
| Shareholders | Gonvauto South Carolina Llc. | (20,065) | |
| Acek Desarrollo y Gestión Industrial, S.L. | 1,046 | Gonvauto Thüringen, GMBH | (9,470) |
| Related parties Fihi Forging Industry, S.L. |
913 | Gonvauto, S.A. CIE Automotive group |
(16,235) (3,105) |
| Gonvarri I. Centro Servicios, S.L. | 7,402 | Inmobiliaria Acek, S.L. | (149) |
| Gonvarri Valencia, S.A. | 790 | Láser Automotive Barcelona, S.L. | (567) |
| Gonvauto Puebla, S.A. de C.V. | 4,412 | Láser Automotive Zaragoza, S.L. | (710) |
| Gonvauto South Carolina Llc. Gonvauto Thüringen, GMBH |
13,766 2,606 |
Steel & Alloy, Ltd. Other subsidiaries of Gonvarri group |
(11,441) (1,036) |
| CIE Automotive group | 28 | Associates | |
| GS Hot-Stamping Co., Ltd. | 5 | Etem Gestamp Aluminium Extrusions, S.A. | (4,594) |
| Other subsidiaries of Gonvarri group Associates |
1,301 | Total Suppliers, related parties (Note 25.a)) Related parties |
(398,742) |
| Beta Steel, S.L. | 5 | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | (64,714) |
| Etem Gestamp Aluminium Extrusions, S.A. | 219 | Gonvarri Galicia, S.A. | (6,608) |
| Gestamp 2020, S.L. Gestamp Auto Components Sales (Tianjin) Co., Ltd. |
4 110,090 |
Gonvarri I. Centro Servicios, S.L. Gonvarri Valencia, S.A. |
(88,455) (4,104) |
| Total Trade receivables from related parties (Note 15.a)) | 142,587 | Gonvauto Asturias, S.L. | (2,153) |
| Related parties | Gonvauto Navarra, S.A. | (8,192) | |
| Gonvauto Thüringen, GMBH | 330 | Gonvauto, S.A. | (11,125) |
| Total Debtors, related parties (Note 15.b)) Shareholders |
330 | Total Other current borrowings Shareholders |
(185,351) |
| Acek Desarrollo y Gestión Industrial, S.L. | (1,525) | Acek Desarrollo y Gestión Industrial, S.L. | 500 |
| Total short-term asset suppliers (Note 23.c.2)) | (1,525) | Associates | |
| Shareholders Acek Desarrollo y Gestión Industrial, S.L. |
(16,404) | Beta Steel, S.L. Car Recycling, S.L. |
3 74 |
| Total long-term asset suppliers (Note 23.c.2)) | (16,404) | Total Current account | 577 |
| Shareholders | |||
| Acek Desarrollo y Gestión Industrial, S.L. Related parties |
(881) | ||
| Gonvarri I. Centro Servicios, S.L. | (36) | ||
| CIE Automotive group | (85) | ||
| Total interest payable (Note 23.c.2)) | (1,002) | ||
| Total debit/credit balances | (501,065) | ||

| The breakdown of receivables from and payables to related parties at December 31, 2022, were as follows: | |||
|---|---|---|---|
| Company | 31-12-2022 Thousands of euros |
Company | Thousands of euros |
| Shareholders Mitsui & Co., Ltd. |
(106,492) | Shareholders Acek Desarrollo y Gestión Industrial, S.L. |
(8,306) |
| Tuyauto, S.A. | (1,989) | Free Float | (9,192) |
| Total Current loans (Note 22.c.2)) | (108,481) | Gestamp 2020, S.L. | (17,588) |
| Related parties | (2,916) | Others shareholders | (523) |
| Gonvarri Czech, S.R.O. | Total Dividends payable (Note 22.d)) | (35,609) | |
| Gonvarri Polska SP, Z.o.o. | (423) | Shareholders | (867) |
| Gonvauto Navarra, S.A. | (586) | Acek Desarrollo y Gestión Industrial, S.L. | |
| Associates Gestión Global de Matricería, S.L. |
(3,977) | Trans Sese, S.L. Related parties |
(3) |
| Total Non-current leases (Note 22.c.1)) | (7,902) | Alurecy, S.A.U | (2) |
| Shareholders | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | (6,654) | |
| Beijing Hainachuan Automotive Parts Co., Ltd. | (1,871) | ArcelorMittal Gonvarri Nitra s.r.o. | (5,631) |
| Related parties | Autocom Componentes Automotivos do Brasil, Ltda. | (1) | |
| Gonvarri Czech, S.R.O. | (1,997) | Autometal, Ltda. | (25) |
| Gonvarri Polska SP, Z.o.o. | (430) | Bill Forge de Mexico, S. de R.L. de C.V. | (20) |
| Gonvauto Navarra, S.A. | (327) | CIE Celaya, S.A.P.I. de C.V. | (82) |
| Associates | CIE Galfor, S.A. U. | (328) | |
| Gestión Global de Matricería, S.L. | (2,369) | CIE Legazpi, S.A. U. | (158) |
| Total Current leases (Note 22.c.1)) | (6,994) | CIE Mecauto, S.A.U. | (94) |
| Associates | 32 | CIE Metal CZ, s.r.o. | (555) |
| DJC Recyclage, S.A.R.L. | CIE Praga Louny, a.s. | (35) | |
| Gestión Global de Matricería, S.L. | 21,400 | CIE Udalbide, S.A.U. | (79) |
| Total Non-current Loans (Note 12.a.2)) | 21,432 | CIE Unitools Press, a.s | (356) |
| Shareholders | 765 | CIE Zdánice, s.r.o. | (8) |
| Ivi Grupo Cosimet, S.L. | Componentes de Dirección Recylan, S.L.U | (29) | |
| Associates | 5 | Dexion GmbH | (127) |
| Beta Steel, S.L. | Elawan Energy | (2) | |
| DJC Recyclage, S.A.R.L. | 54 | Falkenroth Umformtechnik GmbH | (169) |
| Etem Gestamp Aluminium Extrusions, S.A. | 5,000 | Fihi Forging Industry, S.L. | (1,190) |
| Total Current Loans (Note 12.b.1)) | 5,824 | Forjas de Celaya, S.A. de C.V. | (105) |
| Associates | Forjas Iraeta Heavy Industry, S.L. | (147) | |
| Etem Gestamp Aluminium Extrusions, S.A. | 90 | GAT Mexico, S.A. de C.V. | (2) |
| Gestión Global de Matricería, S.L. | 299 | Gesenkschmiede Schneider GmbH | (443) |
| Total Interest receivable | 389 | Gonvarri Argentina, S.A. | (6,219) |
| Shareholders | Gonvarri Galicia, S.A. | (63,641) | |
| Acek Desarrollo y Gestión Industrial, S.L. | (20) | Gonvarri I. Centro Servicios, S.L. | (192,939) |
| Related parties | Gonvarri Polska SP, Z.o.o. | (46,338) | |
| ArcelorMittal Gonvarri Nitra s.r.o. | 61 | Gonvarri Ptos. Siderúrgicos, S.A. | (31,944) |
| Autocom Componentes Automotivos do Brasil, Ltda. | 3 | Gonvarri Tarragona, S.L. | (9) |
| Fihi Forging Industry, S.L. | 929 | Gonvarri Valencia, S.A. | (8,495) |
| Forjas Iraeta Heavy Industry, S.L. | 5 | Gonvauto Asturias, S.L. | (4,280) |
| Gonvarri Argentina, S.A. | 17 | Gonvauto Navarra, S.A. | (16,848) |
| Gonvarri I. Centro Servicios, S.L. | 627 | Gonvauto Puebla, S.A. de C.V. | (41,784) |
| Gonvarri Industrial, S.A. | 41 | Gonvauto South Carolina Llc. | (19,466) |
| Gonvarri Polska SP, Z.o.o. | 1 | Gonvauto Thüringen, GMBH | (16,433) |
| Gonvarri Valencia, S.A. | 779 | Gonvauto, S.A. | (28,690) |
| Gonvauto Asturias, S.L. | 650 | Gonvvama, Ltd. | (51) |
| Gonvauto Navarra, S.A. | 256 | GRI Towers Galicia, S.L. | (92) |
| Gonvauto Puebla, S.A. de C.V. | 1,901 | GRI Towers Sevilla, S.L. | (150) |
| Gonvauto South Carolina Llc. | 14,884 | Hierros y Aplanaciones, S.A. | (908) |
| Gonvauto Thüringen, GMBH | 52 | Inmobiliaria Acek, S.L. | (131) |
| Gonvauto, S.A. | 275 | Jardim Sistemas Automotivos e Industriais, S.A. | (46) |
| GS Hot-Stamping Co., Ltd. | 5 | Láser Automotive Barcelona, S.L. | (660) |
| Láser Automotive Barcelona, S.L. | 69 | Machine, Tools and Gear, Inc | (45) |
| MAR SK, s.r.o. | 11 | Mahindra CIE Automotive Ltd. | 55 |
| Nugar, S.A. de C.V. | 524 | Maquinados Automotrices y Talleres Industriales de Celaya, S.A. de C.V. | (25) |
| Road Steel Engineering, S.L. | 3 | Maquinados de Precisión de México S. de R.L. de C.V. | (43) |
| Severstal Gonvarri Kaluga, LLC | 3 | MAR SK, s.r.o. | (55) |
| Steel & Alloy, Ltd. | 46 | Metalúrgica Nakayone, Ltda. | (226) |
| Associates | 5 | Nugar, S.A. de C.V. | (6) |
| Beta Steel, S.L. | Pintura, Estampado y Montaje, S.A.P.I. de C.V. | (281) | |
| Etem Gestamp Aluminium Extrusions, S.A. | 56 | Rochester Gear, Inc | (7) |
| Gestamp Auto Components Sales (Tianjin) Co., Ltd. | 32,627 | Schoneweiss & Co. GmbH | (518) |
| Gestión Global de Matricería, S.L. | 761 | Severstal Gonvarri Kaluga, LLC | (683) |
| GGM Puebla, S.A. de C.V. | 5,995 | Steel & Alloy, Ltd. | (5,733) |
| Global Laser Araba, S.L. | 239 | Associates | |
| Ingeniería y Construcción Matrices, S.A. | 7263 | Car Recycling, S.L. | (275) |
| IxCxT, S.A. | 2425 | DJC Recyclage, S.A.R.L. | (53) |
| Kunshan Gestool Tooling Manufacturing Co, Ltd | 19586 | Etem Gestamp Aluminium Extrusions, S.A. | (4,026) |
| Total Trade receivables from related parties (Note 15.a)) | 90,079 | Gestión Global de Matricería, S.L. | (1,339) |
| Related parties | 67 | GGM Puebla, S.A. de C.V. | (2,701) |
| Gonvauto Thüringen, GMBH | Global Laser Araba, S.L. | (3,309) | |
| Total Debtors, related parties (Note 15.b)) | 67 | Ingeniería y Construcción Matrices, S.A. | (4,820) |
| Shareholders | IxCxT, S.A. | (1,895) | |
| Acek Desarrollo y Gestión Industrial, S.L. | (1,431) | Kunshan Gestool Tooling Manufacturing Co, Ltd | (5,654) |
| Total Short-term asset suppliers (Note 22.c.2)) | (1,431) | Total Suppliers, related parties (Note 23.a)) | (527,875) |
| Shareholders Acek Desarrollo y Gestión Industrial, S.L. |
(17,929) | Related parties ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. |
(116,428) |
| Total Long-term asset suppliers (Note 22.c.2)) Shareholders |
(17,929) | Total Other current liabilities Shareholders |
(116,428) |
| Acek Desarrollo y Gestión Industrial, S.L. | (952) | Ivi Grupo Cosimet, S.L. | 150 |
| Mitsui & Co., Ltd. | 68 | Associates | |
| Related parties | (275) | Beta Steel, S.L. | 3 |
| Autometal, Ltda. | Car Recycling, S.L. | 349 | |
| Gonvarri I. Centro Servicios, S.L. Total Interest payable (Note 22.c.2)) |
(36) (1,195) |
Total Current account payable | 502 |
| Total debit/credit balances | (705,551) |
| Company Related parties ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. ArcelorMittal Gonvarri Nitra s.r.o. ArcelorMittal Gonvarri SSC, S.L. Gonvarri Argentina, S.A. Gonvarri Galicia, S.A. Gonvarri I. Centro Servicios, S.L. Gonvarri Industrial, S.A. Gonvarri Polska SP, Z.o.o. Gonvarri Valencia, S.A. Gonvauto Asturias, S.L. Gonvauto Navarra, S.A. Gonvauto Puebla, S.A. de C.V. Gonvauto South Carolina Llc. Gonvauto Thüringen, GMBH Gonvauto, S.A. GRI Castings, S.L. Associates Etem Gestamp Aluminium Extrusions, S.A. Gestamp Auto Components Sales (Tianjin) Co., Ltd. GGM Puebla, S.A. de C.V. () Ingeniería y Construcción Matrices, S.A. () Kunshan Gestool Tooling Manufacturing Co, Ltd (*) Total Sales Shareholders Acek Desarrollo y Gestión Industrial, S.L. Gestamp 2020, S.L. Others shareholders Related parties |
31-12-2023 Thousands of euros (8,749) (25) (3) 3 (6) (1,425) (72) (12) (1,547) (3,201) (2,896) (17,136) (210,214) (534) (2,707) (137) (15) (473,983) (94) (21) |
Company Shareholders Acek Desarrollo y Gestión Industrial, S.L. Beijing Hainachuan Automotive Parts Co., Ltd. Related parties ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. ArcelorMittal Gonvarri Nitra s.r.o. Gonvarri Argentina, S.A. Gonvarri Czech, S.R.O. Gonvarri Galicia, S.A. Gonvarri I. Centro Servicios, S.L. Gonvarri Polska SP, Z.o.o. Gonvarri Ptos. Siderúrgicos, S.A. Gonvauto Navarra, S.A. Gonvauto Puebla, S.A. de C.V. Gonvauto South Carolina Llc. Gonvauto Thüringen, GMBH Gonvauto, S.A. Gonvvama, Ltd. |
Thousands of euros |
|---|---|---|---|
| 9,284 880 56 60 2 41 6 90 103 3 57 41 |
|||
| 958 | |||
| 2,615 | |||
| 357 | |||
| CIE Automotive group | 211 55 |
||
| Inmobiliaria Acek, S.L. | 1,078 | ||
| Láser Automotive Barcelona, S.L. Láser Automotive Valencia, S.L. |
2,160 374 |
||
| (67) | Láser Automotive Zaragoza, S.L. | 2,743 | |
| (722,841) | Associates Etem Gestamp Aluminium Extrusions, S.A. |
2,257 | |
| (915) | Gestión Global de Matricería, S.L. (*) | 362 | |
| (4) | GGM Puebla, S.A. de C.V. (*) | 1,304 | |
| (1) | Global Laser Araba, S.L. () Ingeniería y Construcción Matrices, S.A. () |
1,991 737 |
|
| Fihi Forging Industry, S.L. | (3,693) | IxCxT, S.A. (*) | 567 |
| Gonvarri I. Centro Servicios, S.L. Gonvauto, S.A. |
(1,537) (1,196) |
Kunshan Gestool Tooling Manufacturing Co, Ltd (*) Otros |
293 |
| Gonvvama, Ltd. | (2,219) | Fundación Gestamp | 1,000 |
| CIE Automotive group Other subsidiaries of Gonvarri group |
(244) (1,286) |
Total Services received Shareholders |
29,685 |
| Associates | Acek Desarrollo y Gestión Industrial, S.L. | 1,199 | |
| Changchun Xuyang Gestamp Auto Components Co. Ltd. | (13) | Mitsui & Co., Ltd. | 7,354 |
| Etem Gestamp Aluminium Extrusions, S.A. Gestamp Auto Components Sales (Tianjin) Co., Ltd. |
(301) (927) |
Tuyauto, S.A. Related parties |
80 |
| Gestión Global de Matricería, S.L. (*) | (13) | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | 10,814 |
| GGM Puebla, S.A. de C.V. () Global Laser Araba, S.L. () |
(151) (70) |
Gonvarri Argentina, S.A. Gonvarri Galicia, S.A. |
93 589 |
| Ingeniería y Construcción Matrices, S.A. (*) | (110) | Gonvarri I. Centro Servicios, S.L. | 1,091 |
| IxCxT, S.A. () Kunshan Gestool Tooling Manufacturing Co, Ltd () |
(239) (108) |
Gonvarri Ptos. Siderúrgicos, S.A. Gonvarri Valencia, S.A. |
43 62 |
| Total Services rendered | (13,027) | Gonvauto Asturias, S.L. | 34 |
| Associates Etem Gestamp Aluminium Extrusions, S.A. |
(88) | Gonvauto Navarra, S.A. Gonvauto Puebla, S.A. de C.V. |
113 211 |
| Gestión Global de Matricería, S.L. (*) | (35) | Gonvauto, S.A. | 186 |
| Global Laser Araba, S.L. (*) | (1) | Láser Automotive Barcelona, S.L. | 5 |
| Total Financial income (Note 28.a)) Related parties |
(124) | Láser Automotive Valencia, S.L. Láser Automotive Zaragoza, S.L. |
1 7 |
| ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | 253,685 | Total Financial expenses (Note 28.b)) | 21,882 |
| ArcelorMittal Gonvarri Nitra s.r.o. Fihi Forging Industry, S.L. |
31,658 5,099 |
Shareholders Beijing Hainachuan Automotive Parts Co., Ltd. |
20 |
| Gonvarri Argentina, S.A. | 29,995 | Related parties | |
| Gonvarri Galicia, S.A. Gonvarri I. Centro Servicios, S.L. |
158,528 518,432 |
Gonvarri Czech, S.R.O. Gonvarri Polska SP, Z.o.o. |
121 22 |
| Gonvarri Polska SP, Z.o.o. | 206,531 | Gonvarri Ptos. Siderúrgicos, S.A. | 115 |
| Gonvarri Ptos. Siderúrgicos, S.A. Gonvarri Valencia, S.A. |
73,246 31,423 |
Gonvauto Navarra, S.A. Total Leases financial expenses (Note 28.b)) |
52 330 |
| Gonvauto Asturias, S.L. | 15,007 | ||
| Gonvauto Navarra, S.A. Gonvauto Puebla, S.A. de C.V. |
49,048 203,860 |
||
| Gonvauto South Carolina Llc. | 258,958 | ||
| Gonvauto Thüringen, GMBH Gonvauto, S.A. |
195,073 79,571 |
||
| CIE Automotive group | 88,255 | ||
| Hierros y Aplanaciones, S.A. | 3,327 | ||
| Steel & Alloy, Ltd. Other subsidiaries of Gonvarri group |
110,557 2,259 |
||
| Associates | |||
| Etem Gestamp Aluminium Extrusions, S.A. GGM Puebla, S.A. de C.V. (*) |
45,956 724 |
||
| Global Laser Araba, S.L. (*) | 1 | ||
| Ingeniería y Construcción Matrices, S.A. () Kunshan Gestool Tooling Manufacturing Co, Ltd () |
4 44 |
||
| Total Purchases | 2,361,241 |
| The breakdown of transactions with related parties at December 31, 2022, was as follows: | |||
|---|---|---|---|
| Company | Thousands of euros | 31-12-2022 Company |
Thousands of euros |
| Related Parties ArcelorMittal Gonvarri Nitra s.r.o. |
(3) | Shareholders Tuyauto, S.A. |
193 |
| Fihi Forging Industry, S.L. GES Recycling, Ltd. Ges Recycling South Carolina, LLC |
(639) (20,114) (82,758) |
Related Parties ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. ArcelorMittal Gonvarri Nitra s.r.o. |
249,502 21,873 |
| Gescrap Autometal Comercio de Sucatas, S.A. | (27,470) | Dongguan Gonvarri Center, LTD. | 3,189 |
| Gescrap Aragón, S.L. | (2,423) | Gescrap Autometal Comercio de Sucatas, S.A. | 23 |
| Gescrap Autometal Mexico Servicios, S.A. de C.V. | (4,876) | Gonvarri Argentina, S.A. | 45,450 |
| Gescrap Autometal Mexico, S.A. de C.V. | (21,274) | Gonvarri Galicia, S.A. | 139,876 |
| Gescrap Catalunya, S.L. | (59) | Gonvarri I. Centro Servicios, S.L. | 496,500 |
| Gescrap Centro, S.L. | (6,073) | Gonvarri Industrial, S.A. | 371 |
| Gescrap Czech, S.R.O. | (2,134) | Gonvarri Polska SP, Z.o.o. | 165,966 |
| Gescrap France, S.A.R.L. | (28,691) | Gonvarri Ptos. Siderúrgicos, S.A. | 71,204 |
| Gescrap GmbH | (42,894) | Gonvarri Valencia, S.A. | 23,649 |
| Gescrap Hungary, Kft. | (4,422) | Gonvauto Asturias, S.L. | 14,800 |
| Gescrap India Private Limited | (20,044) | Gonvauto Navarra, S.A. | 39,847 |
| Gescrap Navarra, S.L. | (9,286) | Gonvauto Puebla, S.A. de C.V. | 175,292 |
| Gescrap Noroeste, S.L. | (213) | Gonvauto South Carolina Llc. | 295,899 |
| Gescrap Polska Sp. Z.o.o. | (23,799) | Gonvauto Thüringen, GMBH | 177,769 |
| Gescrap Romania, S.R.L. | (5,641) | Gonvauto, S.A. | 61,151 |
| Gescrap S.L. | (41,933) | Láser Automotive Barcelona, S.L. | 298 |
| Gescrap Slovakia, s.r.o. | (3,169) | Severstal Gonvarri Kaluga, LLC | 14,427 |
| Gonvarri Argentina, S.A. | (60) | Steel & Alloy, Ltd. | 105,207 |
| Gonvarri Galicia, S.A. | (35) | Associates | 45,069 |
| Gonvarri I. Centro Servicios, S.L. | (1,798) | Etem Gestamp Aluminium Extrusions, S.A. | |
| Gonvarri Valencia, S.A. | (935) | Gestión Global de Matricería, S.L. | 950 |
| Gonvauto Asturias, S.L. | (2,168) | GGM Puebla, S.A. de C.V. | 1,616 |
| Gonvauto Navarra, S.A. | (4,281) | Global Laser Araba, S.L. | 1,051 |
| Gonvauto Puebla, S.A. de C.V. | (10,582) | Kunshan Gestool Tooling Manufacturing Co, Ltd | 1,691 |
| Gonvauto South Carolina Llc. | (232,494) | Total Purchases | 2,152,863 |
| Gonvauto Thüringen, GMBH | (143) | Shareholders | 7,348 |
| Gonvauto, S.A. | (3,413) | Acek Desarrollo y Gestión Industrial, S.L. | |
| Láser Automotive Barcelona, S.L. Lusoscrap, Lda Recuperaciones Medioambientales Industriales, S.L. |
(192) (864) (8) |
Beijing Hainachuan Automotive Parts Co., Ltd. Related Parties ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. |
3,482 43 |
| Steel & Alloy, Ltd. | (68) | Dongguan Gonvarri Center, LTD. | 200 |
| Associates | Ges Recycling Limited | 16 | |
| Etem Gestamp Aluminium Extrusions, S.A. | (2) | Gescrap - Autometal Comercio de Sucatas, S/A | 23 |
| Gestamp Auto Components Sales (Tianjin) Co., Ltd. | (450,519) | Gescrap Autometal Mexico, S.A. de C.V. | 9 |
| GGM Puebla, S.A. de C.V. | (98) | Gescrap GmbH | 141 |
| Ingeniería y Construcción Matrices, S.A. | (129) | Gescrap Hungary, KFT | 2 |
| Kunshan Gestool Tooling Manufacturing Co, Ltd Total Sales Shareholders |
(4,391) (1,060,095) |
Gescrap Navarra, S.L. Gescrap Slovakia, s.r.o. Gonvarri Argentina, S.A. |
10 2,756 129 |
| Acek Desarrollo y Gestión Industrial, S.L. | (98) | Gonvarri Czech, S.R.O. | 258 |
| Others shareholders | (5) | Gonvarri Galicia, S.A. | 2 |
| Related Parties | (112) | Gonvarri I. Centro Servicios, S.L. | 79 |
| ArcelorMittal Gonvarri Nitra s.r.o. | Gonvarri Polska SP, Z.o.o. | 63 | |
| Ges Recycling South Carolina, LLC | (2) | Gonvarri Ptos. Siderúrgicos, S.A. | 259 |
| Gescrap Aragón, S.L. | (1) | Gonvarri Valencia, S.A. | 4 |
| Gescrap Autometal Mexico, S.A. de C.V. | (463) | Gonvauto Asturias, S.L. | (9) |
| Gescrap France, S.A.R.L. | (9) | Gonvauto Navarra, S.A. | (362) |
| Gescrap GmbH | (2) | Gonvauto Puebla, S.A. de C.V. | 7 |
| Gescrap Hungary, Kft. | (5) | Gonvauto South Carolina Llc. | 458 |
| Gescrap Polska Sp. Z.o.o. | (118) | Gonvauto Thüringen, GMBH | 49 |
| Gescrap S.L. | (9) | Gonvauto, S.A. | 27 |
| Gescrap Slovakia, s.r.o. | (286) | Gonvvama, Ltd. | 222 |
| Gonvarri I. Centro Servicios, S.L. | 60 | Inmobiliaria Acek, S.L. | 1,191 |
| Gonvarri Industrial, S.A. | (179) | Láser Automotive Barcelona, S.L. | 2,160 |
| Gonvarri Polska SP, Z.o.o. | (8) | Severstal Gonvarri Kaluga, LLC | 1 |
| Gonvarri Ptos. Siderúrgicos, S.A. | (40) | Steel & Alloy, Ltd. | 2 |
| Gonvauto Puebla, S.A. de C.V. | (14) | Associates | |
| Gonvauto Thüringen, GMBH | 39 | Etem Gestamp Aluminium Extrusions, S.A. | 1,888 |
| Gonvvama, Ltd. | (2,170) | Gestión Global de Matricería, S.L. | 1,450 |
| GRI Renewable industries, S.L. | (140) | GGM Puebla, S.A. de C.V. | 5,101 |
| Inmobiliaria Acek, S.L. | (1) | Global Laser Araba, S.L. | 6,043 |
| Risteel Corporation B.V. | (12) | Ingeniería y Construcción Matrices, S.A. | 3,357 |
| Road Steel Engineering, S.L. | (29) | IxCxT, S.A. | 2,423 |
| Associates | Kunshan Gestool Tooling Manufacturing Co, Ltd | 2,675 | |
| Etem Gestamp Aluminium Extrusions, S.A. | (87) | Total Servicios Received | 41,507 |
| Gestamp Auto Components Sales (Tianjin) Co., Ltd. | (511) | Shareholders | |
| Gestión Global de Matricería, S.L. | (17) | Acek Desarrollo y Gestión Industrial, S.L. | 1,291 |
| GGM Puebla, S.A. de C.V. | (860) | JSC Karelsky Okatysh | 76 |
| Global Laser Araba, S.L. | (252) | Mitsui & Co., Ltd. | 4,166 |
| Ingeniería y Construcción Matrices, S.A. | (327) | Tuyauto, S.A. | 18 |
| IxCxT, S.A. | (1,092) | Related Parties | |
| Kunshan Gestool Tooling Manufacturing Co, Ltd | (641) | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | 13,966 |
| Total Services Rendered | (7,391) | Gonvarri Argentina, S.A. | 139 |
| Associates | (76) | Gonvarri Galicia, S.A. | 335 |
| Etem Gestamp Aluminium Extrusions, S.A. | Gonvarri I. Centro Servicios, S.L. | 760 | |
| Gestión Global de Matricería, S.L. Total financial Income (Note 28.a)) |
(215) (291) |
Gonvarri Ptos. Siderúrgicos, S.A. Gonvarri Valencia, S.A. Gonvauto Asturias, S.L. |
30 29 25 |
| Gonvauto Navarra, S.A. Gonvauto Puebla, S.A. de C.V. |
69 111 |
||
| Gonvauto, S.A. Láser Automotive Barcelona, S.L. |
106 4 |
||
| Total Financial expenses (Note 28.b)) Shareholders Beijing Hainachuan Automotive Parts Co., Ltd. |
21,125 104 |
||
| Related Parties Gonvarri Czech, S.R.O. |
184 | ||
| Gonvarri Polska SP, Z.o.o. Gonvauto Navarra, S.A. |
36 71 |
||
| Associates Gestión Global de Matricería, S.L. Total Leases Financial expenses (Note 28.b)) |
275 | ||
| 670 |
Gestamp Automoción, S.A. received 330 thousand euros in 2023 and 352 thousand euros in 2022, for all remuneration items as a member of the Board of Directors of certain Group subsidiaries.
The breakdown of the total remuneration received by the members of the Board of Directors of the Parent Company is as follows:
| Thousands of euros | |
|---|---|
| Non-Executive Directors | 2023 Year |
| Mr. Alberto Rodríguez Fraile | 125.00 |
| Mrs. Ana García Fau | 125.00 |
| Mr. César Cernuda | 125.00 |
| Mr. Pedro Sainz de Baranda | 105.00 |
| Mr. Javier Rodríguez Pellitero | 105.00 |
| Mrs. Concepción Rivero Bermejo | 105.00 |
| Mr. Juan María Riberas Mera | 105.00 |
| Mr. Gonzalo Urquijo Fernández de Araoz | 105.00 |
| Mr. Norimichi Hatayama | 85.00 |
| Mrs. Chisato Eiki | 105.00 |
| Mrs. Loreto Ordoñez | 105.00 |
| TOTAL | 1,195.00 |
| Executive Directors | |
| Mr. Francisco José Riberas Mera | 1,044.65 |
| Mr. Francisco López Peña (*) | 3,477.34 |
(From January 1, 2023 to December 31, 2023)
(*) On 31 December 2023, the service contract between the Director Mr. Francisco López Peña and the Company ended, and he ceased to hold the category of "executive" and was classified as a "proprietary" Director as from that date.
The amount of the loans granted to the members of the Parent's Board of Directors at December 31, 2023, and December 31, 2022 totals 2,004 thousand euros and 3,631 thousand euros, respectively, including principal plus outstanding interest, and were granted in 2016 for the purchase of shares in the Parent from ACEK Desarrollo y Gestión Industrial, S.L. (see Note 12.a.2)).
The total remuneration accrued for all items to members of the Management Committee, excluding Executive Directors, amounted to 6,016 thousand euros in 2023 (6,514 thousand euros in 2022), which is recognised under "Personnel expenses" in the accompanying Consolidated Income Statement.
The amount for 2023 and 2022 includes life insurance premiums of 32 thousand euros and 29 thousand euros, respectively.
The total amount of the loans granted to the members of the Management Committee at December 31, 2023, and December 31, 2022, excluding those who are members of the Board of Directors, which are already included in Note 32.2, amount to 3,070 thousand euros and 8,481 thousand euros, respectively. This includes principal plus outstanding interest, and they were granted in 2016 for the purchase of shares of the Parent Company from ACEK Desarrollo y Gestión Industrial, S.L. (Note 12.a.2)).
| Note 33. Other disclosures |
||||||
|---|---|---|---|---|---|---|
| 33.1 Auditors' fees |
||||||
| The fees accrued during the 2023 and 2022 financial years for the auditors are as follows: | ||||||
| Thousands of euros | ||||||
| Services provided by the auditor and related companies |
2023 Services Provided by Other Audit Firms |
Total | Services provided by the auditor and related companies |
2022 Services Provided by Other Audit Firms |
Total | |
| Audit services | 4,332 | 746 | 5,078 | 4,506 | 189 | 4,695 |
| Other services related with the | ||||||
| audit of the accounts | 781 | - | 781 | 738 | - | 738 |
| Other Services Total honorarios |
750 5,863 |
- 746 |
750 6,609 |
747 5,991 |
- 189 |
747 6,180 |
Total investments in systems, equipment and facilities relating to environmental protection and improvement had a gross value of 6,918 thousand euros at 2023 year-end, with accumulated depreciation of 3,338 thousand euros, while at 2022 year-end, such investments amounted to 5,046 thousand euros, with accumulated depreciation of 3,470 thousand euros.
Environmental protection and improvement expenses incurred in 2023 amounted to 2,295 thousand euros, while in 2022, they amounted to 1,965 thousand euros.
The accompanying Consolidated Balance Sheet does not include any provisions for environmental risks, since the Parent Company's directors consider that future obligations to be settled, arising from procedures of companies forming the Group to prevent, reduce or repair environmental damage, did not exist at year-end or that, if they existed, they would not be material. Likewise, no environmental grants were received at year-end.
In 2020, Gestamp announced 2030 emission reduction targets validated by SBTi: 30% reduction of Scope 1 and 2 emissions and 22% reduction of Scope 3 (base year 2018). Due to regulatory changes and customer requirements in 2022 Gestamp decided to increase the level of ambition with respect to scope 1 and 2 emission reductions and will be updated in 2024.
The Gestamp Group's climate neutrality objectives:
During 2023, the Group worked on its Climate Change strategy in line with regulatory requirements such as the European climate neutrality target for 2050 and the emission reduction targets of its customers.

To define this strategy:
These measures entail a reduction in emissions through energy efficiency, increased renewable energy procurement and new R&D developments, and have therefore not had a significant impact on the accounting records nor a significant change in the estimates made by management in previous years.
The useful life of the PP&E will not be affected by this commitment as they are not expected to be replaced in advance, as they can generally be powered by electricity from renewable sources. In this respect, the Group is now increasing its commitment to purchase renewable energy. No new indications of impairment have been detected as a result of the commitment made in view of the Group's operational expectations. Reasonably possible changes to the absolute emission reduction commitment would not have a material impact on the estimates of the value in use of the CGUs subject to the impairment test detailed in Notes 5 and 6.
Stocks of raw materials and finished products have a very low turnover due to the "just in time" production models, which limits their deterioration due to foreseeable changes in the trend of the type of vehicle of the end customers. In addition, the Group's business lines, Body-in-White, Chassis and mechanisms, do not have to be adapted to the type of energy used by the vehicle.
At the date of these financial statements, the Group had no implicit or contractual obligation giving rise to an environmental provision.
The Group uses the review of business plans, the study of the relationship between exposure and the present value of the cash flows arising from an investment, and the accounting vision that allows the assessment of the state and development of the different risk situations for financial risk management.
In compliance with prevailing legislation, below is a description of the main financial risks to which the Group is exposed:
The exchange rate risk mainly arises from: (i) the Group's international diversification, which leads it to invest and obtain income, results and cash flows in currencies other than the euro, (ii) payables in currencies other than those of the countries in which the companies are located that have taken the debt and (iii) accounts receivable or payable in foreign currency from the standpoint of the company recognising the transaction.
The fluctuation in the exchange rate of the currency in which a given transaction is carried out against the accounting currency may have a negative or positive impact on profit or loss and equity.
The Group operates in the following currencies:
| Euro | US dollar | Mexican peso |
|---|---|---|
| Argentine peso | Brazilian real | Pound sterling |
| Swedish crown | Polish zloty | Hungarian forint |
| Turkish lira | Indian rupee | Korean won |
| Chinese renminbi | Russian rouble | Czech crown |
| Japanese yen | Thai Baht | Romanian leu |
| Taiwanese dollar | Moroccan dirham | Bulgarian lev |
To manage exchange rate risk, the Group uses (or evaluates the possibility of using) a series of financial instruments, basically (Note 23.b.1)):
In some of the sales contracts in some countries, prices are partially adjusted according to the exchange rate, with different formulas, which offers some protection against devaluations.
The Group maintains debt in foreign currencies to reduce the sensitivity of the Net Financial Debt/EBITDA ratio to exchange rate fluctuations, and to partially offset possible losses in the value of assets due to exchange rate fluctuations, with savings in the value of liabilities.
The sensitivity of results and of equity to the changes in the exchange rates of the currencies in which the Group operates with respect to the euro are detailed below.
The sensitivity of results to the changes in the exchange rates of currencies for 2023 and 2022 is as follows:
| 2023 IMPACT ON PROFIT |
|||
|---|---|---|---|
| Currency | 5% Fluctuation | -5% Fluctuation | |
| Swedish crown | 2,667 | (2,667) | |
| US dollar | (3,302) | 3,302 | |
| Hungarian forint | (78) | 78 | |
| GB pound Mexican peso |
(1,004) 190 |
1,004 (190) |
|
| Brazilian real | 1,390 | (1,390) | |
| Chinese yuan | 3,665 | (3,665) | |
| Indian rupee | 214 | (214) | |
| Turkish lira | 678 | (678) | |
| Argentine peso Russian ruble |
(587) 292 |
587 (292) |
|
| Korean won | 127 | (127) | |
| Polish zloty | 2,502 | (2,502) | |
| Czech crown | (488) | 488 | |
| Japanese yen | (38) | 38 | |
| Thai baht | 25 | (25) | |
| Romanian leu Moroccan dirham |
124 394 |
(124) (394) |
|
| Taiwanese dollar | (1) | 1 | |
| Bulgarian Lev | 114 | (114) | |
| IMPACT IN ABSOLUTE TERMS | 6,884 | (6,884) | |
| PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF PARENT COMPANY |
280,668 | 280,668 | |
| IMPACT IN RELATIVE TERMS | 2.45% | -2.45% | |
| 2022 | |||
| IMPACT ON PROFIT | |||
| Currency Swedish crown |
5% Fluctuation 1,803 |
-5% Fluctuation (1,803) |
|
| US dollar | (2,719) | 2,719 | |
| Hungarian forint | 299 | (299) | |
| GB pound | (1,590) | 1,590 | |
| Mexican peso | 1,198 | (1,198) | |
| Brazilian real Chinese yuan |
1,046 2,359 |
(1,046) (2,359) |
|
| Indian rupee | 172 | (172) | |
| Turkish lira | 1,429 | (1,429) | |
| Argentine peso | (195) | 195 | |
| Russian ruble | (1,582) | 1,582 |
| 16 IS A C C I P P L P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P P | A | A |
|---|---|---|
| PROFIT ATTRIBUTABLE TO EQUITY | |||
|---|---|---|---|
| HOLDERS OF PARENT COMPANY | 280,668 | 280,668 | |
| 2022 | |||
| IMPACT ON PROFIT | |||
| Currency | 5% Fluctuation | -5% Fluctuation | |
| Swedish crown | 1,803 | (1,803) | |
| US dollar | (2,719) | 2,719 | |
| Hungarian forint | 299 | (299) | |
| GB pound | (1,590) | 1,590 | |
| Mexican peso | 1,198 | (1,198) | |
| Brazilian real | 1,046 | (1,046) | |
| Chinese yuan | 2,359 | (2,359) | |
| Indian rupee | 172 | (172) | |
| Turkish lira | 1,429 | (1,429) | |
| Argentine peso | (195) | 195 | |
| Russian ruble | (1,582) | 1,582 | |
| Korean won | 263 | (263) | |
| Polish zloty | 1,813 | (1,813) | |
| Czech crown | 102 | (102) | |
| Japanese yen | (473) | 473 | |
| Thai baht | 38 | (38) | |
| Romanian leu | 112 | (112) | |
| Moroccan dirham | 73 | (73) | |
| Taiwanese dollar | (4) | 4 | |
| Bulgarian Lev | 32 | (32) | |
| IMPACT IN ABSOLUTE TERMS | 4,176 | (4,176) | |
| PROFIT ATTRIBUTABLE TO EQUITY | |||
| 259,966 | 259,966 | ||
| HOLDERS OF PARENT COMPANY |
The sensitivity of equity to the changes in the exchange rates of currencies for 2023 and 2022 is as follows:
| 2023 | |||
|---|---|---|---|
| IMPACT ON EQUITY | |||
| Currency | 5% Fluctuation | -5% Fluctuation | |
| Swedish crown | (325) | 325 | |
| US dollar | (14,567) | 14,567 | |
| Hungarian forint | (4,057) | 4,057 | |
| GB pound Mexican peso |
3,067 11,163 |
(3,067) (11,163) |
|
| Brazilian real | 4,335 | (4,335) | |
| Chinese yuan | 28,298 | (28,298) | |
| Indian rupee | 2,659 | (2,659) | |
| Turkish lira | 2,560 | (2,560) | |
| Argentine peso | (4,881) | 4,881 | |
| Russian ruble | (7,401) | 7,401 | |
| Korean won | 3,922 | (3,922) | |
| Polish zloty | 9,406 | (9,406) | |
| Czech crown | (1,957) | 1,957 | |
| Japanese yen | (1,393) | 1,393 | |
| Thai baht | 93 | (93) | |
| Romanian leu | 412 | (412) | |
| Moroccan dirham | 210 | (210) | |
| Taiwanese dollar | (106) | 106 | |
| IMPACT IN ABSOLUTE TERMS | Bulgarian Lev | 593 32,031 |
(593) (32,031) |
| 2,861,368 | 2,861,368 | ||
| 1.12% | -1.12% | ||
| 2022 | |||
| IMPACT ON EQUITY | |||
| EQUITY IMPACT IN RELATIVE TERMS |
Currency Swedish crown |
5% Fluctuation (1,769) |
-5% Fluctuation 1,769 |
| US dollar | (9,786) | 9,786 | |
| Hungarian forint | (4,043) | 4,043 | |
| GB pound | 3,974 | (3,974) | |
| Mexican peso | 6,799 | (6,799) | |
| Brazilian real Chinese yuan |
2,836 26,760 |
(2,836) (26,760) |
|
| Indian rupee | 3,001 | (3,001) | |
| Turkish lira | 5,378 | (5,378) | |
| Argentine peso Russian ruble |
(2,831) (6,303) |
2,831 6,303 |
| IMPACT IN ABSOLUTE TERMS | 32,031 | (32,031) | |
|---|---|---|---|
| EQUITY | 2,861,368 | 2,861,368 | |
| 2022 | |||
| IMPACT ON EQUITY | |||
| Currency | 5% Fluctuation | -5% Fluctuation | |
| Swedish crown | (1,769) | 1,769 | |
| US dollar | (9,786) | 9,786 | |
| Hungarian forint | (4,043) | 4,043 | |
| GB pound | 3,974 | (3,974) | |
| Mexican peso | 6,799 | (6,799) | |
| Brazilian real | 2,836 | (2,836) | |
| Chinese yuan | 26,760 | (26,760) | |
| Indian rupee | 3,001 | (3,001) | |
| Turkish lira | 5,378 | (5,378) | |
| Argentine peso | (2,831) | 2,831 | |
| Russian ruble | (6,303) | 6,303 | |
| Korean won | 3,871 | (3,871) | |
| Polish zloty | 5,970 | (5,970) | |
| Czech crown | (1,325) | 1,325 | |
| Japanese yen | (1,312) | 1,312 | |
| Thai baht | 99 | (99) | |
| Romanian leu | 208 | (208) | |
| Moroccan dirham | 65 | (65) | |
| Taiwanese dollar | (49) | 49 | |
| Bulgarian Lev IMPACT IN ABSOLUTE TERMS |
540 32,083 |
(540) (32,083) |
|
| 2,757,907 | 2,757,907 | ||
| EQUITY |

The foregoing amounts were calculated by increasing or decreasing by 5% the exchange rates applied to convert to euros both the income statements of the subsidiaries and their equity.
Also, in 2023, consolidated equity was reduced further by 71 million euros, due to the variation in translation differences, mainly as a result of investments outside the eurozone.
The Group's borrowings mainly bear interest at floating rates, exposing it to risk from fluctuations in market interest rates, so that index fluctuations affect cash flows and how they are reflected in the Financial expenses. The Group mitigates this risk by using interest rate derivative financial instruments, mainly swaps, by which it converts the floating rate on a loan into a fixed rate. It may swap the rate on a portion of the loan or on the entire loan, and for its entire duration or a part thereof (Note 23.b.1)).
The Group's borrowings accrue a floating rate indexed to the Euribor, Dollar Libor and other foreign exchange interbank indexes. Conversely, the bonds issued by the Group in April 2018 accrue a fixed interest rate.
The Group´s financial debt accrues both a floating and a fixed rate as a consequence of seeking a balance in the financial expenses, adapting them to the economic cycle, the interest rate (short and long-term) and their foreseeable development and the financing alternatives (especially the terms, costs and depreciation). It is also influenced by the changes in debt, which leads to using the facilities and performing repayments dynamically, based on the agreement facilities.
If in 2023, the average benchmark interest rate on financial debt denominated in euros had varied by 50 bps, maintaining the remaining variables constant, financial profit would have been modified by 9,489 thousand euros.
If in 2022, the average benchmark interest rate on financial debt denominated in euros had varied by 50 bps, maintaining the remaining variables constant, financial profit would have been modified by 13,572 thousand euros.
Liquidity risk is evaluated as the risk that the Group will not be able to service its payment commitments as a result of adverse conditions in the debt and/or equity markets that prevent or hinder its capital raising efforts or cash liquidity needs exceeding those budgeted.
The Group manages liquidity risk looking for cash availability to cover its cash needs and debt maturity for a period of 12 months, thereby avoiding the need to raise funds on disadvantageous terms to cover short-term needs. The available liquidity comprises cash and cash equivalents and undrawn credit lines, according to the consolidated balance sheet, without adjusting them proportionally by the shareholdings, or by resources in subsidiaries subject to administrative authorisation.
As at December 31, 2023, cash and cash equivalents amounted to 1,176.8 million euros, current financial investments amounted to 149.7 million euros, undrawn credit facilities amounted to 437.9 million euros and the undrawn Revolving Credit Facility amounted to 500 million euros, bringing the total amount of cash and cash equivalents to 2,264.4 million euros (Note 4.4) (2.589 million euros at December 31, 2022). Also, financial debt maturing under 12 months amounts to 689.8 million euros.

As at December 31, 2023, cash flows from operating activities were positive in the amount of 1,163.1 million euros, which, compared to cash flows from investing activities (excluding the sale and purchase of companies), which were negative in the amount of 903.1 million euros, represents an excess of positive cash flows in the amount of 260 million euros (positive in the amount of 338.3 million euros at December 31, 2022).
Liquidity risk management in the next 12 months is complemented with the management of the debt maturity profile, seeking an appropriate average maturity and refinancing in advance the short-term maturities, especially in the first three years. At December 31, 2023, the average life of the Group's net financial debt was 4.25 years (estimated considering the use of cash and long-term credit lines to repay shorter term debt) (2.53 years at December 31, 2022).
Working capital can be defined as the permanent financial resources that finance the company's current activities, that is, the portion of current assets financed with long-term funds. At December 31, 2023, negative working capital amounts to 25 million euros. This is the difference between the longterm financial debt (2,695 million euros) plus equity (2,861 million euros), less net fixed assets, excluding deferred tax assets (5,581 million euros). This amount exceeded the working capital related to the EBITDA, amounting to -285 million euros at December 31, 2023 (-136 million euros at December 31, 2022).
Credit risk is concentrated primarily in the Group's accounts receivable, which have a high credit rating.
Each business unit manages its credit risk according to policies, procedures and controls determined by the Group regarding credit risk management of customers.
At each closing date, the Group companies analyse on the basis of real historical data the balances of each major client individually in order to determine the need for provisions or impairment.
The Group has no guarantee on debts and has concluded that the risk concentration is low given that its customers belong to distinct jurisdictions and operate in highly independent markets.
The credit risk with banks is managed by the treasury department of the Group according to Group policies.
Investments of excess funds are only made with authorised counterparties and always within the credit limits assigned to such counterparties.
The limits are established in order to minimise risk concentration, thereby mitigating financial losses in the event of a default by the counterparty.
The maximum exposure of the Group to credit risk at December 31, 2023, and December 31, 2022, are the carrying amounts, as shown in Note 15, except for financial guarantees and derivative financial instruments.
The net Credit Valuation Adjustment by counterparty (CVA + DVA) is the method used to value the credit risk of the counterparties and the Parent Company in calculating the fair value of derivative financial instruments. This adjustment reflects the possibility of bankruptcy or impairment of the credit quality of the counterparty and the Parent Company. The simplified formula corresponds to the expected exposure multiplied by the possibility of bankruptcy and by the expected loss in case of nonpayment. For calculating such variables the Parent Company uses market references.
Steel, followed by aluminium, is the main commodity used in the business.
In 2023, 60.43% of the steel and 86.64% of the aluminium had been purchased through "re-sale" programs with customers (60.2% of steel and 82.7% of aluminium in 2022), whereby the car manufacturer periodically negotiates with the steel maker the price of the steel and aluminium that the Group uses for the production of automotive components. The selling price of the end product to the customer is directly adjusted by any fluctuations in aluminium and steel prices.
In the case of products that use aluminium and steel purchased outside the "re-sale" method, a part of the customers adjust the prices of Group products, taking as a base the fluctuations in steel prices that the customers agree with the iron and steel industry, others adjust the prices based on public indexes and with others, negotiations are held upon the initiative of the parties. Historically, the Group has negotiated its steel purchase agreements with the iron and steel manufacturers to ensure suitable conditions.
For the purpose of hedge accounting, the Group classifies its hedges as:
Such derivative financial instruments are initially recognised in the Consolidated Balance Sheet at acquisition cost and are subsequently valued in each period at fair value. Changes in fair value are normally accounted for in keeping with specific hedge accounting criteria.
The accounting for these instruments is carried out as follows:
The fair value of financial instruments is determined as follows:
There is no difference between the fair value and carrying amount of non-current loans granted since they all accrue interest at floating rates.
Equity investments in other companies are included in the Consolidated Balance Sheet at fair value when they can be valued reliably. Since it is usually not possible to measure the fair value of shareholdings in unlisted companies reliably, these investments are valued at acquisition cost or lower if there is evidence of impairment.
Changes in fair value, net of the related tax effect, are recognised with a charge or credit, as appropriate, to "Retained earnings" within Equity until these investments are sold, at which time the cumulative amount recognised in Equity is allocated in full to the Consolidated Income Statement. If fair value is lower than acquisition cost, the difference is recognised directly in equity, unless the asset is determined to be impaired, in which case it is recognised in the Consolidated Income Statement.
For receivables due in less than one year, the Group considers the carrying amount a reasonable approximation of fair value.
There is no difference between the fair value and carrying amount of short-term loans granted since they all accrue interest at market rates.
For other current financial assets, as their maturity is near the financial year end, the Group considers their carrying amounts a reasonable approximation of fair value.
For current and non-current bank borrowings there is no difference between fair value and carrying amount since all these borrowings carry interest at market rates.
The Group considers the carrying amount of the items recorded in this Consolidated Balance Sheet heading to be an adequate approximation of fair value.
| The fair values of current and non-current financial assets and liabilities do not differ significantly from | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| their respective carrying amounts. | |||||||||
| The Group uses the following sequence of three levels, based on the relevance of the variables used, to measure the fair value of its financial instruments: |
|||||||||
| Level 1: Unadjusted quoted price for identical assets or liabilities in active markets. |
|||||||||
| Level 2: Variables which are observably different from the prices quoted in Level 1, either directly (price), or indirectly (derived from the price). |
|||||||||
| Level 3: Variables which are not based on observable market data (non-observable variables). |
|||||||||
| The classification of financial assets recognised in the Consolidated Balance Sheet at fair value, in line with the methodology for calculating such fair value, was as follows: |
|||||||||
| Thousands of euros | |||||||||
| Level 1 2023 |
2022 2023 |
Level 2 2022 |
2023 | Level 3 2022 |
|||||
| Financial assets measured at fair value Financial derivative hedging instruments (Note 12.a.3)) |
- | - | 103,572 130,849 |
- | - | ||||
| Total | - | - | 103,572 130,849 |
- - |
|||||
| The classification of financial liabilities recognised in the Consolidated Financial Statements at fair value, in line with the methodology for calculating such fair value, was as follows: |
|||||||||
| Thousands of euros | |||||||||
| The classification of financial assets recognised in the Consolidated Balance Sheet at fair value, in line | Level 3: Variables which are not based on observable market data (non-observable variables). | |||||
|---|---|---|---|---|---|---|
| with the methodology for calculating such fair value, was as follows: | ||||||
| Thousands of euros | ||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| Financial assets measured at fair value | ||||||
| The classification of financial liabilities recognised in the Consolidated Financial Statements at fair | ||||||
| value, in line with the methodology for calculating such fair value, was as follows: | ||||||
| Thousands of euros | ||||||
| 2023 | Level 1 2022 |
Level 2 2023 |
2022 | Level 3 2023 |
2022 | |
| Financial derivative hedging instruments Total Financial derivative instruments (Note 23.b.1)) |
- - |
- - |
63,330 63,330 |
11,447 11,447 |
- - |
- - |
| Defined benefit plans (Note 22.b)) | 77,127 | 71,563 | - | - | - | - |
The objective of the Group's capital management is to protect its ability to continue as a going concern, upholding the commitment to remain solvent and looking for a high shareholder value for shareholdings.
The Group monitors its capital structure based on its leverage ratio. It defines leverage as net financial debt (financial borrowings, finance lease payables, borrowing from related parties and other financial liabilities less short-term financial investments and cash and cash equivalents) divided by total equity (consolidated equity plus grants pending release to the income statement). At December 31, 2023, this ratio is 0.7 (0.8 at December 31, 2022).
The Net Financial Debt/EBITDA ratio (last 12 months) is mainly used to monitor solvency, which amounted to 1.5 at December 31, 2023 (1.8 at December 31, 2022).
Gestamp Automoción, S.A. is rated by the rating agencies Standard & Poor's and Moody's at BB Outlook Stable and Ba3 Outlook Positive, respectively, in the speculative grade region.
The Group's Spanish companies have adapted their internal process and payment period policy to Law 15/2010, hence, measures to fight against default in trade operations have been implemented. In this regard, the conditions for contracting to commercial suppliers relating to industrial activity for the manufacture of parts located in Spanish territory included payment periods equal to or less than 60 days in both 2023 and 2022, as stipulated in Transitional Provision Two of the aforementioned law.
In accordance with such Law, the following information corresponds to the Group companies that operate in Spain:
| 2023 Average payment period to suppliers |
42 days |
|---|---|
| Total payments made | 4,597 million euros |
| Total payments pending | 698 million euros |
| 2022 Average payment period to suppliers |
43 days |
| Total payments made | 3,393 million euros |
| Total payments pending | 618 million euros |
The monetary volume paid in the financial year 2023 in a period shorter than the maximum mandated in regulation of late payment, for companies based in Spain, is 1,083,610 thousand euros (673,169 thousand euros in 2022) corresponding to 62,251 invoices (42,027 invoices in 2022).
For reasons of efficiency and in line with common business uses, the Group's Spanish companies basically have a supplier payment schedule, whereby payments are made on fixed days which, at the main companies, are twice a month.
Generally, in 2023 and 2022, the payments made by Spanish companies to suppliers, under agreements entered into following the entry into force of Ley 15/2010, did not exceed the statutory deferral limits. Payments to Spanish suppliers which, in 2023 and 2022, exceeded the legal term established have been, in quantitative terms, of scant importance and arise from circumstances or incidents removed from the payment policy established, including mainly the conclusion of the agreements with suppliers in the delivery of goods or the provision of the service or specific handling processes.
There are no significant subsequent events at December 31, 2023.
In conformity with articles 229 and 231 of the Spanish Limited Liability Companies Law (LSC), in order to reinforce the transparency of Spanish corporate enterprises, the Parent Company's Board members informed that they had not been involved in any direct or indirect conflicts with the interests of the Parent Company or its subsidiaries.
Also, Mr Francisco José Riberas Mera and Mr Juan María Riberas Mera, members of the Parent Company's Board of Directors, informed that they are shareholders and directors of ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and of the companies forming part of the Group of which it is the head.
ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. is the parent of an industrial group which carries on the following activities through the following subgroups:
Also, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. held investments in companies which might be considered to have an activity that is the same or similar, or one complementary, to the main activity of the Parent Company or of Group companies, which are as follows:
Direct and indirect shareholding (through the subsidiary Risteel Corporation, B.V. and the associate Inversiones, Estrategia y Conocimiento Global, CYP, S.L.) of 17.79% of CIE Automotive, S.A., of which Francisco José Riberas Mera and Juan María Riberas Mera are directors. CIE Automotive, S.A. is the head of an industrial group which carries on, among other activities, the design, manufacture and marketing of components and sub-assemblies for the global automobile market.
This document is a translation into English of an original document drafted in Spanish. This translation is for information purposes only; therefore, in case of discrepancy, the Spanish version shall prevail.
| Scope of consolidation | ||||||
|---|---|---|---|---|---|---|
| December 31, 2023 | ||||||
| Company | Address | Country | Direct shareholding |
Indirect shareholding Activity |
Consolidation method |
Auditors |
| Gestamp Automoción, S.A. | Vizcaya | Spain | Parent company | Portfolio company | Full | Ernst & Young |
| Gestamp Bizkaia, S.A. | Vizcaya | Spain | 85.31% | 14.69% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Vigo, S.A. | Pontevedra | Spain | 99.99% | 0.01% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Cerveira, Lda. Gestamp Toledo, S.A. |
Viana do Castelo Toledo |
Portugal Spain |
42.25% 99.99% |
57.75% Tooling and parts manufacturing 0.01% Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
| Autotech Engineering S.L. | Vizcaya | Spain | 10.00% | 90.00% Research and development |
Full | Ernst & Young |
| SCI de Tournan SUR | Tournan | France | 0.10% | 99.90% Property |
Full | N/A |
| Gestamp Solblank Barcelona, S.A. | Barcelona | Spain | 5.01% | 94.99% Tailor-welded blanks |
Full | Ernst & Young |
| Gestamp Palencia, S.A. Gestamp Argentina, S.A. |
Palencia Buenos Aires |
Spain Argentina |
100.00% | Tooling and parts manufacturing 99.10% Portfolio company |
Full Full |
Ernst & Young Ernst & Young |
| Gestamp Córdoba, S.A. | Córdoba | Argentina | 37.31% | 61.90% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Linares, S.A. | Jaén | Spain | 5.02% | 94.98% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Servicios, S.A. | Madrid | Spain | 100.00% | Business promotion and support | Full | Ernst & Young |
| Gestamp Tech, S.L. Gestamp Brasil Industria de Autopeças, S.A. |
Palencia Parana |
Spain Brazil |
0.33% | 99.67% No activity 70.00% Tooling and parts manufacturing |
Full Full |
N/A Ernst & Young |
| Gestamp Metalbages, S.A. | Barcelona | Spain | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young |
| Gestamp Esmar, S.A. | Barcelona | Spain | 0.10% | 99.90% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Noury, S.A.S | Tournan | France | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Aveiro - Indústria de acessórios de Automóveis, S.A. Gestamp Griwe Westerburg GmbH |
Aveiro Westerburg |
Portugal Germany |
100.00% Tooling and parts manufacturing 100.00% Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
|
| Gestamp Griwe Haynrode GmbH | Haynrode | Germany | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Aguascalientes, S.A.de C.V. | Aguas Calientes | Mexico | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Puebla, S.A. de C.V. | Puebla | Mexico | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Cartera de México, S.A. de C.V. Gestamp Mexicana de Serv. Laborales, S.A. de C.V. |
Puebla Aguas Calientes |
Mexico Mexico |
70.00% Portfolio company 70.00% Employment services |
Full Full |
N/A N/A |
|
| Gestamp Ingeniería Europa Sur, S.L. | Barcelona | Spain | 100.00% Service provision |
Full | Ernst & Young | |
| Todlem, S.L. | Barcelona | Spain | 70.77% Portfolio company |
Full | Ernst & Young | |
| Gestamp Navarra, S.A. Gestamp Baires, S.A. |
Navarra Buenos Aires |
Spain Argentina |
71.37% 76.19% |
28.63% Tooling and parts manufacturing 23.33% Dies, stamping and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
| Ingeniería Global Metalbages, S.A. | Barcelona | Spain | 100.00% Administration services |
Full | N/A | |
| Gestamp Aragón, S.A. | Zaragoza | Spain | 5.01% | 94.99% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Abrera, S.A. | Barcelona | Spain | 5.01% | 94.99% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Levante, S.A. Automated Joining Solutions, S.L. |
Valencia Barcelona |
Spain Spain |
88.50% | 11.50% Tooling and parts manufacturing 100.00% Tooling and parts manufacturing |
Full Full |
Ernst & Young N/A |
| Gestamp Polska SP. Z.O.O. | Wielkopolska | Poland | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Hungaria KFT | Akai | Hungary | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young |
| Gestamp North America, INC | Michigan | USA | 70.00% Administration services |
Full | Ernst & Young | |
| Gestamp Sweden, AB Gestamp HardTech, AB |
Lulea Lulea |
Sweden Sweden |
93.15% | 6.85% Portfolio company 100.00% Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
| Michigan | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | ||
| Gestamp Mason, LLc. Gestamp Alabama, LLc. |
Alabama | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young |
| December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Company | Address | Country | Direct shareholding |
Indirect shareholding Activity |
Consolidation method |
Auditors |
| Gestamp Ronchamp, S.A.S | Ronchamp | France | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Manufacturing Autochasis, S.L. | Barcelona | Spain | 5.01% | 94.99% Tooling and parts manufacturing |
Full | Ernst & Young |
| Industrias Tamer, S.A. | Barcelona | Spain | 43.00% Tooling and parts manufacturing |
Equity method | N/A | |
| Gestamp Tooling Services, AIE Gestamp Auto Components (Kunshan) Co., Ltd |
Vizcaya Kunshan |
Spain China |
100.00% Mould engineering and design 100.00% Tooling and parts manufacturing |
Full Full |
N/A Ernst & Young |
|
| Gestamp Kartek Co., LTD | Gyeongsangnam-Do | South Korea | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Beyçelik Gestamp Otomotive Sanayi, A.S. | Bursa | Turkey | 50.00% Tooling and parts manufacturing |
Full | Deloitte | |
| Gestamp Toluca, S.A. de C.V. | Puebla | Mexico | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Services India Private, Ltd. | Mumbai | Indía | 100.00% Tooling and parts manufacturing |
Full | Ashok Kumar Mehra & Co. | |
| Gestamp Severstal Vsevolozhsk Llc | Saint Petersburg | Russia | 70.77% Tooling and parts manufacturing |
Full | N/A | |
| Adral, matriceria y pta. a punto, S.L. | Vizcaya | Spain | 100.00% Mould manufacturing and tuning |
Full | Ernst & Young | |
| Gestamp Severstal Kaluga, LLc Gestamp Automotive India Private Ltd. |
Kaluga Pune |
Russia Indía |
70.77% Tooling and parts manufacturing 50.00% Tooling and parts manufacturing |
Full Full |
N/A Ernst & Young |
|
| Gestamp Pune Automotive, Private Ltd. | Pune | Indía | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Chattanooga, Llc | Chattanooga | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Holding Rusia, S.L. | Madrid | Spain | 42.04% | 52.34% Portfolio company |
Full | N/A |
| Gestamp South Carolina, Llc | South Carolina | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Holding China, AB | Lulea | Sweden | 31.06% | 68.94% Portfolio company |
Full | Ernst & Young |
| Gestamp Global Tooling, S.L. Gestamp Tool Hardening, S.L. |
Vizcaya Vizcaya |
Spain Spain |
99.99% | 0.01% Manufacturing of dies 100.00% Manufacturing of dies |
Full Full |
Ernst & Young Ernst & Young |
| Gestamp Vendas Novas Lda. | Évora | Portugal | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young |
| Gestamp Togliatti, Llc. | Togliatti | Russia | 100.00% Tooling and parts manufacturing |
Full | N/A | |
| Gestamp Automotive Chennai Private Ltd. | Chennai | Indía | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Palau, S.A. | Barcelona | Spain | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp North Europe Services, S.L. | Vizcaya | Spain | 99.97% | 0.03% Consultancy services |
Full | Ernst & Young |
| Loire Sociedad Anónima Franco Española | Guipúzcoa | Spain | 100.00% | Manufacture and sale of cutting machinery | Full | Ernst & Young |
| Loire USA, Inc. Gestamp Tooling Erandio, S.L. |
Delaware Guipúzcoa |
USA Spain |
100.00% Manufacture and sale of cutting machinery 100.00% Portfolio company |
Full Full |
N/A Ernst & Young |
|
| Diede Die Developments, S.L. | Vizcaya | Spain | 100.00% | Manufacturing of dies | Full | N/A |
| Gestamp Louny, S.R.O. | Prague | Czech Republic | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Auto Components (Shenyang), Co. Ltd. | Shenyang | China | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp West Virginia, Llc. | Michigan | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. | Kocaeli | Turkey | 50.00% Tooling and parts manufacturing |
Full | Deloitte | |
| Gestamp Auto Components (Dongguan), Co. Ltd. | Dongguan | China | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Try Out Services, S.L. Gestión Global de Matricería, S.L. |
Vizcaya Vizcaya |
Spain Spain |
100.00% | 100.00% Manufacturing of dies Manufacturing of dies |
Full Full |
Ernst & Young Ernst & Young |
| Ingeniería y Construcción de Matrices, S.A.U | Vizcaya | Spain | 100.00% Manufacturing of dies |
Full | IZE Auditores | |
| IxCxT, S.A. | Vizcaya | Spain | 100.00% Manufacturing of dies |
Full | IZE Auditores | |
| Gestamp Puebla II, S.A. de C.V. | Puebla | Mexico | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young |
| December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Consolidation | |||||
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors |
| Autotech Engineering Deutschland GmbH | Bielefeld | Germany | 100.00% Research and development | Full | Ernst & Young | ||
| Autotech Engineering R&D Uk limited | Durhan | United Kingdom | 100.00% Research and development | Full | Ernst & Young | ||
| Gestamp Holding México, S.L. | Madrid | Spain | 70.00% Portfolio company | Full | Ernst & Young | ||
| Gestamp Holding Argentina, S.L. | Madrid | Spain | 40.81% | 59.19% Portfolio company | Full | Ernst & Young | |
| Mursolar 21, S.L. | Madrid | Spain | 100.00% Portfolio company | Full | N/A | ||
| GGM Puebla, S.A. de C.V. | Puebla | Mexico | 100.00% Tooling and parts manufacturing | Full | N/A | ||
| GGM Puebla Servicios Laborales, S.A. de C.V. | Puebla | Mexico | 100.00% Employment services | Full | N/A | ||
| Gestool Tooling Manufacturing (Kunshan), Co., Ltd | Kunshan | China | 100.00% Manufacturing of dies | Full | Ernst & Young | ||
| Gestamp Technology Institute, S.L. | Vizcaya | Spain | 99.97% | 0.03% Education | Full | N/A | |
| Gestamp Tooling Engineering Deutschland, GmbH | Braunschweig. | Germany | 100.00% Manufacturing of dies | Full | N/A | ||
| Gestamp Chattanooga II, Llc | Chattanooga | USA | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Autotech Engineering R&D USA, Inc. | Delaware | USA | 100.00% IT, and research and development | Full | Plante Moran | ||
| Gestamp Auto Components Wuhan, co. Ltd. | Wuhan | China | 100.00% | Tooling and parts manufacturing | Full | N/A | |
| Çelik Form Gestamp Otomotive, A.S. | Bursa | Turkey | 50.00% Tooling and parts manufacturing | Full | Deloitte | ||
| Gestamp Washtenaw, LLc. | Delaware | USA | 70.00% Tooling and parts manufacturing | Full | N/A | ||
| Gestamp San Luis Potosí, S.A.P.I. de C.V. | Mexico City | Mexico | 70.00% Employment services | Full | Rusell Bedford | ||
| Gestamp Auto Components (Tianjin) Co., LTD. | Tianjin | China | 51.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp 2017, S.L.U. | Madrid | Spain | 100.00% | Portfolio company | Full | N/A | |
| Autotech Engineering (Shangai), Co. Ltd. | Shangai | China | 100.00% Research and development | Full | Ernst & Young | ||
| Gestamp Hot Stamping Japan Co. Ltd. | Tokio | Japan | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Global Laser Araba, S.L. | Álava | Spain | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | |
| Gestamp Beycelik Romania, S.R.L. | Darmanesti | Romania | 50.00% Tooling and parts manufacturing | Full | Deloitte | ||
| Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. | Bursa | Turkey | 50.00% Manufacturing of dies | Full | Deloitte | ||
| Gestamp Nitra, S.R.O. | Bratislava | Slovakia | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | |
| Almussafes Mantenimiento de Troqueles, S.L. | Barcelona | Spain | 100.00% Die maintenance | Full | N/A | ||
| Gestamp (China) Holding, Co. Ltd | Shangai | China | 100.00% Portfolio company | Full | Ernst & Young | ||
| Gestamp Autotech Japan K.K. | Tokio | Japan | 100.00% Research and development | Full | Ernst & Young | ||
| Gestamp Sorocaba Industria de Autopeças Ltda. | Sorocaba | Brazil | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Tuyauto Gestamp Morocco, S.A. | Kenitra | Morocco | 100.00% Tooling and parts manufacturing | Full | N/A | ||
| Gestamp Auto Components (Beijing) Co., Ltd. | Beijing | China | 51.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Mexicana Serv. Lab. II, S.A. de CV | México DF | Mexico | 70.00% Employment services | Full | Rusell Bedford | ||
| Reparaciones Industriales Zaldibar, S.L. | Vizcaya | Spain | 99.99% | 0.01% Industrial equipment services | Full | N/A | |
| Autotech Engineering Spain, S.L. | Madrid | Spain | 100.00% Research and development | Full | N/A | ||
| Autotech Engineering France, S.A.S. | Meudon la Forêt | France | 100.00% Research and development | Full | Ernst & Young | ||
| Gestamp Auto Components Sales (Tianjin) Co., LTD. | Tianjin | China | 49.00% Consulting and Post-sales services | Equity method | N/A | ||
| Gestamp Etem Automotive Bulgaria, S.A. | Sofía | Bulgaria | 51.00% | Industrialization of post-extrusion activities Full | PWC | ||
| Etem Gestamp Aluminium Extrusions, S.A. | Sofía | Bulgaria | 49.00% Tooling and parts manufacturing | Equity method | N/A | ||
| Gestamp New Energy Vehicle Components (Beijing) Co., LTD. | Beijing | China | 51.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Proyectos Automoción 1, S.L. | Madrid | Spain | 100.00% | Tooling and parts manufacturing | Full | N/A | |
| Gestamp Proyectos Automoción 3, S.L. | Madrid | Spain | 99.81% | 0.19% Tooling and parts manufacturing | Full | N/A | |
| Smart Industry Consulting and Technologies, S.L.U | Vizcaya | Spain | 91.00% | Research and development | Full | N/A | |
| Changchun Xuyang Gestamp Auto Components Co. Ltd. | Chaoyang | China | 49.00% Consulting and Post-sales services | Equity method | N/A | ||
| Gestamp Holding Hamilton, INC. | Michigan | USA | 100.00% | Portfolio company | Full | N/A | |
| Gestamp Saint Clair, LLC. | Michigan | USA | 70.00% Parts manufacturing | Full | N/A | ||
| Gestamp Stanton, LLC. | Michigan | USA | 70.00% Parts manufacturing | Full | N/A |
| December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Company | Address | Country | Direct shareholding |
Indirect shareholding Activity |
Consolidation method |
Auditors |
| Edscha Holding GmbH | Remscheid | Germany | 100.00% Portfolio company |
Full | N/A | |
| Edscha Automotive Hengersberg GmbH | Hengersberg | Germany | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Edscha Automotive Hauzenberg GmbH Edscha Engineering GmbH |
Hauzenberg Remscheid |
Germany Germany |
100.00% Tooling and parts manufacturing 100.00% Research and development |
Full Full |
Ernst & Young JKG Treuhand |
|
| Edscha Hengersberg Real Estate GmbH & Co. KG | Hengersberg | Germany | 5.10% | 94.90% Property |
Full | N/A |
| Edscha Hauzenberg Real Estate GmbH & Co. KG | Hauzenberg | Germany | 5.10% | 94.90% Property |
Full | N/A |
| Edscha Automotive Kamenice, S.R.O. | Kamenice | Czech Republic | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Edscha Hradec S.R.O. Edscha Velky Meder S.R.O. |
Hradec Velky Meder |
Czech Republic Slovakia |
100.00% Manufacturing of dies 100.00% Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
|
| Gestamp 2008, S.L. | Villalonquéjar (Burgos) | Spain | 100.00% Portfolio company |
Full | Ernst & Young | |
| Edscha Burgos, S.A. | Villalonquéjar (Burgos) | Spain | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Edscha Santander, S.A. | El Astillero (Cantabria) | Spain | 5.01% | 94.99% Tooling and parts manufacturing |
Full | Ernst & Young |
| Edscha Briey, S.A.S. | Briey Cedex | France | 100.00% Tooling and parts manufacturing |
Full | N/A | |
| Edscha Engineering France, S.A.S. Edscha do Brasil, Ltda. |
Les Ulis Sorocaba |
France Brazil |
100.00% Research and development 100.00% Tooling and parts manufacturing |
Full Full |
N/A Ernst & Young |
|
| Edscha Japan Co., Ltd. | Tokio | Japan | 100.00% Sales office |
Full | N/A | |
| Jui li Edscha Body Systems Co. Ltd. | Kaohsiung | Taiwan | 60.00% Tooling and parts manufacturing |
Full | Deloitte | |
| Jui li Edscha Holding, Co. Ltd. Jui Li Edscha Hainan Industry Enterprise Co., Ltd. |
Apia Hainan |
Samoa China |
60.00% Portfolio company 60.00% Tooling and parts manufacturing |
Full Full |
N/A Guangdong Chenganxin Certified Public Accountant |
|
| Edscha Automotive Technology (Shangai), Co., Ltd. | Shanghai | China | 100.00% Research and development |
Full | Shangai Hu Gang Jin Mao C.P.A Co.Ltd. | |
| Shanghai Edscha Machinery Co. Ltd. | Shanghai | China | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Anhui Edscha Automotive Parts, Co. Ltd. | Anhui | China | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Edscha Automotive Michigan, Inc. Edscha Togliatti, Llc. |
Lapeer Togliatti |
USA Russia |
100.00% Tooling and parts manufacturing 100.00% Tooling and parts manufacturing |
Full Full |
N/A National Audit Corporation |
|
| Edscha Automotive Components (Kunshan), Co., Ltd. | Kunshan | China | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Edscha Kunststofftechnik GmbH | Remscheid | Germany | 100.00% Tooling and parts manufacturing |
Full | JKG Treuhand | |
| Edscha Pha, Ltd. | Seul | South Korea | 50.00% Parts manufacture, research and developmentFull |
Deloitte | ||
| Edscha Aapico Automotive,Co. Ltd Edscha Automotive SLP, S.A.P.I. de C.V. |
Pranakorn Sri Ayutthaya Mexico City |
Thailand Mexico |
51.00% Tooling and parts manufacturing 100.00% No activity |
Full Full |
Ernst & Young N/A |
|
| Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. | Mexico City | Mexico | 100.00% No activity |
Full | N/A | |
| Edscha Automotive Components (Chongqing), Co. Ltd. | Chongqing | China | 100.00% Tooling and parts manufacturing |
Full | Anhui Cheng Qin Certified Public Accountants | |
| Edscha Pha Automotive Components (Kunshan) Co., Ltd. | Kunshan | China | 50.00% Parts manufacture |
Full | Suzhou Xingyuan Uniting Certified Public Accountants | |
| Edscha North America Technologies, Llc. Edscha Automotive Components (Shanghai), Co., Ltd |
Delaware Shanghai |
USA China |
100.00% Holding/Divisional company 100.00% Tooling and parts manufacturing |
Full Full |
N/A Ernst & Young |
|
| Edscha Mechatronics Solutions, GmbH | Remscheid | Germany | 100.00% Parts manufacture, research and developmentFull |
N/A | ||
| Edscha Aditya Automotive Systems Private Limited | Chakan | Indía | 50.00% Development and manufacture of parts |
Full | N/A | |
| GMF Holding GmbH | Bielefeld | Germany | 100.00% Portfolio company |
Full | Ernst & Young | |
| Gestamp Metal Forming (Wuhan), Ltd | Wuhan | China | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Umformtechnik GmbH Automotive Chassis Products, Plc. |
Ludwigsfelde Newton Aycliffe, Durham |
Germany United Kingdom |
100.00% Tooling and parts manufacturing 100.00% Portfolio company |
Full Full |
Ernst & Young Ernst & Young |
|
| Sofedit, S.A.S | Le Theil sur Huisne | France | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Prisma, S.A.S | Usine de Messempré | France | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Tallent , Ltd | Newton Aycliffe, Durham | United Kingdom | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Wroclaw Chongqing |
Poland China |
100.00% Tooling and parts manufacturing 100.00% Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
||
| Gestamp Wroclaw Sp.z,o.o. Gestamp Auto components (Chongqing) Co., Ltd. |
| Direct | December 31, 2023 Indirect |
Consolidation | |||||
|---|---|---|---|---|---|---|---|
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors |
| Sideacero, S.L. | Vizcaya | Spain | 33.34% | Treatment, commercialization and distribution of scrap Full | N/A | ||
| Gescrap, S.L. | Vizcaya | Spain | 100.00% Treatment, commercialization and distribution of scrap Full | Grant Thornton, S.L.P. | |||
| Gescrap Centro, S.L. | Madrid | Spain | 100.00% Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Gescrap Navarra, S.L. | Navarra | Spain | 100.00% Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Gescrap Trading, S.L. | Vizcaya | Spain | 100.00% Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Gescrap Polska Sp. Z.o.o. | Wrzesnia | Poland | 100.00% Sale of scrap | Full | Grant Thornton Polska, P.S.A. | ||
| Gescrap Servicios Portuarios, S.L. | Vizcaya | Spain | 100.00% Transport Services | Full | Grant Thornton, S.L.P. | ||
| Gescrap Desarrollo, S.L. | Vizcaya | Spain | 100.00% Portfolio company | Full | N/A | ||
| Industrial Steel Recycling, L.L.C. | Kaluga | Russia | 100.00% Services rendered Recovery sector | Full | Balance Audit, L.L.C. | ||
| Gescrap GmbH | Ichtershausen | Germany | 100.00% Sale of scrap | Full | Grant Thornton AG Wirtschaftsprüfungsgesellschaft | ||
| Gescrap France, S.A.R.L. | Melun | France | 100.00% Sale of scrap | Full | Becouze (Crowe Global) | ||
| Lusoscrap, Lda | Valenca | Portugal | 100.00% Sale of scrap | Full | Grant Thornton & Associados, SROC, Lda. | ||
| Gescrap Czech, s.r.o. | Louny | Czech Republic | 100.00% Sale of scrap | Full | Ing. Jan Harapes | ||
| Gescrap Autometal Comercio De Sucatas, S.A | Sao Paulo | Brazil | 70.00% Sale of scrap | Full | Ernst & Young | ||
| Gescrap Autometal Mexico, S.A. de C.V. | Puebla | Mexico | 70.00% Sale of scrap | Full | Baker Tilly México | ||
| Ges Recycling Limited | Durham | United Kingdom | 100.00% Sale of scrap | Full | Fruition Accountancy LLP | ||
| Gescrap Hungary, KFT | Budapest | Hungary | 100.00% Sale of scrap | Full | Focus Audit Kft. | ||
| Ges Recycling USA, LLC | Delaware | USA | 100.00% Portfolio company | Full | N/A | ||
| Ges Trading Nar S.A. de C.V. | Puebla | Mexico | 70.30% Process outsourcing | Full | Salles Sainz Grant Thornton S.C. | ||
| Gescrap Noroeste, S.L. | Pontevedra | Spain | 100.00% Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Transportes Basegar, S.A. | Vizcaya | Spain | 75.00% Transport Services | Full | Grant Thornton, S.L.P. | ||
| Gescrap Aragón, S.L. | Zaragorza | Spain | 100.00% Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Gescrap Rus, LLC | Kaluga | Russia | 99.90% Sale of scrap | Full | Balance Audit, L.L.C. | ||
| Ges Recycling South Carolina, LLC | Carolina del Sur | USA | 100.00% Sale of scrap | Full | N/A | ||
| Ges Recycling Alabama, LLC | Alabama | USA | 100.00% Sale of scrap | Full | N/A | ||
| Ges Recycling Tennessee, LLC | Tennessee | USA | 100.00% Sale of scrap | Full | N/A | ||
| Ges Recycling West Virginia, LLC | Carolina del Sur | USA | 100.00% Sale of scrap | Full | N/A | ||
| Gescrap Slovakia, s.r.o. | Bratislava | Slovakia | 100.00% Sale of scrap | Full | N/A | ||
| Soluciones de Gestión de Residuos Mexicana, S.A. de C.V. | Puebla | Mexico | 70.09% Process outsourcing | Full | N/A | ||
| Ges Recycling Michigan, LLC | Michigan | USA | 100.00% Sale of scrap | Full | N/A | ||
| Gescrap Romania, S.R.L. | Judet Arges | Romania | 99.93% Sale of scrap | Full | N/A | ||
| Gescrap India Private Limited | Maharastra | Indía | 70.00% Sale of scrap | Full | Sreedhar Manikant and Associates | ||
| Ges Recycling Polska Sp. Z.o.o | Wrzesnia | Poland | 100.00% Sale of scrap | Full | N/A | ||
| Gescrap LT, UAB | Vilna | Lithuania | 100.00% Sale of scrap | Full | N/A | ||
| Gescrap Morocco, S.R.L. | Casablanca | Morocco | 100.00% Sale of scrap | Full | N/A | ||
| Samper-Refeinsa Galicia, S.L. | Pontevedra | Spain | 100.00% Purchase/Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Recuperaciones Medioambientales Industriales, S.L. | Vizcaya | Spain | 100.00% Treatment, commercialization and distribution of scrap Full | Grant Thornton, S.L.P. | |||
| Vizcaya | Spain | 100.00% Sale of scrap | Full | Grant Thornton, S.L.P. | |||
| Recuperaciones Férricas Integrales, S.A. | Barcelona | Spain | 100.00% Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Gescrap Catalunya, S.L. | Navarra | Spain | 100.00% Sale of scrap | Full | N/A | ||
| Refeinsa Navarra, S.L. | |||||||
| Refeinsa Centro, S.L. | Madrid | Spain | 100.00% Sale of scrap | Full | N/A | ||
| Reimasa Recycling, S.L. | Vizcaya | Spain | 100.00% Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Flycorp, S.L. | Vizcaya | Spain | 100.00% No activity | Full | N/A | ||
| Recuperaciones Férricas Asturianas, S.L. | Asturias | Spain | 50.00% Sale of scrap | Full | Grant Thornton, S.L.P. | ||
| Car Recycling, S.L. | Vizcaya | Spain | 50.00% Sale of scrap | Equity method | N/A | ||
| Beta Steel, S.L. | Toledo | Spain | 70.00% Purchase/Sale of scrap | Equity method | N/A | ||
| DJC Recyclage Gescrap Turkey Metal Sanayi ve Ticaret Limited Sirketi |
Le Haillen Estambul |
France Turkey |
50.00% Purchase/Sale of scrap 100.00% Purchase/Sale of scrap |
Equity method Full |
N/A N/A |
||
The companies in the following table comprise the Sideacero Subgroup.
| December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Company | Address | Country | Direct shareholding |
Indirect shareholding Activity |
Consolidation method |
Auditors |
| Gestamp Automoción, S.A. | Vizcaya | Spain | Parent company | Portfolio company | Full | Ernst & Young |
| Gestamp Bizkaia, S.A. | Vizcaya | Spain | 85.31% | 14.69% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Vigo, S.A. | Pontevedra | Spain | 99.99% | 0.01% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Cerveira, Lda. | Viana do Castelo | Portugal | 42.25% | 57.75% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Toledo, S.A. | Toledo | Spain | 99.99% | 0.01% Tooling and parts manufacturing |
Full | Ernst & Young |
| Autotech Engineering S.L. | Vizcaya | Spain | 10.00% | 90.00% Research and development |
Full | Ernst & Young |
| SCI de Tournan SUR | Tournan | France | 0.10% | 99.90% Property |
Full | N/A |
| Gestamp Solblank Barcelona, S.A. | Barcelona | Spain | 5.01% | 94.99% Tailor-welded blanks |
Full | Ernst & Young |
| Gestamp Palencia, S.A. | Palencia | Spain | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young |
| Gestamp Argentina, S.A. | Buenos Aires | Argentina | 70.00% Portfolio company |
Full | Ernst & Young | |
| Gestamp Córdoba, S.A. | Córdoba | Argentina | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Linares, S.A. | Jaén | Spain | 5.02% | 94.98% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Servicios, S.A. | Madrid | Spain | 100.00% | Business promotion and support | Full | Ernst & Young |
| Gestamp Tech, S.L. Gestamp Brasil Industria de Autopeças, S.A. |
Palencia Parana |
Spain Brazil |
0.33% | 99.67% No activity 70.00% Tooling and parts manufacturing |
Full Full |
N/A Ernst & Young |
| Barcelona | Spain | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | |
| Spain | 0.10% | 99.90% Tooling and parts manufacturing |
Full | Ernst & Young | ||
| Gestamp Metalbages, S.A. | ||||||
| Gestamp Esmar, S.A. | Barcelona | |||||
| Gestamp Noury, S.A.S | Tournan | France | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Aveiro - Indústria de acessórios de Automóveis, S.A. | Aveiro | Portugal | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Griwe Subgroup | Westerburg | Germany | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Aguascalientes, S.A.de C.V. | Aguas Calientes | Mexico | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Mexicana Servicios Laborales, S.A.de C.V. | Aguas Calientes | Mexico | 70.00% Employment services |
Full | Ernst & Young | |
| Gestamp Puebla, S.A. de C.V. | Puebla | Mexico | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Cartera de México, S.A. de C.V. Gestamp Mexicana de Serv. Laborales, S.A. de C.V. |
Puebla Aguas Calientes |
Mexico Mexico |
70.00% Portfolio company 70.00% Employment services |
Full Full |
N/A Ernst & Young |
| December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Company | Address | Country | Direct shareholding |
Indirect shareholding Activity |
Consolidation method |
Auditors |
| Todlem, S.L. | Barcelona | Spain | 70.77% Portfolio company |
Full | Ernst & Young | |
| Gestamp Navarra, S.A. | Navarra | Spain | 71.37% | 28.63% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Baires, S.A. | Buenos Aires | Argentina | 70.00% Dies, stamping and parts manufacturing |
Full | Ernst & Young | |
| Ingeniería Global Metalbages, S.A. | Barcelona | Spain | 100.00% Administration services |
Full | N/A | |
| Gestamp Aragón, S.A. | Zaragoza | Spain | 5.01% | 94.99% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Abrera, S.A. | Barcelona | Spain | 5.01% | 94.99% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Levante, S.A. | Valencia | Spain | 88.50% | 11.50% Tooling and parts manufacturing |
Full | Ernst & Young |
| Gestamp Solblank Navarra, S.L.U. | Navarra | Spain | 100.00% Tooling and welding |
Full | N/A | |
| Automated Joining Solutions, S.L. | Barcelona | Spain | 100.00% Tooling and parts manufacturing |
Full | N/A | |
| Gestamp Polska, SP. Z.O.O. | Wielkopolska | Poland | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Hungaria KFT | Akai | Hungary | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young |
| Gestamp North America, INC Gestamp Sweden, AB |
Michigan Lulea |
USA Sweden |
93.15% | 70.00% Administration services 6.85% Portfolio company |
Full Full |
Ernst & Young Ernst & Young |
| Gestamp HardTech, AB | Lulea | Sweden | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Ernst & Young | ||||||
| Michigan | USA | 70.00% Tooling and parts manufacturing |
Full | |||
| Alabama | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | ||
| Ronchamp | France | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | ||
| Barcelona | Spain | 5.01% | 94.99% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Barcelona | Spain | 43.00% Tooling and parts manufacturing |
Equity method | Ernst & Young | ||
| Vizcaya Kunshan |
Spain China |
100.00% Mould engineering and design 100.00% Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
||
| Gyeongsangnam-Do | South Korea | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | ||
| Bursa | Turkey | 50.00% Tooling and parts manufacturing |
Full | Deloitte | ||
| Puebla | Mexico | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | ||
| Gestamp Mason, LLc. Gestamp Alabama, LLc. Gestamp Ronchamp, S.A.S Gestamp Manufacturing Autochasis, S.L. Industrias Tamer, S.A. Gestamp Tooling Services, AIE Gestamp Auto Components (Kunshan) Co., Ltd Gestamp Kartek Corp. Beyçelik Gestamp Otomotive Sanayi, A.S. Gestamp Toluca SA de CV Gestamp Servicios Laborales de Toluca SA de CV |
Puebla | Mexico | 69.93% Employment services |
Full | Ernst & Young |
| December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Company | Address | Country | Direct shareholding |
Indirect shareholding Activity |
Consolidation method |
Auditors |
| Gestamp Severstal Vsevolozhsk Llc | Saint Petersburg | Russia | 70.77% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Adral, matriceria y pta. a punto, S.L. | Vizcaya | Spain | 100.00% Mould manufacturing and tuning |
Full | Ernst & Young | |
| Gestamp Severstal Kaluga, LLc | Kaluga | Russia | 70.77% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Automotive India Private Ltd. | Pune | India | 50.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Pune Automotive, Private Ltd. | Pune | India | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Chattanooga, Llc | Chattanooga | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Holding Rusia, S.L. | Madrid | Spain | 42.04% | 52.34% Portfolio company |
Full | Ernst & Young |
| Gestamp South Carolina, Llc | South Carolina | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Holding China, AB | Lulea | Sweden | 31.06% | 68.94% Portfolio company |
Full | Ernst & Young |
| Gestamp Global Tooling, S.L. | Vizcaya | Spain | 99.99% | 0.01% Manufacturing of dies |
Full | Ernst & Young |
| Gestamp Tool Hardening, S.L. | Vizcaya | Spain | 100.00% Manufacturing of dies |
Full | Ernst & Young | |
| Gestamp Vendas Novas Lda. | Évora | Portugal | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young |
| Gestamp Togliatti, Llc. | Togliatti | Russia | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Automotive Chennai Private Ltd. | Chennai | India | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Palau, S.A. Gestamp North Europe Services, S.L. |
Barcelona Vizcaya |
Spain Spain |
99.97% | 100.00% Tooling and parts manufacturing 0.03% Consultancy services |
Full Full |
Ernst & Young Ernst & Young |
| Loire Sociedad Anónima Franco Española | Guipúzcoa | Spain | 100.00% | Manufacturing of dies | Full | Ernst & Young |
| Gestamp Tooling Erandio, S.L. | Guipúzcoa | Spain | 100.00% Portfolio company |
Full | Ernst & Young | |
| Diede Die Developments, S.L. | Vizcaya | Spain | 100.00% | Manufacturing of dies | Full | IZE Auditores |
| Gestamp Louny, S.R.O. | Prague | Czech Republic | 100.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Auto Components (Shenyang), Co. Ltd. | Shenyang | China | 82.50% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp West Virginia, Llc. | Michigan | USA | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. | Kocaeli | Turkey | 50.00% Tooling and parts manufacturing |
Full | Deloitte | |
| Gestamp Auto Components (Dongguan), Co. Ltd. | Dongguan | China | 82.50% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Gestamp Try Out Services, S.L. | Vizcaya | Spain | 100.00% Manufacturing of dies |
Full | Ernst & Young | |
| Gestión Global de Matricería, S.L. | Vizcaya | Spain | 30.00% | Manufacturing of dies | Equity method | Ernst & Young |
| Ingeniería y Construcción de Matrices, S.A.U | Vizcaya | Spain | 30.00% Manufacturing of dies |
Equity method (A) | IZE Auditores | |
| IxCxT, S.A.U | Vizcaya | Spain | 30.00% Manufacturing of dies |
Equity method (A) | IZE Auditores | |
| Gestamp Funding Luxembourg, S.A. | Luxembourg | Luxembourg | 100.00% | Portfolio company | Full | Ernst & Young |
| Puebla | Mexico | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young |
| December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Company | Address | Country | Direct shareholding |
Indirect shareholding Activity |
Consolidation method |
Auditors |
| Autotech Engineering Deutschland GmbH | Bielefeld | Germany | 100.00% Research and development |
Full | Ernst & Young | |
| Autotech Engineering R&D Uk limited | Durhan | United Kingdom | 100.00% Research and development |
Full | Ernst & Young | |
| Gestamp Holding México, S.L. | Madrid | Spain | 69.99% Portfolio company |
Full | Ernst & Young | |
| Gestamp Holding Argentina, S.L. Mursolar 21, S.L. |
Madrid Madrid |
Spain Spain |
10.80% | 59.19% Portfolio company 82.50% Portfolio company |
Full Full |
Ernst & Young Ernst & Young |
| GGM Puebla, S.A. de C.V. | Puebla | Mexico | 30.00% Tooling and parts manufacturing |
Equity method (A) | N/A | |
| GGM Puebla Servicios Laborales, S.A. de C.V. | Puebla | Mexico | 30.00% Employment services |
Equity method (A) | N/A | |
| Gestool Tooling Manufacturing (Kunshan), Co., Ltd Gestamp Technlogy Institute, S.L. |
Kunshan Vizcaya |
China Spain |
99.97% | 30.00% Manufacturing of dies 0.03% Education |
Equity method (A) Full |
Ernst & Young Ernst & Young |
| Gestamp Tooling Engineering Deutschland, GmbH | Braunschweig. | Germany | 100.00% Manufacturing of dies |
Full | N/A | |
| Gestamp Chattanooga II, Llc | Chattanooga | USA | 70.00% Tooling and parts manufacturing |
Full | N/A | |
| Autotech Engineering R&D USA, Inc. | Delaware | USA | 100.00% IT, and research and development |
Full | N/A | |
| Gestamp Auto Components Wuhan, co. Ltd. Çelik Form Gestamp Otomotive, A.S. |
Wuhan Bursa |
China Turkey |
100.00% | Tooling and parts manufacturing 50.00% Tooling and parts manufacturing |
Full Full |
N/A Deloitte |
| Gestamp Washtenaw, LLc. | Delaware | USA | 70.00% Tooling and parts manufacturing |
Full | N/A | |
| Gestamp San Luis Potosí, S.A.P.I. de C.V. | Mexico City | Mexico | 70.00% Employment services |
Full | Rusell Bedford | |
| Gestamp San Luis Potosí Servicios Laborales S.A.P.I. de C.V. Gestamp Auto Components (Tianjin) Co., LTD. |
Mexico City Tianjin |
Mexico China |
70.00% Tooling and parts manufacturing 51.00% Tooling and parts manufacturing |
Full Full |
N/A Ernst & Young |
|
| Gestamp 2017, S.L.U. | Madrid | Spain | 100.00% | Portfolio company | Full | N/A |
| Autotech Engineering (Shangai) Co. Ltd. | Shangai | China | 100.00% Research and development |
Full | Ernst & Young | |
| Gestamp Hot Stamping Japan Co. Ltd. Global Laser Araba, S.L. |
Tokio Álava |
Japan Spain |
30.00% | 100.00% Tooling and parts manufacturing Tooling and parts manufacturing |
Full Equity method |
Ernst & Young Ernst & Young |
| Gestamp Beycelik Romania, S.R.L. | Darmanesti | Romania | 50.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. | Bursa | Turkey | 50.00% Manufacturing of dies |
Full | Deloitte | |
| Gestamp Nitra, S.R.O. | Bratislava | Slovakia | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young |
| Almussafes Mantenimiento de Troqueles, S.L. Gestamp (China) Holding, Co. Ltd |
Barcelona Shangai |
Spain China |
100.00% Die maintenance 100.00% Portfolio company |
Full Full |
Ernst & Young Ernst & Young |
|
| Gestamp Autotech Japan K.K. | Tokio | Japan | 100.00% Research and development |
Full | Ernst & Young | |
| Gestamp Sorocaba Industria Autopeças Ltda. | Sorocaba | Brazil | 70.00% Tooling and parts manufacturing |
Full | Ernst & Young | |
| Tuyauto Gestamp Morocco, S.A. Gestamp Auto Components (Beijing) Co., Ltd. |
Kenitra Beijing |
Morocco China |
50.00% Tooling and parts manufacturing 51.00% Tooling and parts manufacturing |
Full Full |
N/A Ernst & Young |
|
| Gestamp Mexicana Serv. Lab. II, S.A. de CV | México DF | Mexico | 70.00% Employment services |
Full | N/A | |
| Reparaciones Industriales Zaldibar, S.L. | Vizcaya | Spain | 99.99% | 0.01% Industrial equipment services |
Full | N/A |
| Autotech Engineering Spain, S.L. | Madrid | Spain | 100.00% Research and development |
Full | Ernst & Young | |
| Autotech Engineering France S.A.S. Gestamp Auto Components Sales (Tianjin) Co., LTD. |
Meudon la Forêt Tianjin |
France China |
100.00% Research and development 49.00% Consulting and Post-sales services |
Full Equity method |
N/A N/A |
|
| Gestamp Etem Automotive Bulgaria, S.A. | Sofía | Bulgaria | 51.00% Industrialization of post-extrusion activities |
Full | N/A | |
| Etem Gestamp Aluminium Extrusions, S.A. | Sofía | Bulgaria | 49.00% Tooling and parts manufacturing |
Equity method | N/A | |
| Gestamp New Energy Vehicle Components (Beijing) Co., LTD. Gestamp Proyectos Automoción 1, S.L. |
Beijing Madrid |
China Spain |
100.00% | 51.00% Tooling and parts manufacturing Tooling and parts manufacturing |
Full Full |
N/A N/A |
| Gestamp Proyectos Automoción 3, S.L. | Madrid | Spain | 99.81% | 0.19% Tooling and parts manufacturing |
Full | N/A |
| Smart Industry Consulting and Technologies, S.L.U | Vizcaya | Spain | 100.00% | Research and development | Full | N/A |
| Gestamp Automotive Vitoria, S.L. | Álava | Spain | 99.99% | 0.01% Tooling and parts manufacturing |
Full | N/A |
| Changchun Xuyang Gestamp Auto Components Co. Ltd. | Chaoyang | China | 49.00% Consulting and Post-sales services |
Equity method | N/A |
| December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Consolidation | |||||
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors |
| Edscha Holding GmbH | Remscheid | Germany | 100.00% Portfolio company | Full | Ernst & Young | ||
| Edscha Automotive Hengersberg GmbH | Hengersberg | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Automotive Hauzenberg GmbH | Hauzenberg | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Engineering GmbH | Remscheid | Germany | 100.00% Research and development | Full | Ernst & Young | ||
| Edscha Hengersberg Real Estate GmbH & Co. KG | Hengersberg | Germany | 5.10% | 94.90% Property | Full | N/A | |
| Edscha Hauzenberg Real Estate GmbH & Co. KG | Hauzenberg | Germany | 5.10% | 94.90% Property | Full | N/A | |
| Edscha Automotive Kamenice S.R.O. | Kamenice | Czech Republic | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Hradec S.R.O. | Hradec | Czech Republic | 100.00% Manufacturing of dies | Full | Ernst & Young | ||
| Edscha Velky Meder S.R.O. | Velky Meder | Slovakia | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp 2008, S.L. | Villalonquéjar (Burgos) | Spain | 100.00% Portfolio company | Full | Ernst & Young | ||
| Edscha Burgos, S.A. | Villalonquéjar (Burgos) | Spain | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Santander, S.A. | El Astillero (Cantabria) | Spain | 5.01% | 94.99% Tooling and parts manufacturing | Full | Ernst & Young | |
| Edscha Briey S.A.S. | Briey Cedex | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Engineering France S.A.S. | Les Ulis | France | 100.00% Research and development | Full | Ernst & Young | ||
| Edscha do Brasil Ltda. | Sorocaba | Brazil | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Japan Co., Ltd. | Tokio | Japan | 100.00% Sales office | Full | N/A | ||
| Jui Li Edscha Body Systems Co., Ltd. | Kaohsiung | Taiwan | 60.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Jui Li Edscha Holding Co., Ltd. | Apia | Samoa | 60.00% Portfolio company | Full | N/A | ||
| Jui Li Edscha Hainan Industry Enterprise Co., Ltd. | Hainan | China | 60.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Automotive Technology (Shangai) Co., Ltd. | Shanghai | China | 100.00% Research and development | Full | Shangai Ruitong Cpa | ||
| Shanghai Edscha Machinery Co., Ltd. | Shanghai | China | 55.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Anhui Edscha Automotive Parts Co Ltd. | Anhui | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Automotive Michigan, Inc | Lapeer | USA | 100.00% Tooling and parts manufacturing | Full | N/A | ||
| Edscha Togliatti, Llc. | Togliatti | Russia | 100.00% Tooling and parts manufacturing | Full | National Audit Corporation | ||
| Edscha Automotive Components (Kunshan) Co., Ltd. | Kunshan | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Finance Slovakia S.R.O. | Velky Meder | Slovakia | 100.00% | Portfolio company | Full | Ernst & Young | |
| Edscha Kunststofftechnik GmbH | Remscheid | Germany | 100.00% Tooling and parts manufacturing | Full | JKG Treuhand | ||
| Edscha Pha, Ltd. | Seul | South Korea | 50.00% Parts manufacture, research and development | Full | Ernst & Young | ||
| Edscha Aapico Automotive Co. Ltd | Pranakorn Sri Ayutthaya | Thailand | 51.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Automotive SLP, S.A.P.I. de C.V. | Mexico City | Mexico | 100.00% No activity | Full | N/A | ||
| Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. | Mexico City | Mexico | 100.00% No activity | Full | N/A | ||
| Edscha Automotive Components (Chongqing) Co. Ltd. | Chongqing | China | 100.00% Tooling and parts manufacturing | Full | N/A | ||
| Edscha Pha Automotive Components (Kunshan) Co., Ltd. | Kunshan | China | 50.00% Parts manufacture | Full | Deloitte | ||
| Edscha North America Technologies, Llc. | Delaware | USA | 100.00% Holding/Divisional company | Full | Ernst & Young | ||
| Edscha Automotive Components (Shanghai) Co., Ltd | Shanghai | China | 55.00% Tooling and parts manufacturing | Full | N/A | ||
| Edscha Mechatronics Solutions, GmbH | Remscheid | Germany | 100.00% Parts manufacture, research and development | Full | N/A | ||
| GMF Holding GmbH | Bielefeld | Germany | 100.00% Portfolio company | Full | Ernst & Young | ||
| Gestamp Metal Forming (Wuhan), Ltd | Wuhan | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Umformtechnik GmbH | Ludwigsfelde | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Automotive Chassis Products Plc. | Newton Aycliffe, Durham | United Kingdom | 100.00% Portfolio company | Full | Ernst & Young | ||
| Sofedit, S.A.S | Le Theil sur Huisne | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Prisma, S.A.S | Usine de Messempré | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Tallent , Ltd | Newton Aycliffe, Durham | United Kingdom | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Wroclaw Sp.z,o.o. | Wroclaw | Poland | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Auto components (Chongqing) Co., Ltd. | Chongqing | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gstamp Wolfsburg, GmbH | Ludwigsfelde | Germany | 100.00% Tooling and parts manufacturing | Full | N/A |
| The companies in the following table comprise the Sideacero Subgroup. December 31, 2022 Direct Indirect Consolidation shareholding shareholding method Company Address Country Activity Auditors Sideacero, S.L. Vizcaya Spain 33.34% Treatment, commercialization and distribution of scrap Full N/A Gescrap S.L. Vizcaya Spain 100.00% Treatment, commercialization and distribution of scrap Full Grant Thornton, S.L.P. Gescrap Centro, S.L. Madrid Spain 100.00% Sale of scrap Full Grant Thornton, S.L.P. Gescrap Navarra, S.L. Navarra Spain 100.00% Sale of scrap Full Grant Thornton, S.L.P. Gescrap Trading, S.L. Vizcaya Spain 100.00% Sale of scrap Full Grant Thornton, S.L.P. Gescrap Polska Sp. Z.o.o. Wrzesnia Poland 100.00% Sale of scrap Full Grant Thornton Polska, P.S.A. Gescrap Servicios Portuarios, S.L. Vizcaya Spain 100.00% Transport Services Full Grant Thornton, S.L.P. Gescrap Desarrollo, S.L. Vizcaya Spain 100.00% Portfolio company Full N/A Indutrial Steel Recycling, L.L.C. Kaluga Russia 100.00% Services rendered Recovery sector Full Balance Audit, L.L.C. Gescrap GmbH Ichtershausen Germany 100.00% Sale of scrap Full Grant Thornton AG Wirtschaftsprüfungsgesellschaft Gescrap France, S.A.R.L. Melun France 100.00% Sale of scrap Full Crowe Becouze Lusoscrap, Lda Valenca Portugal 100.00% Sale of scrap Full Grant Thornton & Associados, SROC, Lda. Gescrap Czech, s.r.o. Louny Czech Republic 100.00% Sale of scrap Full Ing. Jan Harapes Gescrap - Autometal Comercio de Sucatas, S/A Sao Paulo Brazil 70.00% Sale of scrap Full Grant Thornton Brasil Gescrap Autometal Mexico, S.A. de C.V. Puebla Mexico 70.00% Sale of scrap Full Salles Sainz Grant Thornton S.C. Ges Recycling Limited Durham United Kingdom 100.00% Sale of scrap Full Fruition Accountancy Gescrap Hungary, KFT Budapest Hungary 100.00% Sale of scrap Full Focus Audit Kft. Ges Recycling USA, LLC Delaware USA 100.00% Portfolio company Full N/A Ges Trading Nar S.A. de C.V. Puebla Mexico 70.30% Process outsourcing Full Salles Sainz Grant Thornton S.C. Gescrap Noroeste, S.L. Pontevedra Spain 100.00% Sale of scrap Full Grant Thornton, S.L.P. Transportes Basegar, S.A. Vizcaya Spain 75.00% Transport Services Full Grant Thornton, S.L.P. Gescrap Aragón, S.L. Zaragorza Spain 100.00% Sale of scrap Full Grant Thornton, S.L.P. Gescrap Rus, LLC Kaluga Russia 99.90% Sale of scrap Full Balance Audit, L.L.C. Ges Recycling South Carolina, LLC Carolina del Sur USA 100.00% Sale of scrap Full N/A Ges Recycling Alabama, LLC Alabama USA 100.00% Sale of scrap Full N/A Ges Recycling Tennessee, LLC Tennessee USA 100.00% Sale of scrap Full N/A Ges Recycling West Virginia, LLC Carolina del Sur USA 100.00% Sale of scrap Full N/A Gescrap Slovakia, s.r.o. Bratislava Slovakia 100.00% Sale of scrap Full N/A Soluciones de Gestión de Residuos Mexicana, S.A. de C.V. Puebla Mexico 70.30% Process outsourcing Full Salles Sainz Grant Thornton S.C. Ges Recycling Michigan, LLC Michigan USA 100.00% Sale of scrap Full N/A Gescrap Romania, S.R.L. Judet Arges Romania 99.93% Sale of scrap Full N/A Gescrap India Private Limited Maharastra India 70.00% Sale of scrap Full Sreedhar Manikant and Associates Ges Recycling Polska Sp. Z.o.o Wrzesnia Poland 100.00% Sale of scrap Full N/A Gescrap LT, UAB Vilna Lithuania 100.00% Sale of scrap Full N/A Gescrap Morocco, S.R.L. Casablanca Morocco 100.00% Sale of scrap Full N/A Samper-Refeinsa Galicia, S.L. Pontevedra Spain 100.00% Purchase/Sale of scrap Full Grant Thornton, S.L.P. Recuperaciones Medioambientales Industriales, S.L. Vizcaya Spain 100.00% Treatment, commercialization and distribution of scrap Full Grant Thornton, S.L.P. Recuperaciones Férricas Integrales, S.A. Vizcaya Spain 100.00% Sale of scrap Full N/A Gescrap Catalunya, S.L. Barcelona Spain 100.00% Sale of scrap Full Grant Thornton, S.L.P. Refeinsa Navarra, S.L. Navarra Spain 100.00% Sale of scrap Full N/A Refeinsa Centro, S.L. Madrid Spain 100.00% Sale of scrap Full N/A Reimasa Recycling, S.L. Vizcaya Spain 100.00% Sale of scrap Full Grant Thornton, S.L.P. Flycorp, S.L. Vizcaya Spain 100.00% No activity Full N/A Recuperaciones Férricas Asturianas, S.L. Asturias Spain 50.00% Sale of scrap Full Grant Thornton, S.L.P. Car Recycling, S.L. Vizcaya Spain 50.00% Sale of scrap Equity method N/A Beta Steel, S.L. Toledo Spain 70.00% Purchase/Sale of scrap Equity method N/A DJC Recyclage Le Haillen France 50.00% Purchase/Sale of scrap Equity method N/A |
|
|---|---|

| The companies comprising the Griwe Subgroup as at December 31, 2022, are as follows: | ||||
|---|---|---|---|---|
| Company | Address | Country | Shareholding | Consolidation method |
| Gestamp Griwe Westerburg GmbH | Westerburg | Germany | Parent company | Full |
| Gestamp Griwe Haynrode GmbH | Haynrode | Germany | 100.00% | Full |
| As of 2023, the individual companies of the Griwe Subgroup have been included in the scope of | ||||
| Gestamp Automoción. |
| Appendix II Indirect investments at December 31, 2023 |
||
|---|---|---|
| Company | December 31, 2023 Company holding indirect investment |
% Investment |
| Gestamp Vigo, S.A. | Gestamp Servicios, S.A. | 0.01% |
| Gestamp Toledo, S.A. | Gestamp Servicios, S.A. | 0.01% |
| Gestamp Brasil Industria de Autopeças, S.A. Gestamp Ingeniería Europa Sur, S.L. |
Gestamp Servicios, S.A. Gestamp Servicios, S.A. |
41.76% 0.04% |
| Gestamp Esmar, S.A. | Gestamp Servicios, S.A. | 99.90% |
| Gestamp Bizkaia, S.A. | Gestamp Servicios, S.A. | 14.69% |
| Gestamp Kartek Co., LTD Gestamp Services India Private, Ltd. |
Gestamp Servicios, S.A. Gestamp Servicios, S.A. |
100.00% 1.01% |
| Beyçelik Gestamp Otomotive Sanayi, A.S. | Gestamp Servicios, S.A. | 50.00% |
| Gestamp Holding México, S.L. Gestamp Holding Rusia, S.L. |
Gestamp Servicios, S.A. Gestamp Servicios, S.A. |
69.85% 7.66% |
| Gestamp Togliatti, LLC. | Gestamp Servicios, S.A. | 100.00% |
| Gestamp Proyectos Automoción 3, S.L. Gestamp Sweden, AB |
Gestamp Servicios, S.A. Gestamp Servicios, S.A. |
0.19% 5.48% |
| Gestamp Cerveira, Lda. | Gestamp Vigo, S.A. | 57.75% |
| Gestamp Noury, S.A.S | Gestamp Vigo, S.A. | 100.00% |
| Gestamp Louny, S.R.O. Gestamp Aveiro - Indústria De Acessórios De Automóveis, S.A. |
Gestamp Cerveira, Lda. Gestamp Cerveira, Lda. |
52.72% 45.66% |
| Gestamp Pune Automotive, Private Ltd. | Gestamp Cerveira, Lda. | 100.00% |
| Autotech Engineering S.L. Gestamp Sweden, AB |
Gestamp Bizkaia, S.A. Gestamp Bizkaia, S.A. |
90.00% 1.00% |
| Gestamp North Europe Services, S.L. | Gestamp Bizkaia, S.A. | 0.03% |
| Autotech Engineering Deutschland GmbH | Gestamp Bizkaia, S.A. | 55.00% |
| Autotech Engineering R&D Uk limited Gestamp Technology Institute, S.L. |
Gestamp Bizkaia, S.A. Gestamp Bizkaia, S.A. |
55.00% 0.03% |
| Gestamp Global Tooling, S.L. | Gestamp Bizkaia, S.A. | 0.01% |
| Autotech Engineering R&D USA, Inc. | Gestamp Bizkaia, S.A. | 55.00% |
| Autotech Engineering (Shangai), Co. Ltd. Gestamp Autotech Japan K.K. |
Gestamp Bizkaia, S.A. Gestamp Bizkaia, S.A. |
55.00% 55.00% |
| Autotech Engineering Spain, S.L. | Gestamp Bizkaia, S.A. | 0.01% |
| Autotech Engineering France, S.A.S. Reparaciones Industriales Zaldibar, S.L. |
Gestamp Bizkaia, S.A. Gestamp Bizkaia, S.A. |
55.00% 0.01% |
| Gestamp Tooling Services, AIE | Gestamp Bizkaia, S.A. | 40.00% |
| Gestamp Levante, S.A. | Gestamp Linares, S.A. | 11.50% |
| Gestamp Hardtech, AB Gestamp Holding China, AB |
Gestamp Sweden, AB Gestamp HardTech, AB |
100.00% 68.94% |
| SCI De Tournan Sur | Gestamp Noury, S.A.S | 99.90% |
| Gestamp Linares, S.A. | Gestamp Toledo, S.A. | 94.98% |
| Gestamp Holding Argentina, S.L. Gestamp Aveiro - Indústria De Acessórios De Automóveis, S.A. |
Gestamp Toledo, S.A. Gestamp Palencia, S.A. |
43.53% 54.34% |
| Gestamp Tech, S.L. | Gestamp Palencia, S.A. | 99.67% |
| Gestamp Holding Argentina, S.L. Gestamp Holding México, S.L. |
Gestamp Palencia, S.A. Gestamp Palencia, S.A. |
15.66% 0.15% |
| Tuyauto Gestamp Morocco, S.A. | Gestamp Palencia, S.A. | 100.00% |
| Gestamp Ronchamp, S.A.S | Gestamp Palencia, S.A. | 100.00% |
| Gestamp Auto Components (Beijing) Co., Ltd. | Gestamp Auto Components (Tianjin) Co., LTD. | 100.00% |
| Gestamp New Energy Vehicle Components (Beijing) Co., LTD. Gestamp Córdoba, S.A. |
Gestamp Auto Components (Tianjin) Co., LTD. Gestamp Argentina, S.A. |
100.00% 4.96% |
| Mursolar 21, S.L. | Gestamp Aragón, S.A. | 16.92% |
| Gestamp North America, INC | Gestamp Aveiro - Indústria De Acessórios De Automóveis, S.A. | 70.00% |
| Gestamp Navarra, S.A. Ingeniería Global Metalbages, S.A. |
Gestamp Metalbages, S.A. Gestamp Metalbages, S.A. |
28.63% 100.00% |
| Gestamp Aragón, S.A. | Gestamp Metalbages, S.A. | 94.99% |
| Gestamp Abrera, S.A. Automated Joining Solutions, S.L. |
Gestamp Metalbages, S.A. Gestamp Metalbages, S.A. |
94.99% 100.00% |
| Gestamp Polska SP. Z.O.O. | Gestamp Metalbages, S.A. | 100.00% |
| Gestamp Ingeniería Europa Sur, S.L. | Gestamp Metalbages, S.A. | 99.96% |
| Gestamp Manufacturing Autochasis, S.L. Gestamp Griwe Westerburg GmbH |
Gestamp Metalbages, S.A. Gestamp Metalbages, S.A. |
94.99% 100.00% |
| Edscha Holding Gmbh | Gestamp Metalbages, S.A. | 67.00% |
| Gestamp Palau, S.A. | Gestamp Metalbages, S.A. | 60.00% |
| Gestamp Metalbages, S.A. | 100.00% | |
| Gmf Holding GmbH Gestamp Services India Private, Ltd. |
Gestamp Levante, S.A. | 98.99% |
| Company Mursolar 21, S.L. |
Company holding indirect investment Gestamp Navarra, S.A. |
% Investment 63.54% |
|---|---|---|
| Gestamp Severstal Vsevolozhsk Llc Gestamp Severstal Kaluga, Llc |
Todlem, S.L. Todlem, S.L. |
100.00% 100.00% |
| Gestamp Aguascalientes, S.A.De C.V. | Gestamp Cartera de México, S.A. de C.V. | 100.00% |
| Gestamp Puebla, S.A. De C.V. Gestamp Mexicana De Serv. Laborales, S.A. De C.V. |
Gestamp Cartera de México, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. |
100.00% 100.00% |
| Gestamp Toluca, S.A. de C.V. | Gestamp Cartera de México, S.A. de C.V. | 100.00% |
| Gestamp Puebla II, S.A. de C.V. Gestamp San Luis Potosí, S.A.P.I. de C.V. |
Gestamp Cartera de México, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. |
100.00% 0.01% |
| Gestamp Mexicana Serv. Lab. II, S.A. de CV | Gestamp Cartera de México, S.A. de C.V. | 99.99% |
| Gestamp Córdoba, S.A. Gestamp Sorocaba Industria de Autopeças Ltda. |
Gestamp Brasil Industria de Autopeças, S.A. Gestamp Brasil Industria de Autopeças, S.A. |
1.98% 100.00% |
| Gestamp Baires, S.A. | Gestamp Brasil Industria de Autopeças, S.A. | 1.61% |
| Gestamp Holding Rusia, S.L. Gestamp Solblank Barcelona, S.A. |
Gestamp Abrera, S.A. Gestamp Abrera, S.A. |
5.64% 94.99% |
| Gestamp Etem Automotive Bulgaria, S.A. | Gestamp North Europe Services, S.L. | 51.00% |
| Etem Gestamp Aluminium Extrusions, S.A. Gestamp Holding Rusia, S.L. |
Gestamp North Europe Services, S.L. Gestamp Polska SP. Z.O.O. |
49.00% 24.56% |
| Edscha Holding Gmbh | Gestamp Polska SP. Z.O.O. | 33.00% |
| Gestamp Automotive India Private Ltd. Gestamp Automotive Chennai Private Ltd. |
Gestamp Polska SP. Z.O.O. Gestamp Solblank Barcelona, S.A. |
50.00% 100.00% |
| Gestamp Holding Rusia, S.L. | Gestamp Solblank Barcelona, S.A. | 6.67% |
| Gestamp Chattanooga, Llc Gestamp Mason, Llc. |
Gestamp North America, INC Gestamp North America, INC |
100.00% 100.00% |
| Gestamp Alabama, Llc. | Gestamp North America, INC | 100.00% |
| Gestamp West Virginia, Llc. Gestamp South Carolina, Llc |
Gestamp North America, INC Gestamp North America, INC |
100.00% 100.00% |
| Gestamp Washtenaw, LLC. | Gestamp North America, INC | 100.00% |
| Gestamp San Luis Potosí, S.A.P.I. De C.V. Gestamp Chattanooga II, Llc |
Gestamp North America, INC Gestamp North America, INC |
99.99% 100.00% |
| Gestamp Saint Clair, LLC. Gestamp Stanton, LLC. |
Gestamp North America, INC Gestamp North America, INC |
100.00% 100.00% |
| Todlem, S.L. | Gestamp Holding Rusia, S.L. | 74.98% |
| Gestamp Auto Components (Kunshan) Co., Ltd Industrias Tamer, S.A. |
Gestamp Holding China, AB Gestamp Esmar, S.A. |
100.00% 43.00% |
| Mursolar 21, S.L. | Gestamp Griwe Westerburg GmbH | 19.54% |
| Gestamp Griwe Haynrode GmbH Gestamp Louny, S.R.O. |
Gestamp Griwe Westerburg GmbH Gestamp Griwe Westerburg GmbH |
100.00% 47.28% |
| Gestamp Palau, S.A. | Gestamp Manufacturing Autochasis, S.L. | 40.00% |
| Almussafes Mantenimiento De Troqueles, S.L. Gestamp Try Out Services, S.L. |
Gestamp Palau, S.A. Gestamp Global Tooling, S.L. |
100.00% 100.00% |
| Gestamp Tooling Services, AIE | Gestamp Global Tooling, S.L. | 60.00% |
| Adral, Matriceria Y Pta. A Punto, S.L. Gestamp Tool Hardening, S.L. |
Gestamp Global Tooling, S.L. Gestamp Global Tooling, S.L. |
100.00% 100.00% |
| Gestamp Tooling Engineering Deutschland, Gmbh | Gestamp Global Tooling, S.L. | 100.00% |
| Gestamp Argentina, S.A. Gestamp Córdoba, S.A. |
Gestamp Holding Argentina, S.L. Gestamp Holding Argentina, S.L. |
97.00% 23.98% |
| Gestamp Baires, S.A. | Gestamp Holding Argentina, S.L. | 22.20% |
| Gestamp Córdoba, S.A. Autotech Engineering Deutschland GmbH |
Gestamp Baires, S.A. Autotech Engineering S.L. |
31.77% 45.00% |
| Autotech Engineering (Shangai), Co. Ltd. | Autotech Engineering S.L. | 45.00% |
| Gestamp Autotech Japan K.K. Autotech Engineering Spain, S.L. |
Autotech Engineering S.L. Autotech Engineering S.L. |
45.00% 99.99% |
| Autotech Engineering France, S.A.S. | Autotech Engineering S.L. | 45.00% |
| Autotech Engineering R&D Uk limited Autotech Engineering R&D USA, Inc. |
Autotech Engineering S.L. Autotech Engineering S.L. |
45.00% 45.00% |
| Gestamp Tooling Erandio, S.L. | Gestamp Tool Hardening, S.L. | 20.00% |
| Gestamp Cartera De México, S.A. De C.V. Gestamp Brasil Industria de Autopeças, S.A. |
Gestamp Holding México, S.L. Gestamp Holding México, S.L. |
100.00% 40.33% |
| Gestamp Argentina, S.A. | Gestamp Holding México, S.L. | 3.00% |
| Gestamp Hot Stamping Japan Co. Ltd. Gestamp San Luis Potosí, S.A.P.I. de C.V. |
Gestamp Kartek Co., LTD Gestamp Puebla, S.A. De C.V. |
65.91% 0.01% |
| Gestamp Mexicana Serv. Lab. II, S.A. de CV | Gestamp Puebla, S.A. De C.V. | 0.01% |
| Loire USA, Inc. Gestamp Tooling Erandio, S.L. |
Loire Sociedad Anónima Franco Española Loire Sociedad Anónima Franco Española |
100.00% 80.00% |
| Gestamp Auto Components (Tianjin) Co., Ltd. | Gestamp (China) Holding, Co. Ltd | 51.00% |
| Gestamp Metal Forming (Wuhan), Ltd Gestamp Auto Components (Chongqing) Co., Ltd. |
Gestamp (China) Holding, Co. Ltd Gestamp (China) Holding, Co. Ltd |
100.00% 100.00% |
| Changchun Xuyang Gestamp Auto Components Co. Ltd. | Gestamp (China) Holding, Co. Ltd | 49.00% |
| Gestamp Autocomponents Sales (Tianjin) Co., Ltd. Ingeniería Y Construcción De Matrices, S.A.U |
Gestamp (China) Holding, Co. Ltd Gestión Global de Matricería, S.L. |
49.00% 100.00% |
| IxCxT, S.A. | Gestión Global de Matricería, S.L. | 100.00% |
| GGM Puebla, S.A. de C.V. GGM Puebla Servicios Laborales, S.A. De C.V. |
Gestión Global de Matricería, S.L. Gestión Global de Matricería, S.L. |
99.99% 99.99% |
| Gestool Tooling Manufacturing (Kunshan), Co., Ltd | Gestión Global de Matricería, S.L. | 100.00% |
| GGM Puebla, S.A. de C.V. GGM Puebla Servicios Laborales, S.A. De C.V. |
IxCxT, S.A. IxCxT, S.A. |
0.01% 0.01% |
| Gestamp Auto Components (Shenyang), Co. Ltd. | Mursolar 21, S.L. | 100.00% |
| Gestamp Auto Components (Dongguan), Co. Ltd. Çelik Form Gestamp Otomotive, A.S. |
Mursolar 21, S.L. Beyçelik Gestamp Otomotive Sanayi, A.S. |
100.00% 100.00% |
| Gestamp Beycelik Romania, S.R.L. | Beyçelik Gestamp Otomotive Sanayi, A.S. | 100.00% |
| Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. |
Beyçelik Gestamp Otomotive Sanayi, A.S. Beyçelik Gestamp Otomotive Sanayi, A.S. |
100.00% 100.00% |
| Company | Company holding indirect investment | % Investment |
|---|---|---|
| Edscha Automotive Hengersberg GmbH | Edscha Holding GmbH | 100.00% |
| Edscha Automotive Hauzenberg GmbH Edscha Engineering GmbH |
Edscha Holding GmbH Edscha Holding GmbH |
100.00% 100.00% |
| Edscha Automotive Technology (Shangai), Co., Ltd. | Edscha Holding GmbH | 100.00% |
| Gestamp 2008, S.L. | Edscha Holding GmbH | 100.00% |
| Anhui Edscha Automotive parts, Co. Ltd. | Edscha Holding GmbH | 100.00% |
| Edscha Hradec S.R.O. | Edscha Holding GmbH | 100.00% |
| Edscha Japan Co., Ltd. | Edscha Holding GmbH | 100.00% |
| Edscha Burgos, S.A. | Edscha Holding GmbH | 0.01% |
| Edscha Velky Meder S.R.O. | Edscha Holding GmbH | 100.00% |
| Edscha Automotive Kamenice, S.R.O. Edscha Engineering France, S.A.S. |
Edscha Holding GmbH Edscha Holding GmbH |
100.00% 100.00% |
| Edscha Hengersberg Real Estate Gmbh & Co. Kg | Edscha Holding GmbH | 94.90% |
| Edscha Hauzenberg Real Estate Gmbh & Co. Kg | Edscha Holding GmbH | 94.90% |
| Shanghai Edscha Machinery Co. Ltd. | Edscha Holding GmbH | 55.00% |
| Edscha Automotive Michigan, Inc. | Edscha Holding GmbH | 100.00% |
| Edscha Togliatti, Llc. | Edscha Holding GmbH | 100.00% |
| Edscha Automotive Components (Kunshan), Co., Ltd. | Edscha Holding GmbH | 100.00% |
| Edscha Kunststofftechnik GmbH | Edscha Holding GmbH | 100.00% |
| Edscha Pha, Ltd. | Edscha Holding GmbH | 50.00% |
| Edscha Automotive SLP, S.A.P.I. de C.V. | Edscha Holding GmbH | 99.99% |
| Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Edscha Automotive Components (Chongqing), Co. Ltd. |
Edscha Holding GmbH Edscha Holding GmbH |
99.99% 100.00% |
| Jui li Edscha Body Systems Co. Ltd. | Edscha Holding GmbH | 60.00% |
| Edscha Aapico Automotive,Co. Ltd | Edscha Holding GmbH | 50.99% |
| Edscha Mechatronics Solutions, Gmbh | Edscha Holding GmbH | 100.00% |
| Edscha Aditya Automotive Systems Private Limited | Edscha Holding GmbH | 50.00% |
| Edscha Pha Automotive Components (Kunshan) Co., Ltd. | Edscha Pha, Ltd. | 100.00% |
| Edscha North America Technologies, Llc. | Edscha Automotive Michigan, Inc. | 100.00% |
| Edscha Automotive Components (Shanghai), Co., Ltd | Shanghai Edscha Machinery Co. Ltd. | 100.00% |
| Jui li Edscha Holding, Co. Ltd. Jui Li Edscha Hainan Industry Enterprise Co., Ltd. |
Jui li Edscha Body Systems Co. Ltd. Jui li Edscha Holding, Co. Ltd. |
100.00% 100.00% |
| Edscha do Brasil, Ltda. | Edscha Engineering GmbH | 74.06% |
| Edscha Automotive SLP, S.A.P.I. de C.V. | Edscha Engineering GmbH | 0.01% |
| Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. | Edscha Engineering GmbH | 0.01% |
| Edscha Aapico Automotive,Co. Ltd | Edscha Engineering GmbH | 0.01% |
| Edscha Santander, S.A. | Gestamp 2008, S.L. | 94.99% |
| Edscha Burgos, S.A. | Gestamp 2008, S.L. | 99.99% |
| Shanghai Edscha Machinery Co. Ltd. Edscha Briey, S.A.S. |
Anhui Edscha Automotive Parts, Co. Ltd. Edscha Santander, S.A. |
45.00% 100.00% |
| Edscha do Brasil, Ltda. | Edscha Santander, S.A. | 25.94% |
| Gestamp Umformtechnik GmbH | GMF Holding GmbH | 100.00% |
| Automotive Chassis Products, Plc. | GMF Holding GmbH | 100.00% |
| Sofedit, S.A.S | GMF Holding GmbH | 100.00% |
| Gestamp (China) Holding, Co. Ltd | GMF Holding GmbH | 100.00% |
| Gestamp Prisma, S.A.S | GMF Holding GmbH | 100.00% |
| Gestamp Wolfsburg, Gmbh | GMF Holding GmbH | 100.00% |
| Gestamp Tallent , Ltd | Automotive Chassis Products, Plc. Sofedit, S.A.S |
100.00% 100.00% |
| Gestamp Tallent , Ltd | ||
| Gestamp Wroclaw Sp.Z,O.O. Gestamp Hot Stamping Japan Co. Ltd. |
34.09% |
| Company | Company holding indirect investment | % Investment |
|---|---|---|
| Gescrap, S.L. Recuperaciones Medioambientales Industriales, S.L. |
Sideacero, S.L. Sideacero, S.L. |
100.00% 80.00% |
| Gescrap Centro, S.L. | Gescrap, S.L. | 100.00% |
| Gescrap Navarra, S.L. | Gescrap, S.L. | 100.00% |
| Gescrap Trading, S.L. Gescrap Polska Sp. Z.O.O. |
Gescrap, S.L. Gescrap, S.L. |
100.00% 100.00% |
| Gescrap Servicios Portuarios, S.L. | Gescrap, S.L. | 97.45% |
| Gescrap Desarrollo, S.L. | Gescrap, S.L. | 100.00% |
| Industrial Steel Recycling, L.L.C. | Gescrap, S.L. | 0.25% |
| Lusoscrap, Lda Gescrap Czech, s.r.o. |
Gescrap, S.L. Gescrap, S.L. |
40.00% 30.00% |
| Gescrap Noroeste, S.L. | Gescrap, S.L. | 100.00% |
| Gescrap Romania, S.R.L. | Gescrap, S.L. | 99.93% |
| Samper-Refeinsa Galicia, S.L. Recuperaciones Medioambientales Industriales, S.L. |
Gescrap, S.L. Gescrap, S.L. |
50.00% 20.00% |
| Ges Recycling Polska Sp. Z.O.O | Gescrap Desarrollo, S.L. | 100.00% |
| Gescrap Servicios Portuarios, S.L. | Gescrap Desarrollo, S.L. | 2.55% |
| Industrial Steel Recycling, L.L.C. | Gescrap Desarrollo, S.L. | 99.75% |
| Gescrap GmbH Gescrap France, S.A.R.L. |
Gescrap Desarrollo, S.L. Gescrap Desarrollo, S.L. |
100.00% 100.00% |
| Lusoscrap, Lda | Gescrap Desarrollo, S.L. | 60.00% |
| Gescrap Czech, s.r.o. | Gescrap Desarrollo, S.L. | 70.00% |
| Gescrap Autometal Comercio De Sucatas, S.A | Gescrap Desarrollo, S.L. | 70.00% |
| Gescrap Autometal Mexico, S.A. de C.V. Ges Recycling Limited |
Gescrap Desarrollo, S.L. Gescrap Desarrollo, S.L. |
70.00% 100.00% |
| Gescrap Hungary, KFT | Gescrap Desarrollo, S.L. | 100.00% |
| Ges Recycling USA, LLC | Gescrap Desarrollo, S.L. | 100.00% |
| Ges Trading Nar S.A. de C.V. | Gescrap Desarrollo, S.L. | 70.99% |
| Transportes Basegar, S.A. Gescrap Aragón, S.L. |
Gescrap Desarrollo, S.L. Gescrap Desarrollo, S.L. |
75.00% 100.00% |
| Gescrap Slovakia, s.r.o. | Gescrap Desarrollo, S.L. | 100.00% |
| Soluciones De Gestión De Residuos Mexicana, S.A. De C.V. | Gescrap Desarrollo, S.L. | 0.30% |
| Gescrap India Private Limited | Gescrap Desarrollo, S.L. | 70.00% |
| Gescrap LT, UAB Gescrap Morocco, S.R.L. |
Gescrap Desarrollo, S.L. Gescrap Desarrollo, S.L. |
100.00% 100.00% |
| Gescrap Turkey Metal Sanayi ve Ticaret Limited Sirketi | Gescrap Desarrollo, S.L. | 100.00% |
| Beta Steel, S.L. | Gescrap Desarrollo, S.L. | 70.00% |
| DJC Recyclage Gescrap Rus, LLC |
Gescrap Desarrollo, S.L. Industrial Steel Recycling, L.L.C. |
50.00% 99.90% |
| Soluciones De Gestión De Residuos Mexicana, S.A. De C.V. | Gescrap Autometal Mexico, S.A. de C.V. | 99.70% |
| Ges Recycling South Carolina, LLC | Ges Recycling USA, LLC | 100.00% |
| Ges Recycling Alabama, LLC | Ges Recycling USA, LLC | 100.00% |
| Ges Recycling Tennessee, Llc Ges Recycling West Virginia, LLC |
Ges Recycling USA, LLC Ges Recycling USA, LLC |
100.00% 100.00% |
| Ges Recycling Michigan, Llc | Ges Recycling USA, LLC | 100.00% |
| Recuperaciones Férricas Integrales, S.A. | Recuperaciones Medioambientales Industriales, S.L. | 100.00% |
| Flycorp, S.L. | Recuperaciones Medioambientales Industriales, S.L. | 3.22% |
| Gescrap Catalunya, S.L. Samper-Refeinsa Galicia, S.L. |
Recuperaciones Férricas Integrales, S.A. Recuperaciones Férricas Integrales, S.A. |
100.00% 49.99% |
| Refeinsa Navarra, S.L. | Recuperaciones Férricas Integrales, S.A. | 100.00% |
| Refeinsa Centro, S.L. | Recuperaciones Férricas Integrales, S.A. | 100.00% |
| Reimasa Recycling, S.L. Flycorp, S.L. |
Recuperaciones Férricas Integrales, S.A. Recuperaciones Férricas Integrales, S.A. |
100.00% 96.78% |
| Recuperaciones Férricas Integrales, S.A. | 50.00% | |
| Recuperaciones Férricas Asturianas, S.L. |
| Indirect investments at December 31, 2022 | ||
|---|---|---|
| Company | December 31, 2022 Company holding indirect investment |
% Investment |
| Gestamp Vigo, S.A. | Gestamp Servicios, S.A. | 0.01% |
| Gestamp Toledo, S.L. | Gestamp Servicios, S.A. | 0.01% |
| Gestamp Brasil Industria de Autopeças, S.A. | Gestamp Servicios, S.A. | 41.76% |
| Gestamp Ingeniería Europa Sur, S.L. | Gestamp Servicios, S.A. | 0.04% |
| Gestamp Esmar, S.A. | Gestamp Servicios, S.A. | 99.90% |
| Gestamp Bizkaia, S.A. Gestamp Kartek Co., LTD |
Gestamp Servicios, S.A. Gestamp Servicios, S.A. |
14.69% 100.00% |
| Gestamp Services India Private, Ltd. | Gestamp Servicios, S.A. | 1.01% |
| Beyçelik Gestamp Otomotive Sanayi, A.S. | Gestamp Servicios, S.A. | 50.00% |
| Gestamp Holding México, S.L. | Gestamp Servicios, S.A. | 69.85% |
| Gestamp Holding Rusia, S.L. Gestamp Togliatti, LLC. |
Gestamp Servicios, S.A. Gestamp Servicios, S.A. |
7.66% 100.00% |
| Gestamp Proyectos Automoción 3, S.L. | Gestamp Servicios, S.A. | 0.19% |
| Gestamp Sweden, AB | Gestamp Servicios, S.A. | 5.48% |
| Gestamp Cerveira, Lda. | Gestamp Vigo, S.A. | 60.63% |
| Gestamp Noury, S.A. Gestamp Louny S.R.O. |
Gestamp Vigo, S.A. Gestamp Cerveira, Lda. |
100.00% 52.72% |
| Gestamp Aveiro - Indstria de acessórios de Automóveis, S.A. | Gestamp Cerveira, Lda. | 45.66% |
| Gestamp Pune Automotive, Pvt. Ltd. | Gestamp Cerveira, Lda. | 99.99% |
| Autotech Engineering S.L. | Gestamp Bizkaia, S.A. | 90.00% |
| Gestamp Sweden, AB Gestamp North Europe Services, S.L. |
Gestamp Bizkaia, S.A. Gestamp Bizkaia, S.A. |
1.00% 0.03% |
| Autotech Engineering Deutschland GmbH | Gestamp Bizkaia, S.A. | 55.00% |
| Autotech Engineering R&D UK Limited | Gestamp Bizkaia, S.A. | 55.00% |
| Gestamp Technology Institute, S.L. | Gestamp Bizkaia, S.A. | 0.03% |
| Gestamp Global Tooling, S.L. | Gestamp Bizkaia, S.A. | 0.01% |
| Autotech Engineering R&D USA, Inc. Loire S.A. Franco Española |
Gestamp Bizkaia, S.A. Gestamp Bizkaia, S.A. |
55.00% 1.00% |
| Autotech Engineering (Shangai), Co. Ltd. | Gestamp Bizkaia, S.A. | 55.00% |
| Gestamp Autotech Japan K.K. | Gestamp Bizkaia, S.A. | 55.00% |
| Autotech Engineering Spain, S.L. | Gestamp Bizkaia, S.A. | 0.01% |
| Autotech Engineering France S.A.S. | Gestamp Bizkaia, S.A. | 55.00% |
| Reparaciones Industriales Zaldibar, S.L. | Gestamp Bizkaia, S.A. | 0.01% |
| Gestamp Tooling Services, AIE Gestamp Levante, S.L. |
Gestamp Bizkaia, S.A. Gestamp Linares, S.A. |
40.00% 11.50% |
| Gestamp Hard Tech AB | Gestamp Sweden, AB | 100.00% |
| Gestamp Holding China, AB | Gestamp HardTech, AB | 68.94% |
| SCI Tournan SUR | Gestamp Noury, S.A.S | 99.90% |
| Gestamp Linares, S.L. Gestamp Holding Argentina, S.L. |
Gestamp Toledo, S.A. Gestamp Toledo, S.A. |
94.98% 43.53% |
| Gestamp Aveiro - Indstria de acessórios de Automóveis, S.A. | Gestamp Palencia, S.A. | 54.34% |
| Gestamp Tech, S.L. | Gestamp Palencia, S.A. | 99.67% |
| Gestamp Holding Argentina, S.L. | Gestamp Palencia, S.A. | 15.66% |
| Gestamp Holding México, S.L. | Gestamp Palencia, S.A. | 0.15% |
| Tuyauto Gestamp Morocco, S.A. Gestamp Romchamp, S.A. |
Gestamp Palencia, S.A. Gestamp Palencia, S.A. |
50.00% 100.00% |
| Gestamp Autocomponents (Beijing) Co., Ltd. | Gestamp Autocomponents (Tianjin) Co., Ltd. | 100.00% |
| Gestamp New Energy Vehicle Components (Beijing) Co., LTD. | Gestamp Autocomponents (Tianjin) Co., Ltd. | 100.00% |
| Gestamp Córdoba, S.A. | Gestamp Argentina, S.A. | 7.91% |
| Mursolar, 21, S.L. | Gestamp Aragón, S.A. | 16.92% |
| Gestamp North America, INC Gestamp Navarra, S.A |
Gestamp Aveiro - Industria de acessórios de Automóveis, S.A. Gestamp Metalbages, S.A. |
70.00% 28.63% |
| Ingeniería Global Metalbages, S.A. | Gestamp Metalbages, S.A. | 100.00% |
| Gestamp Aragon, S.A. | Gestamp Metalbages, S.A. | 94.99% |
| Gestamp Abrera, S.A. | Gestamp Metalbages, S.A. | 94.99% |
| Automated Joining Solutions, S.L. Gestamp Polska SP. Z.O.O. |
Gestamp Metalbages, S.A. Gestamp Metalbages, S.A. |
100.00% 100.00% |
| Gestamp Ingeniería Europa Sur, S.L. | Gestamp Metalbages, S.A. | 99.96% |
| Gestamp Manufacturing Autochasis, S.L. | Gestamp Metalbages, S.A. | 94.99% |
| Griwe Subgroup | Gestamp Metalbages, S.A. | 100.00% |
| Edscha Holding Gmbh Gestamp Palau, S.A. |
Gestamp Metalbages, S.A. Gestamp Metalbages, S.A. |
67.00% 60.00% |
| Gestamp Metalbages, S.A. | 100.00% | |
| GMF Holding Gmbh Gestamp Services India Private, Ltd. |
Gestamp Levante, S.A. | 98.99% |
| Company Company holding indirect investment Mursolar, 21, S.L. Gestamp Navarra, S.A. Gestamp Holding Rusia, S.L. Gestamp Solblank Navarra, S.L.U. Gestamp Severstal Vsevolozhsk Llc Todlem, S.L. Gestamp Severstal Kaluga, Llc Todlem, S.L. Mexicana Servicios Laborales, S.A. de CV Gestamp Cartera de México, S.A. de C.V. Gestamp Aguascalientes, S.A. de CV Gestamp Cartera de México, S.A. de C.V. Gestamp Puebla, S.A. de CV Gestamp Cartera de México, S.A. de C.V. Gestamp Mexicana Serv. Lab., S.A. de CV Gestamp Cartera de México, S.A. de C.V. Gestamp Toluca, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. Gestamp Puebla II, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp Cartera de México, S.A. de C.V. Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V. Gestamp Cartera de México, S.A. de C.V. Gestamp Sevicios Laborales de Toluca, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. Gestamp Córdoba, S.A. Gestamp Brasil Industria de Autopeças, S.A. Gestamp Sorocaba Indústria de Autopeças Ltda. Gestamp Brasil Industria de Autopeças, S.A. Gestamp Baires, S.A. Gestamp Brasil Industria de Autopeças, S.A. Gestamp Solblank Navarra, S.L.U. Gestamp Abrera, S.A. Gestamp Solblank Barcelona, S.A. Gestamp Abrera, S.A. Gestamp Etem Automotive Bulgaria, S.A. Gestamp North Europe Services, S.L. Etem Gestamp Aluminium Extrusions, S.A. Gestamp North Europe Services, S.L. Gestamp Automotive Vitoria, S.L. Gestamp North Europe Services, S.L. Gestamp Holding Rusia, S.L. Gestamp Polska, SP. Z.O.O. Edscha Holding Gmbh Gestamp Polska, SP. Z.O.O. Gestamp Automotive India Private Ltd. Gestamp Polska, SP. Z.O.O. Gestamp Automotive Chennai Private, Ltd. Gestamp Solblank Barcelona, S.A. Gestamp Holding Rusia, S.L. Gestamp Solblank Barcelona, S.A. Gestamp Chattanooga, LLC. Gestamp North America, INC Gestamp Mason, Llc. Gestamp North America, INC Gestamp Alabama, Llc Gestamp North America, INC Gestamp West Virginia, Llc. Gestamp North America, INC Gestamp South Carolina, LLC. Gestamp North America, INC Gestamp Washtenaw, LLC. Gestamp North America, INC Gestamp San Luís Potosí, S.A.P.I. de C.V. Gestamp North America, INC Gestamp Chattanooga II, LLC. Gestamp North America, INC Todlem, S.L. Gestamp Holding Rusia, S.L. Gestamp Auto Components (Kunshan) Co., Ltd Gestamp Holding China, AB Industrias Tamer, S.A. Gestamp Esmar, S.A. Gestamp Pune Automotive, Pvt. Ltd. Gestamp Automotive Chennai Private Ltd. Mursolar, 21, S.L. Griwe Subgroup Gestamp Louny S.R.O. Griwe Subgroup Gestamp Palau, S.A. Gestamp Manufacturing Autochasis, S.L. Almussafes Mantenimiento Troqueles, S.L. Gestamp Palau, S.A. Gestamp Try Out Services, S.L. Gestamp Global Tooling, S.L. Gestamp Tooling Services, AIE Gestamp Global Tooling, S.L. Adral Matricería y puesta a punto, S.L. Gestamp Global Tooling, S.L. Gestamp Tool Hardening, S.L. Gestamp Global Tooling, S.L. Gestamp Tooling Engineering Deutschland GmbH Gestamp Global Tooling, S.L. Gestamp Argentina, S.A. Gestamp Holding Argentina, S.L. Gestamp Córdoba, S.A. Gestamp Holding Argentina, S.L. Gestamp Baires, S.A. Gestamp Holding Argentina, S.L. Gestamp Córdoba, S.A. Gestamp Baires, S.A. Autotech Engineering Deutschland GmbH Autotech Engineering S.L. Autotech Engineering (Shangai), Co. Ltd. Autotech Engineering S.L. Gestamp Autotech Japan K.K. Autotech Engineering S.L. Autotech Engineering Spain, S.L. Autotech Engineering S.L |
% Investment 46.04% 5.64% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 0.01% 99.99% 99.99% 3.17% 100.00% 6.77% 100.00% 94.99% 51.00% 49.00% 0.01% 24.56% 33.00% 50.00% 100.00% 6.67% 100.00% 100.00% |
|---|---|
| 100.00% | |
| 100.00% 100.00% |
|
| 100.00% | |
| 99.99% 100.00% |
|
| 74.98% 100.00% |
|
| 43.00% | |
| 0.01% 19.54% |
|
| 47.28% | |
| 40.00% 100.00% |
|
| 100.00% | |
| 60.00% 100.00% |
|
| 99.90% | |
| 100.00% 97.00% |
|
| 38.25% | |
| 93.23% 50.67% |
|
| 45.00% 45.00% |
|
| 45.00% | |
| 99.99% 45.00% |
|
| Autotech Engineering France S.A.S. Autotech Engineering S.L Autotech Engineering R&D UK Limited Autotech Engineering S.L |
45.00% |
| Autotech Engineering R&D USA Limited Autotech Engineering S.L Gestamp Tooling Erandio, S.L. Gestamp Tool Hardening, S.L. |
45.00% 20.00% |
| Gestamp Cartera de Mexico, S.A. de CV Gestamp Holding México, S.L. |
100.00% |
| Gestamp Brasil Industria de Autopeças, S.A. Gestamp Holding México, S.L. Gestamp Argentina, S.A. Gestamp Holding México, S.L. |
40.33% 3.00% |
| Gestamp Hot Stamping Japan Co. Ltd. Gestamp Kartek Corporation |
61.61% |
| Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp Cartera de México, S.A. de C.V. Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp Puebla, S.A. de CV |
99.99% 0.01% |
| Gestamp Tooling Erandio, S.L. Loire Sociedad Anónima Franco Española Gestamp Autocomponents (Tianjin) Co., Ltd. Gestamp (China) Holding, Co. Ltd |
80.00% 51.00% |
| Gestamp Metal Forming (Wuhan) Co., Ltd. Gestamp (China) Holding, Co. Ltd |
100.00% |
| Gestamp Auto Components (Chongqing), Co. Ltd. Gestamp (China) Holding, Co. Ltd Gestamp Autocomponents Sales (Tianjin) Co., Ltd. Gestamp (China) Holding, Co. Ltd |
100.00% 49.00% |
| Changchun Xuyang Gestamp Auto Components Co. Ltd. Gestamp (China) Holding, Co. Ltd |
49.00% |
| Ingeniería y Construcción de Matrices, S.A.U. Gestión Global de Matricería, S.L. IxCxT, S.A.U. Gestión Global de Matricería, S.L. |
100.00% 100.00% |
| GGM Puebla, S.A. de C.V. Gestión Global de Matricería, S.L. |
99.99% |
| Gestool Tooling Manufacturing (Kunshan), Co, Ltd. Gestión Global de Matricería, S.L. GGM Puebla de Servicios Laborales, S.A. de C.V. Gestión Global de Matricería, S.L. |
100.00% 99.99% |
| Gestamp Auto Components (Shenyang), Co. Ltd. Mursolar 21, S.L. |
100.00% |
| Gestamp Autocomponents (Dongguan) Co., Ltd. Mursolar 21, S.L. Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp Puebla, S.A. de CV |
100.00% 0.01% |
| Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V. Gestamp Puebla, S.A. de CV Çelik Form Gestamp Otomotive, A.S. Beyçelik Gestamp Otomotive Sanayi, A.S. |
0.01% 100.00% |
| Gestamp Beycelik Romanía, S.R.L. Beyçelik Gestamp Otomotive Sanayi, A.S. |
100.00% |
| Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Beyçelik Gestamp Otomotive Sanayi, A.S. Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. Beyçelik Gestamp Otomotive Sanayi, A.S. |
100.00% 100.00% |
| Company | Company holding indirect investment | % Investment | |
|---|---|---|---|
| Edscha Automotive Hengersberg GmbH | Edscha Holding GmbH | 100.00% | |
| Edscha Automotive Hauzenberg GmbH Edscha Engineering GmbH |
Edscha Holding GmbH Edscha Holding GmbH |
100.00% 100.00% |
|
| Edscha Automotive Technology (shangai), Co. Ltd. | Edscha Holding GmbH | 100.00% | |
| Gestamp 2008, S.L. | Edscha Holding GmbH | 100.00% | |
| Anhui Edscha Automotive parts, Co. Ltd. | Edscha Holding GmbH | 100.00% | |
| Edscha Hradec, S.R.O. Edscha Japan, Co. Ltd. |
Edscha Holding GmbH Edscha Holding GmbH |
100.00% 100.00% |
|
| Edscha Burgos, S.A. | Edscha Holding GmbH | 0.01% | |
| Edscha Velky Meder, S.R.O. | Edscha Holding GmbH | 100.00% | |
| Edscha Automotiv Kamenice, S.R.O. | Edscha Holding GmbH | 100.00% | |
| Edscha Engineering France SAS Edscha Hengersberg Real Estate GmbH & Co. KG |
Edscha Holding GmbH Edscha Holding GmbH |
100.00% 94.90% |
|
| Edscha Hauzenberg Real Estate GmbH & Co.KG | Edscha Holding GmbH | 94.90% | |
| Shanghai Edscha Machinery, Co. Ltd. | Edscha Holding GmbH | 55.00% | |
| Edscha Automotive Michigan, Inc. Edscha Togliatti, Llc. |
Edscha Holding GmbH Edscha Holding GmbH |
100.00% 100.00% |
|
| Edscha Automotive Components (Kunshan), Co. Ltd. | Edscha Holding GmbH | 100.00% | |
| Edscha Kunststofftechnik GmbH | Edscha Holding GmbH | 100.00% | |
| Edscha Pha, Ltd. | Edscha Holding GmbH | 50.00% | |
| Edscha Automotive SLP, S.A.P.I. de C.V. | Edscha Holding GmbH | 99.99% | |
| Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Edscha Automotive Components (Chongqing) Co. Ltd. |
Edscha Holding GmbH Edscha Holding GmbH |
99.99% 100.00% |
|
| Jui li Edscha Body Systems Co. Ltd. | Edscha Holding GmbH | 60.00% | |
| Edscha Automotive Aapico, Co. Ltd. | Edscha Holding GmbH | 50.99% | |
| Edscha Mechatronics Solutions Gmbh Edscha Pha Automotive Components (Kunshan) Co., Ltd. |
Edscha Holding GmbH Edscha Pha, Ltd. |
100.00% 100.00% |
|
| Edscha North America Technologies, Llc. | Edscha Automotive Michigan, Inc. | 100.00% | |
| Edscha Automotive Components (Shanghai), Co. Ltd. | Shanghai Edscha Machinery, Co. Ltd. | 100.00% | |
| Jui li Edscha Holding, Co. Ltd. | Jui li Edscha Body Systems Co. Ltd. | 100.00% | |
| Jui li Edscha Hainan Industry Enterprise, Co. Ltd. Edscha do Brasil, Ltd. |
Jui li Edscha Holding, Co. Ltd. Edscha Engineering GmbH |
100.00% 83.26% |
|
| Edscha Automotive SLP, S.A.P.I. de C.V. | Edscha Engineering GmbH | 0.01% | |
| Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. | Edscha Engineering GmbH | 0.01% | |
| Edscha Automotive Aapico, Co. Ltd. | Edscha Engineering GmbH | 0.01% | |
| Edscha Santander, S.L. Edscha Burgos, S.A. |
Gestamp 2008, S.L. Gestamp 2008, S.L. |
94.99% 99.99% |
|
| Edscha Briey, S.A.S. | Edscha Santander, S.L. | 100.00% | |
| Edscha do Brasil, Ltd. | Edscha Santander, S.L. | 16.74% | |
| Gestamp Umformtechnik GmbH | GMF Holding GmbH | 100.00% | |
| Automotive Chassis Products, Plc. Sofedit SAS |
GMF Holding GmbH GMF Holding GmbH |
100.00% 100.00% |
|
| Gestamp (China) Holding, Co. Ltd | GMF Holding GmbH | 100.00% | |
| Gestamp Prisma SAS | GMF Holding GmbH | 100.00% | |
| Automotive Chassis Products Plc. | 100.00% 100.00% |
||
| Gestamp Tallent, Ltd. | |||
| Gestamp Wroclaw, Sp. Z.o.o. Gestamp Hot Stamping Japan Co. Ltd. |
Sofedit, S.A.S Gestamp Tallent , Ltd |
38.39% |
| Company Gescrap, S.L. |
Company holding indirect investment Sideacero, S.L. |
% Investment 100.00% |
||
|---|---|---|---|---|
| Recuperaciones Medioambientales Industriales, S.L. | Sideacero, S.L. | 80.00% | ||
| Gescrap Centro, S.L. Gescrap Navarra, S.L. |
Gescrap, S.L. Gescrap, S.L. |
100.00% 100.00% |
||
| Gescrap Trading, S.L. | Gescrap, S.L. | 100.00% | ||
| Gescrap Polska, SP. Z.o.o. | Gescrap, S.L. | 100.00% | ||
| Gescrap Servicios Portuarios, S.L. | Gescrap, S.L. | 97.45% | ||
| Gescrap Desarrollo, S.L. Industrial Steel Recycling, LLC |
Gescrap, S.L. Gescrap, S.L. |
100.00% 0.25% |
||
| Lusoscrap Lda. | Gescrap, S.L. | 40.00% | ||
| Gescrap Czech, s.r.o. | Gescrap, S.L. | 30.00% | ||
| Gescrap Noroeste, S.L. | Gescrap, S.L. | 100.00% | ||
| Gescrap Romania, S.R.L. Samper Refeinsa Galicia, S.L. |
Gescrap, S.L. Gescrap, S.L. |
99.93% 50.00% |
||
| Recuperaciones Medioambientales Industriales, S.L. | Gescrap, S.L. | 20.00% | ||
| Ges Recycling Polska, Sp.z.o.o. | Gescrap Desarrollo, S.L. | 100.00% | ||
| Gescrap Servicios Portuarios, S.L. | Gescrap Desarrollo, S.L. | 2.55% | ||
| Industrial Steel Recycling, LLC Gescrap GmbH |
Gescrap Desarrollo, S.L. Gescrap Desarrollo, S.L. |
99.75% 100.00% |
||
| Gescrap France, S.A.R.L. | Gescrap Desarrollo, S.L. | 100.00% | ||
| Lusoscrap Lda. | Gescrap Desarrollo, S.L. | 60.00% | ||
| Gescrap Czech, s.r.o. | Gescrap Desarrollo, S.L. | 70.00% | ||
| Gescrap Autometal Comercio de Sucatas, S.A. | Gescrap Desarrollo, S.L. | 70.00% | ||
| Gescrap Autometal Mexico, S.A. de C.V. Ges Recycling Limited |
Gescrap Desarrollo, S.L. Gescrap Desarrollo, S.L. |
70.00% 100.00% |
||
| Gescrap Hungary, KFT | Gescrap Desarrollo, S.L. | 100.00% | ||
| Ges Recycling USA, LLC | Gescrap Desarrollo, S.L. | 100.00% | ||
| Ges Trading Nar S.A. de C.V. | Gescrap Desarrollo, S.L. | 0.30% | ||
| Transportes Basegar, S.L. Gescrap Aragón, S.L. |
Gescrap Desarrollo, S.L. Gescrap Desarrollo, S.L. |
75.00% 100.00% |
||
| Gescrap Slovakia, s.r.o. | Gescrap Desarrollo, S.L. | 100.00% | ||
| Soluciones de Gestión de Residuos Mexicana, S.A. de C.V. | Gescrap Desarrollo, S.L. | 0.30% | ||
| Gescrap India Private Limited Gescrap LT, UAB |
Gescrap Desarrollo, S.L. Gescrap Desarrollo, S.L. |
70.00% 100.00% |
||
| Gescrap Morocco, S.R.L. | Gescrap Desarrollo, S.L. | 100.00% | ||
| Gescrap Rus, LLC | Industrial Steel Recycling, L.L.C. | 99.90% | ||
| Gescrap Autometal Mexico NAR, S.A. de C.V. | Gescrap Autometal Mexico, S.A. de C.V. | 99.70% | ||
| Soluciones de Gestión de Residuos Mexicana, S.A. de C.V. | Gescrap Autometal Mexico, S.A. de C.V. | 99.70% | ||
| Ges Recycling South Carolina, LLC Ges Recycling Alabama, LLC |
Ges Recycling USA, LLC Ges Recycling USA, LLC |
100.00% 100.00% |
||
| Ges Recycling Tennessee LLC | Ges Recycling USA, LLC | 100.00% | ||
| Ges Recycling West Virginia, LLC | Ges Recycling USA, LLC | 100.00% | ||
| Ges Recycling Michigan LLC Recuperaciones Férricas Integrales, S.L. |
Ges Recycling USA, LLC Recuperaciones Medioambientales Industriales, S.L. |
100.00% 100.00% |
||
| Flycorp, S.L. | Recuperaciones Medioambientales Industriales, S.L. | 3.22% | ||
| Gescrap Catalunya, S.L. | Recuperaciones Férricas Integrales, S.A. | 100.00% | ||
| Samper Refeinsa Galicia, S.L. | Recuperaciones Férricas Integrales, S.A. | 50.00% | ||
| Refeinsa Navarra, S.L. | Recuperaciones Férricas Integrales, S.A. | 100.00% | ||
| Refeinsa Centro, S.L. Reimasa Recycling, S.L. |
Recuperaciones Férricas Integrales, S.A. Recuperaciones Férricas Integrales, S.A. |
100.00% 100.00% |
||
| Flycorp, S.L. | Recuperaciones Férricas Integrales, S.A. | 96.78% | ||
| Recuperaciones Férricas Asturianas, S.L. | Recuperaciones Férricas Integrales, S.A. | 50.00% |
Gestamp Automoción, S.A.
Edscha Automotive Hengarsberg, GmbH Edscha Holding, GmbH Gestamp Griwe Haynrode, GmbH Gestamp Griwe Westerburg, GmbH Edscha Automotive Hauzenberg, GmbH Gestamp Umformtechnik, GmbH Edscha Hengersberg Real Estate, GmbH Edscha Hauzenberg Real Estate, GmbH Edscha Engineering, GmbH GMF Holding, GmbH Gestamp Servicios, S.A. Gestamp Navarra, S.A. Gestamp Bizkaia, S.A. Gestamp Metalbages, S.A. Gestamp Esmar, S.A. Gestamp Palencia, S.A. Gestamp Abrera, S.A. Gestamp Solblank Barcelona, S.A. Loire S.A. Franco Española Gestamp Aragón, S.A. Gestamp Linares, S.A. Gestamp Vigo, S.A. Ingeniería Global Metalbages, S.A. Gestamp Global Tooling, S.L. Gestamp Noury, S.A.S. Gestamp Ronchamp, S.A.S. Sofedit S.A.S. SCI de Tournan en Brie Edscha Engineering France, S.A.S. Gestamp Prisma, S.A.S. Gestamp Hungaria, KFT Gestamp Polska Sp. Z.o.o. Gestamp Wroclaw Sp. Z.o.o. Gestamp Aveiro, S.A. Gestamp Cerveira, Lda. Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Kamenice, S.r.o. Edscha Hradec, S.r.o. Gestamp Louny, S.r.o. Gestamp Tallent Limited Edscha Velky Meder, S.r.o. Gestamp Nitra, S.r.o. Gestamp HardTech AB Gestamp Sweden AB Edscha Burgos, S.A. Edscha Santander, S.A. Gestamp Levante, S.A. Gestamp Toledo, S.A.
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.
Gestamp Global Tooling, S.L.
Gestamp Navarra, S.A. Gestamp Noury, S.A.S. Edscha Automotive Kamenice, S.R.O. Gestamp Palencia, S.A. Edscha Engineering, GmbH Gestamp Polska, Sp. Z.o.o. Edscha Briey, S.A.S. Gestamp Cerveira, Ltda. Edscha Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Griwe Subgroup Edscha Velky Meder, S.r.o. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Loire S.A. Franco Española Edscha Santander, S.A. Gestamp Abrera, S.A. Gestamp Toledo, S.A. Gestamp Aragón, S.A. Gestamp Aveiro, S.A. Gestamp Metalbages, S.A. Gestamp HardTech, AB Gestamp Prisma, S.A.S. Gestamp Hungaria, KFT SCI de Tournan en Brie Gestamp Linares, S.A. Gestamp Solblank Barcelona, S.A. Gestamp Louny, S.r.o. Gestamp Tallent Limited Gestamp Esmar, S.A. Gestamp Sweden, AB Gestamp Wroclaw, Sp. Z.o.o. Edscha Burgos, S.A. Sofedit, S.A.S. Gestamp Levante, S.A. GMF Holding, GmbH Gestamp Funding Luxembourg, S.A. Gestamp Metalbages, S.A. Gestamp Navarra, S.A. Gestamp Palencia, S.A. Gestamp Polska, Sp. Z.o.o. Gestamp Servicios, S.A. Gestamp Umformtechnik, GmbH Gestamp Toledo, S.A. Sofedit, S.A.S. Gestamp Bizkaia, S.A. Gestamp Tallent, Ltd.
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.
Gestamp Vigo, S.A.
Gestamp Navarra, S.A. Gestamp Noury, S.A.S. Edscha Automotive Kamenice, S.R.O. Gestamp Palencia, S.A. Edscha Engineering, GmbH Gestamp Polska, Sp. Z.o.o. Edscha Briey, S.A.S. Gestamp Cerveira, Ltda. Edscha Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Ingeniería Global MB, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp Bizkaia, S.A. Gestamp Abrera, S.A. Sofedit, S.A.S. Gestamp Aragón, S.A. Gestamp Automoción, S.A. Gestamp Metalbages, S.A. Gestamp Aveiro, S.A. Gestamp Prisma, S.A.S. Gestamp HardTech, AB SCI de Tournan en Brie Gestamp Hungaria, KFT Gestamp Solblank Barcelona, S.A. Gestamp Linares, S.A. Gestamp Tallent Limited Gestamp Louny, S.r.o. Gestamp Sweden, AB Gestamp Esmar, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Wroclaw, Sp. Z.o.o. GMF Holding, GmbH Griwe Subgroup Edscha Santander, S.A. Edscha Burgos, S.A. Gestamp Global Tooling, S.L. Gestamp Toledo, S.A. Gestamp Levante , S.A.
Edscha Automotive Hengersberg, GmbH Gestamp Palencia, S.A. Edscha Holding, GmbH Gestamp Esmar, S.A. Griwe Subgroup Gestamp Abrera, S.A. Edscha Automotive Hauzenberg, GmbH Gestamp Solblank Barcelona, S.A. Gestamp Umformtechnik, GmbH Loire S.A. Franco Española Edscha Hauzenberg Real Estate, GmbH Gestamp Aragón, S.A. Edscha Hengersberg Real Estate, GmbH Gestamp Linares, S.A. Edscha Engineering, GmbH Gestamp Vigo, S.A. Gestamp Servicios, S.A. Gestamp Automoción, S.A. Gestamp Navarra, S.A. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Gestamp Ronchamp, S.A.S. Gestamp Metalbages, S.A. Gestamp Noury, S.A.S. Edscha Briey, S.A.S. Gestamp Hungaria, KFT Sofedit, S.A.S. Gestamp Polska, Sp. Z.o.o. SCI de Tournan en Brie Gestamp Wroclaw, Sp. Z.o.o. Edscha Engineering France, S.A.S. Gestamp Cerveira, Ltda. Gestamp Prisma, S.A.S. Gestamp Vendas Novas Unipessoal, Lda. Gestamp Aveiro, S.A. Edscha Automotive Kamenice, S.R.O. Edscha Hradec, S.r.o. Gestamp Tallent Limited Gestamp Louny, S.r.o. Edscha Velky Meder, S.r.o. Gestamp Washington UK, Limited Gestamp Sweden, AB Gestamp HardTech, AB Gestamp Funding Luxembourg, S.A. Edscha Santander, S.A. Gestamp Levante, S.A. Edscha Burgos, S.A. Gestamp Global Tooling, S.L. GMF Holding, GmbH Gestamp Toledo, S.A.
Edscha Automotive Hengersberg, GmbH Sofedit, S.A.S. Edscha Holding, GmbH SCI de Tournan en Brie Griwe Subgroup Edscha Engineering France, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Prisma, S.A.S. Gestamp Umformtechnik, GmbH Gestamp Hungaria, KFT Edscha Hauzenberg Real Estate, GmbH Gestamp Polska, Sp. Z.o.o. Edscha Hengersberg Real Estate, GmbH Gestamp Wroclaw, Sp. Z.o.o. Edscha Engineering, GmbH Gestamp Aveiro, S.A. Gestamp Servicios, S.A. Gestamp Cerveira, Ltda. Gestamp Bizkaia, S.A. Edscha Automotive Kamenice, S.R.O. Gestamp Metalbages, S.A. Edscha Hradec, S.r.o. Gestamp Esmar, S.A. Gestamp Louny, S.r.o. Gestamp Palencia, S.A. Gestamp Tallent Limited Gestamp Abrera, S.A. Gestamp Washington UK, Limited Gestamp Solblank Barcelona, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp HardTech, AB Gestamp Aragón, S.A. Gestamp Sweden, AB Gestamp Linares, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Vigo, S.A. GMF Holding, GmbH Gestamp Automoción, S.A. Edscha Santander, S.A. Ingeniería Global MB, S.A. Edscha Burgos, S.A. Gestamp Ronchamp, S.A.S. Gestamp Global Tooling, S.L. Gestamp Noury, S.A.S. Gestamp Toledo, S.A. Edscha Briey, S.A.S. Gestamp Levante, S.A.
Gestamp Navarra, S.A. Gestamp Vendas Novas Unipessoal, Lda.




Since our beginnings as local stamping suppliers, we have worked together with our customers, accompanying them in their globalisaƟon, helping them to develop increasingly safer and more efficient vehicles, and offering them innovaƟve soluƟons to the many and diverse challenges presented by the automoƟve sector.
This has helped us become a key player in the automoƟve sector, being a global reference in the development and manufacturing of metal components, with an internaƟonal presence in 24 countries and a diverse and mulƟcultural team of more than 40,000 people.
Global vehicle producƟon has grown by 9.4% in 2023, consolidaƟng its recovery despite economic challenges and geopoliƟcal tensions. The commitment, performance and efficiency of our teams has allowed us to achieve good results in 2023, taking advantage of market opportuniƟes. Accordingly, our revenue rose to EUR 12.27 bn, up 14.4% on the previous year and our EBITDA increased by 13.4%, reaching EUR 1.37 bn. This growth highlights the success of a business strategy based on geographical diversificaƟon, an innovaƟve and unique product porƞolio, and a focus on creaƟng long-term value by leading the transiƟon towards electric vehicles.
These results also support our long-term vision of integraƟng sustainability in the core of our business model. To this end, we have developed an ambiƟous ESG strategic plan unƟl 2025, which not only establishes objecƟves for all the areas that we consider essenƟal for this correct performance, but also strengthens our firm convicƟon that sustainability represents a cornerstone of our business strategy.
The development of environmental, social and good governance aspects is integrated transversally in our business strategy. StarƟng with the development of lighter parts, which help increase the autonomy of the electric vehicle, reduce CO2 emissions and opƟmise the use of raw materials. Another key pillar of our ESG plan is to promote the circular economy, closely collaboraƟng with our enƟre value chain to use our high-quality scrap as a secondary raw material for the producƟon of low-emission steel. In this regard, in 2023, agreements have been reached with our suppliers Tata Steel UK, SSAB and Arcelor MiƩal to promote low-emission steel.
The commitment to local communiƟes in which Gestamp is present has always been a key part of our social strategy. We are aware of our role of contribuƟng to the development of communiƟes through the generaƟon of quality employment and the implementaƟon of Social AcƟon iniƟaƟves that posiƟvely impact society. As a result, in 2023 we have developed around 229 iniƟaƟves with 464,827 beneficiaries.
All of this structured in a strong governance model supported by the Board of Directors, the ESG Commission and the ESG CommiƩee, which ensure that sustainability is addressed comprehensively and effecƟvely throughout the organisaƟon. What's more, the new regulatory requirements on transparency, such as the CSRD, serve as a tool to be able to show the market how sustainability has always been part of Gestamp.
Beyond our determined commitment to sustainability and the posiƟve economic performance during the year, the group conƟnues to invest decisively in strengthening our long-term strategic posiƟoning through product innovaƟon and the digitalisaƟon of our processes.

In this way, we are commiƩed to innovaƟon and technology as a driving force for developing soluƟons that help in the transiƟon towards cleaner mobility that is safer for people, and to help address challenges within the industry. Gestamp is a technology company that already has the capabiliƟes to offer a product porƞolio that will be key in the new architecture of the car of the future, products that combine weight efficiency, passenger safety and the most compeƟƟve cost.
Furthermore, thanks to our Industry 4.0 model, we are developing more efficient and flexible producƟon plants that conƟnuously improve operaƟons management and provide operaƟonal flexibility through the digitalisaƟon of all our processes.
In 2024, we will conƟnue working in the Group on using all the means at our disposal to reaffirm our commitment to sustainability and contribute to the achievement of Agenda 2030 and the United NaƟons Sustainable Development Goals.

Gestamp is a multinational company specializing in the design, development and manufacture of high-end metal parts for the automotive industry.
Since it was formed in 1997, Gestamp has gone from being a small local metal stamping supplier to a global company, operating in the main automobile manufacturing hubs. The customer has always been at the center of the business, with Gestamp accompanying them into new markets and offering them innovative solutions to tackle the many different challenges of the automotive industry.
Gestamp is a standout supplier in the automotive parts industry, with the necessary critical mass to meet the needs of its customers and a strategy based on globalization, technological development, financial solvency and operational excellence.
Gestamp is a major group within the automotive industry, committed to ensuring safety, always striving for safer and cleaner mobility.
With operations in 24 countries, Gestamp is made up of more than 44,000 people of different nationalities, forming a large, diverse, multicultural team.
As a family business, Gestamp was intended to be a long-term project from the very beginning. This intention has remained strong over the years, through the fostering of long-lasting relationships based on trust. After more than 25 years progress, Gestamp looks to the future ambitiously, while remaining loyal to the core essence of the business and firmly committed to becoming better every day.


Gestamp's organisational model is built on functions that focus on business, product, process and strategic project development, while our geographic divisions are focused on the launch of industrial projects and the efficient management of production capacity.


Throughout 2023, Gestamp has maintained its leadership in the development of solutions to the new technological and mobility challenges facing the automotive sector.
Quality, efficiency and effectiveness are the pillars when working on the development of increasingly safe and sustainable products that its customers adopt in new vehicles.
From the Technology and Innovation Office, Gestamp works to make mobility increasingly sustainable with great care in the impact generated on the environment, in addition to prioritizing people's safety.
Thanks to innovation in technology, Gestamp is able to offer to the market more advanced products for the manufacture of increasingly efficient cars.
Gestamp, world technological leader, has a wide variety of technologies that allow it to offer customers innovative solutions that respond to industry requirements, achieving a balance between safety, performance, weight and cost.
Gestamp has evolved technologically from a company specialising in cold stamping to a multitechnological company, continually striving to incorporate new technology into manufacturing processes and expanding the traditional techniques.
Gestamp is a leader in hot stamping technology, with more than 100 lines all over the world. This technology makes it possible to manufacture safer and lighter metal components, which reduces the overall weight of the vehicle, lowering energy consumption and thus reducing CO2 emissions.
During 2023, it has continued to advance even further in this technology and, as a result, has launched a new line of large products that has generated great acceptance by its customers, translating into new business for some of its manufacturing plants.
Some of the technologies that we can find within the Gestamp portfolio are:




Gestamp designs, validates, industrializes and produces a wide variety of automotive components.
A large part of these products are structural elements of the vehicle that act in the event of a crash, deforming appropriately, transforming the maximum amount of kinetic energy into deformation work.
In the same way, it designs and manufactures other components through which it seeks to achieve the required rigidity, reducing the degree of torsion under stress. This improvement in rigidity also contributes to improving the dynamic behaviour of the vehicle.
In addition to what has been mentioned, other highly relevant aspects to take into account in the development of products are comfort and durability.
We can group the family of products that Gestamp works on into three large groups:

Body-in-White products (or BIW) form the structure that supports the vehicle and protects the driver and other passengers.

It participates in crash safety, aerodynamics, weight distribution and general structural integrity, in addition to defining the aesthetics of the vehicle.
The body must be designed so that, in the event of a crash, deformation occurs appropriately and the maximum amount of kinetic energy is transformed into deformation work. Certain parts have to
absorb a large amount of energy in the event of an impact.

It is here, in the bodywork, where the use of hot stamping is key to lightening the vehicle and, in turn, exceeding the increasingly demanding safety regulations.
Gestamp has been revolutionizing the design and manufacturing of parts in this technology, being able to integrate functionality through solutions in which the latest generation materials are used.
The chassis comprises the under body of vehicles and includes systems, frames and related parts,
such as front and rear axles and couplings, control arms and integrated couplings, which connect the body and the powertrain of a vehicle and support its weight.
These structures are essential for the dynamics, performance and safety of vehicles and have a particular influence as regards noise, vibrations, driving and impacts.

These are mechanical components, such as hinges for doors, bonnets and boot doors, door checks and door hinges, which enable users to open and close a vehicle's bonnet, side doors, rear doors and boot, as well as pedal systems and hand brakes. Mechanisms also include powered systems that allow vehicle doors to open and close electrically and by means of remote activation.
These components afford important functionalities and play a significant role in safety and comfort.


Gestamp has established broad in-house capabilities for developing and manufacturing dies, covering the entire value chain: design, machining, construction, commissioning, developing prototypes and tracking.
The company also offers its own press construction services and engineering technical services, independent of its specific manufacturing programmes.

In this way, Gestamp maintains within the Group an extensive experience across the entire value chain in hot and cold stamping processes, thus achieving optimal quality with a commitment to cost.
Gestamp's strategy is based on three key aspects: to be an innovative, competitive and sustainable company.
With its sights set on the long term, and with the aim of maintaining its position as the global strategic partner for automotive manufacturers in BIW, Chassis and Machinery, Gestamp is rolling out a Transformation Plan to adapt its organizational and industrial structures, in preparation for the future and for any changes the market may dictate.
To be the automotive supplier that is most renowned for its ability to adapt business to creating value for the customer, while maintaining sustainable economic and social development.

Over its long history, Gestamp has become a global supplier with expertise in technology, standing out for its proximity to its customers, continuous innovation and strong internationalisation strategy. The company bases its strategy on leadership, globalisation, technological development, financial solvency and operational excellence.
| FIRST PHASE OF | INTERNATICINALIZATION | BECOMING A MULTI- TECHNOLOGY PARTNER EMERGING |
EXPANSION INTO FOCUS ON MASKETS |
PRODUCTS | FOCUS ON ACIA |
I GESTAMP (PC) |
FOCUS ON NEW MOBILITY |
STRENCTHENING CIRCULARITY. |
|
|---|---|---|---|---|---|---|---|---|---|
| -(8)- 1997 -- | - 1908 - 2001 - (@)- 2002 - 2004 -- | (0)-2006-2009 -- (0)-2010 - | (0)-2013-2017-2017-(8)-2017-2022-2017-2022- | =(=)= 2022 - 2022 | |||||
| Leading Production Production Property Production Property Production Property Production Production Property Production Property Production Property Production Proprises Pro Fourthful |
ම ම 8 |
Autobrant Fuledith TIL ISa C |
20 C (0) |
Actualized 6 200644 (Edscha |
Parting the count CHICKERANE HETA: FUFF 4000 195 Parter Britist |
WELL N CON MITSUILCO. |
110 A. Land |
Performation CCM Malal O GESCHAP |
| Date | Milestone | ||||||
|---|---|---|---|---|---|---|---|
| January | 12/01/2023 | Auto Expo: Gestamp in India: fourth hot stamping line and focus on new mobility |
|||||
| 02/02/2023 | Future Fast Forward Presentation | ||||||
| February | 03/02/2023 | H.M. King Felipe VI visited Gestamp for its 25th anniversary | |||||
| 27/02/2023 | Presentation of annual results 2022 | ||||||
| 11/04/2023 | Standard & Poor's raises Gestamp's rating | ||||||
| April | 18/04/2023 | Gestamp participates in Auto Shanghai | |||||
| May | 09/05/2023 | Annual General Meeting | |||||
| 15/06/2023 | Appointment of director of communications | ||||||
| June | 20/06/2023 | Celebration of Capital Markets Day | |||||
| 06/07/2023 | VW Awards | ||||||
| July | 21/07/2023 | ArcelorMittal and Gestamp sign a circularity agreement | |||||
| August | 28/08/2023 | Supporting young talent: Gestamp sponsors Formula Student Spain for another year |
|||||
| 14/09/2023 | CAAR, FJRM and RSC Awards | ||||||
| September | 28/09/2023 | Gestamp obtains ISO 45001:2018 certification | |||||
| 02/10/2023 | Gestamp joins with Catena-X to promote collaboration within the automotive industry |
||||||
| October | 10/10/2023 | Stellantis Awards | |||||
| 10/10/2023 | Gestamp and Tata Steel sign a partnership agreement to almost double the amount of recycled steel used in its production |
||||||
| 26/10/2023 | Gestamp and SSAB come together as partners to use fossil-free steel | ||||||
| November | 06/11/2023 | FJRM Motor Star Award | |||||
| 14/12/2023 | EnerTIC Award ESG culture promoted | ||||||
| December | FJRM re-elected as president of Sernauto | ||||||
| 20/12/2023 | Celebration of LM2023 |

Competitiveness, based on quality, efficiency and effectiveness, is one of Gestamp's strategic pillars. With our sights set on the long term, here at Gestamp we strive to continuously improve our processes and operations in order to be efficient at all levels. In a competitive sector, such as the automotive sector, standing out from the rest is necessary. Our operations and management have to be excellent.
In order to prepare for the future and the changes forced upon us by the world, as well as market uncertainty, Gestamp launched ATENEA two years ago, a comprehensive, ambitious transformation plan for continued growth and improvement which addresses key issues arising from the company's rapid growth.
This project remains a key milestone for the future of the Group and aims to build on everything that has made Gestamp successful in the past, in order to stay competitive in the future.
The transformation programme seeks to improve the efficiency and effectiveness of corporate functions and operational layers in processes, systems, organisation and culture.
The programme was launched in September 2021 with 45 initiatives, signifying the first steps of this model of excellence. This live project saw the launch of a second wave of 25 initiatives at the start of 2022, this time put forward by the organisation and led by talent from all regions. Since then, the launch of initiatives has continued as required by the organisation and its different functions, with a total of 92 initiatives launched over the two years of the programme. The transformation plan has, therefore, become a programme driven and led by the organisation itself.
There are currently 48 initiatives underway, with multidivisional teams working together to design the best solution, with an expected impact of nearly 80% in plants and divisions. A total of 79 of the Group's plants are currently involved and more than 750 people are actively working on the ATENEA programme.
This ambitious plan is part of Gestamp's strategy and will be crucial for overcoming the challenges of the future, aiming to ensure operational excellence in its factories and the transition towards corporate functions with greater added value.



I. ATENEA seeks to improve efficiency and effectiveness across the organisation in terms of processes, systems, organisation and culture, covering corporate, operational and plant functions.

ATENEA's transformation projects and governance model seek to ensure a positive impact on culture, the organisation and ESG:
Ensure alignment of ATENEA with ESG
In the automotive industry, each part that makes up the final product is important in ensuring the correct functioning of the manufacturer's assembly line, the quality of the vehicle and even, for some products, the safety of users. For those reasons, the industry is a pioneer in the application of quality systems throughout the value chain. Gestamp's customers demand flawless products in the required quantity and by the agreed deadline to ensure both the quality of the final product and its proper functioning.
All of Gestamp's production plants have developed and maintained a quality management system with the international certifications required by Gestamp's customers. These certifications are mainly in accordance with IATF 16949 (99% of Gestamp's production plants with at least one year of records), with the remaining 1% representing a single plant that only supplies customers who do not require this certification.

The management systems of each and every one of the plants are based on Gestamp's minimum quality management system, known as GQS (Gestamp Quality System), which ensures a minimum degree of uniformity across all of them.
This management system aids Gestamp's continuous improvement by focusing on the customer and promoting prevention over detection, resulting in fewer defects and less waste in the supply chain, in a safe and sustainable manner.
However, sometimes incidents may arise among clients, in which case predefined response mechanisms are activated and measures are taken so that the causes that produced these incidents are not repeated. These mechanisms are common in the automotive sector, such as troubleshooting methods, such as 8D, including root cause investigation methods such as 5W, 5M or Ishikawa or warranty management methods, including NTF Non-Trouble Found, to name a few. These methodologies are a standard in the sector, accepted and required by all clients.
These management systems are ever-evolving, capable of adapting to industry changes and seeking continuous improvement. In 2023, work continued to define and roll out the new system for managing costs of quality, launched in 2021, with extensive use of available IT tools. Two new sprints were added to those already developed in 2022 related to the costs of selection and rework processes with Gestamp resources and supplier charges.
Gestamp is committed to building solid, long-lasting relationships based on trust with customers. To achieve this, continuous dialogue is encouraged, which serves to better identify and meet their needs.
Annual meetings are held at the highest level with customers in order to review shortterm results and forecasts; longer-term prospects, trends and opportunities are also discussed at these meetings. Moreover, the development of common strategies, new technologies and any needs raised by the customer are considered.
Direct contact is maintained with the customer regarding day-to-day activities, in both the industrialisation phase and the mass production phase. During the industrialisation phase of new products, constant contact is maintained with customers, with particularly close monitoring of those projects that are considered strategic in order to ensure an appropriate response.
Our production plants maintain daily contact with the facilities of our customers. This contact is more operational in nature, seeking to provide a flexible response to the requirements and needs of the customer, and resolve any issues that may arise on a dayto-day basis.
The customer, in turn, visits the plants from time to time to carry out audits and contribute towards continuous improvement, together with periodic assessments which allow Gestamp to determine its level of quality in comparison with the customer's other suppliers, and to take measures in areas where there may be room for improvement.

Each customer decides on the frequency of these audits, which is usually yearly, but can be adapted according to the circumstances. Gestamp always works with the customer by arranging these visits, providing the information required to ensure the audit is conducted properly.
Monitoring the quality performance of parts delivered to customers is undertaken through internal audits on products, processes and systems, as well as through the use of indicators at all levels of the organisation (plants, regions, divisions and corporations).
The incidents that occurred during the year were resolved between the automotive manufacturers and the Group, which successfully managed the incidents within the optimal time frames. This ensured that end users did not face any inconvenience and no vehicle in the possession of an end user was recalled for a revision for any reason relating to the products supplied by the Group in 2023.
The manner in which said incidents were handled was the key element in resolving them. As such, there was no need to resort to the insurance guarantees that the Group has taken out.
Gestamp has a specific directive for handling safety-critical components, understood as those that, according to the VDA (Verband Der Automobilindustrie), contain a safety or regulatory feature, i.e. that could pose an immediate risk to the life and limb of the occupants or a breach of current legislation. Some examples include the vehicle's steering, suspension or impact resistance in the event of a collision. This directive also outlines the specific requirements for maintaining records associated with this type of component, which are key to taking potential action should any adverse events occur. Furthermore, there are other company-wide directives that form part of Gestamp's quality management system, specifying minimum requirements so that design and manufacturing processes can manage factors that may affect safety-critical features in the most effective way possible.
In order to adequately manage risk right from the project phase, the company's project quality department is leading a company-wide initiative related to risk prioritisation based on an FMEA cycle (Failure Mode and Effects Analysis), one of the most powerful standards in the industry.
To this end, an ambitious programme is underway to fine-tune its use, in terms of both method and through the development of an IT tool, which will improve the detection and analysis of potential faults in product design or the production process, as well as their causes. It will also allow for the relevant measures to be taken later in the phases of mass production control.
The tool's development was completed in 2022 and it was launched in 2023 for start-up projects, reaching a total of 1,753 active users in the new system with 270 open projects, including 21 design FMEAs, 1,045 process FMEAs and 811 control plans by the end of 2023. Furthermore, standardisation has also continued for primary technologies (hot and cold stamping, welding,

painting, machining and bonding) to be reused across all plants, thus capitalising on all the expertise that already exists within Gestamp.
The Process Quality department provides an organisation-wide set of standards and methods linked to the most critical technologies and production processes within the Group, focusing in particular on special processes (those in which the part has to be destroyed to ensure that the product is up to standard, such as parts involving arc welding).
Its aim is to align all of Gestamp's production activity with the customer's quality requirements and international standards in order to maximise the quality and efficiency of said activity. Thus, Gestamp ensures compliance with the customer's requirements throughout every process, from the early phases of production to delivery of the final product. In 2023, a specific department for Quality 4.0 was set up, with the aim of increasing the added value of 4.0 tools. A number of projects are set to be deployed over the next few years, one of which relates to merging product and process characteristics for chassis and battery box products.
So far, in addition to the production process standards defined in previous years such as arc welding, hot stamping, leather pieces, resistance welding and painting, specific processes have been added for the manufacture of battery boxes, such as machining and bonding. Work has also been carried out on subprojects stemming from the main projects. During 2023, the major chassis plants were also audited according to the reference framework created the previous year, including system aspects and all the relevant technology.

In 2023, part of the certification process of the main previously indicated technologies of the plants has been resumed, prioritizing the evaluation of the chassis plants. In 2024, it is planned to continue evaluating the implementation of the already defined standards in production plants.


Work on the global control equipment project continued throughout 2023 (see the evolution in previous Annual Reports). The project had established several lines of action, such as: assessing the inventory of equipment available in production plants around the world, reviewing and identifying the suppliers of this technology and their limits and, finally, drafting complete guides for each equipment family. Finally, a database is also available to manage all the equipment and thus optimise analysis, from the technical point of view of the plants' needs, where the feedback from the plants is being implemented.
For years, Gestamp has been working on an Industry 4.0 model with the aim of creating more efficient and flexible production plants with more consistent and reliable processes, using data analysis and intelligent processes to ensure that the right information reaches the right people at the right time.
During this time, over 100 IoT projects have been set in motion, covering Gestamp's main production processes such as hot stamping, cold stamping, chassis manufacturing and spot welding. Furthermore, more than 50 projects have been virtualised, ranging from sophisticated production lines to entire factories. Also, 9 applications have been developed for maintenance, logistics, quality and energy efficiency tasks, which facilitate day-to-day plant management.
Gestamp has been able to develop these projects thanks to the work of multidisciplinary teams made up of experts in industrial and technological operations, digital developers and new professional profiles specialising in data management. This has ensured greater knowledge in the areas of digital technology, IoT, big data and virtualisation, as well as in other fields such as artificial intelligence, collaborative robots, resource orchestration, computing, etc. The majority of these technologies are being used in projects currently under way.
Thanks to the experience we have gained over the years, the Digital Factory is now a reality at Gestamp. A Digital Factory where everything is connected—products, machines, systems and people—, sharing information in real time in a transparent way and ensuring that the factories can operate efficiently at all times.
Gestamp is currently in the process of evolving and structuring all the technologies that are moving towards the concept of smart manufacturing. Above all, this means ensuring integration

and standardisation among them, so that they come together in an environment governed to perfection. This will allow us to design and deploy a longer-term strategy.
Meanwhile, in 2022 and 2023 greater impetus was given to all aspects related to change management, the creation of digital culture and the strengthening of teams and structures designed specifically to implement the strategic digitalisation plan. This involves a major effort in terms of training and transforming professional profiles that specialise in digital systems, defining positions and duties allocated across the various regions and plants, and fostering a robust community within Gestamp that upholds its strategy and governance on a global level.
In terms of new developments, tremendous effort is going into systematising and standardising relationships with both strategic and service partners in order to streamline all these efforts and boost progress on the roadmap towards a smart factory.
In addition, by combining experience in digitalisation and advanced engineering, Gestamp has developed a new concept of flexible assembly, allowing for the production of different products on the same line. Thus, we are moving one step closer to digital industrialisation, evolving from product-specific and linked systems to generic and individual systems where movements are carried out by AGVs (guided vehicles) instead of static robots.

With all this, in 2023, significant effort has gone into advancing the creation of a federated digital ecosystem, where the i4.0 community has increasingly clear standards for the contribution, development and implementation of digital tools. As such, the degree of customisation and closeness to the needs of each plant has significantly increased, meaning the acceptance and adoption of such tools has also increased.


On the other hand, Gestamp has also clearly driven forward the tools and structures needed to develop artificial intelligence (AI) and apply it to the most ambitious industrial challenges, in terms of efficiencies, energy consumption and quality. In 2024, supported by all the developments in 2023, the aim is for Gestamp to be able to successfully apply these technologies in multiple contexts, setting off on the path towards industry-specific AI in a fully regulated environment, keeping knowledge and property within the organisation.
All this allows Gestamp to deal with the uncertainties that the automotive industry is facing and to be more adaptable to change. Gestamp is actively working on a model of a connected, smart, virtualised, safe and scalable factory that can be flexibly, swiftly and efficiently adapted to the constantly changing needs of the industry.

With an eye on the long term, Gestamp seeks to accompany its clients in the new challenges they face and does so with innovative solutions that it deploys in the designs of its clients' vehicles thanks to co-development.
Research and development is a priority at Gestamp. Through innovation, we seek to stay one step ahead of new technological trends and to offer standout products that meet efficiency, weight, cost, quality, comfort, safety and sustainability requirements.
Gestamp develops innovations under a program that groups together projects that must result in proprietary solutions that offer differential value to the market.
Within this framework, Gestamp evolves in the areas of technologies and product solutions that contribute to maintaining technological leadership within the sector.
With 13 R&D centres around the world, Gestamp understands that innovation is essential to obtain added value and achieve a distinguished position in the automotive sector.
Gestamp supports its customers in the design and manufacturing of products, from the initial idea to mass production. This cooperation, which sometimes lasts up to 5 years before a vehicle is launched, enables to respond to current expectations and also to jointly develop concepts, technologies and solutions for the future.
Thus, this year Gestamp has developed a greater number of projects based on future models, reaching 504 co-development projects in body in white, chassis and mechanisms.
In recent years, Gestamp has made significant investments to develop and extend the R&D area, which facilitates a strategic and trusting relationship with customers.
At the end of 2023, Gestamp had a team of almost 1,700 people dedicated to innovation, both in the 13 R&D centers and in the production plants. In many projects, not only R&D engineers are involved, but also stamping, metrology, welding and quality engineers, whose contribution is very valuable throughout the development, connecting the development of products and processes in the conceptual phase. initial.


Gestamp works to develop increasingly safer vehicles, focusing on identifying formulas that ensure greater safety for both vehicle occupants and pedestrians. Gestamp is a pioneer in the manufacture of products using hot stamping, one of the most advanced technologies for improving performance and passenger safety in the event of a collision.
In addition, high-strength steel products significantly improve the ability of vehicles to withstand impacts. Improvements in the energy absorption of Gestamp's products, both chassis and body in white, increase the passive safety of vehicles.
In turn, technologies such as hot stamping, where Gestamp is the market leader, make it possible to meet the most stringent safety requirements and withstand vehicle-to-vehicle crash tests. Gestamp is developing new hot stamping products, such as extreme size parts that will increase safety performance, integrate more functions and reduce assembly time for our customers.
Likewise, our mechanisms unit is developing and producing passive safety solutions and achieving good results in improving pedestrian safety thanks to hood hinges.

Gestamp is continuously working to develop lighter vehicles. Weight reduction is one of the company's main areas of research. It is one of the most demanded requirements in the automotive sector due to the need to improve fuel efficiency and reduce CO2 emissions.
Chassis and body components are essential for meeting emissions targets, as they make up around 70% of the vehicle's total weight.
Also, as part of the electrification trend in the industry, the increase in vehicle mass due to batteries has reinforced the importance of lightweighting. Weight affects the range of the electric vehicle, and until the full decarbonisation of the electricity grid takes place, its consumption will continue to play an important role in the CO2 emissions of vehicles during the use phase.
Therefore, Gestamp provides innovative solutions to offer the best weight reduction results and meet the most stringent requirements of the sector. Extensive experience in hot stamping

technology and the development of multi-material solutions have led to various alternatives for lighter vehicles.
In order to take into account the environmental impact of, for example, weight reduction, life cycle analysis (LCA) of products is carried out as a strategic element in the design phase. As explained in the Circular Economy chapter, the carbon footprint of the different processes carried out at Gestamp and the materials used in the production phase are some of the main variables analysed in the study. For example, it has been found that the lightening of parts and the use of a smaller amount of raw materials are two of the factors that most influence the reduction of the carbon footprint. This is due to the high impact of the extraction phase of the materials used, in addition to the use phase of the vehicles explained above.
Driving experience, comfort and dynamism are some of the key aspects that users take into account. Gestamp develops solutions that improve comfort and convenience when using the vehicle, such as components that reduce the noise and vibration of the vehicle, electrical systems that allow doors and trunks to be automatically raised and held or doors opened with the greatest safety thanks to a complete system of sensors that avoid impacts against obstacles.
The main criteria for a user's vehicle purchase include driving experience, comfort and dynamics. This is leading to a rise in demand for components such as electric liftgate systems, noise and vibration reducing components, electric door systems, power assist steps and noise reducing tyres.
At Gestamp we have been working on these components for many years and we are at the forefront within the sector. Originally and to date, they are components that are mounted on high-end vehicles and SUVs, but it is expected that in the coming years they will become a standard in all types of cars.
Electrification is an unstoppable trend for the automotive sector, with diverse factors driving it forward, the most important of which is the growth in urban populations and the improvement in the air quality there.
Gestamp's strategy remains to constantly accompany its customers in order to offer them the best innovations for their vehicles and, in the case of electric vehicles (EV), to help them in the transition to electric vehicles.
The Technology and Innovation Office teams develop different solutions for the electrification of different mobilities.
The Electric Vehicle area and Gestamp's R&D teams are offering various solutions, such as the new electric battery box, chassis components integrating the new electric motors. These components meet traditional specifications like durability, rigidity, and strength, but they need to be optimised in terms of noise transmission and energy absorption during collisions due to the specific architecture of battery electric vehicles (BEVs). Additionally, innovations in the use of different materials are being pursued to reduce weight and provide more suitable solutions for new electric platforms. The motto is: the right materials in the right place.


The impact behaviour is different in a battery electric vehicle (BEV), mainly due to the higher weight and low centre of gravity of the battery system. In addition, the higher mass of the batteries also contributes to the potential energy of the vehicle in case of a collision. Gestamp has developed a wide range of body in white products to increase safety and protect battery passengers in the event of a collision.
It should be noted that the company has collaborated in different types of mobility beyond electrification itself. Thus, projects have been developed for cars that cover long distances, small cars for cities, and concepts referred to as "urban people mover" and "last mile delivery".

Gestamp's main innovations
G-Lab, Gestamp's virtual laboratory for the validation of automotive products, is an R&D programme that develops digital prototypes of its own vehicles in order to validate the behaviour of new body in white components and technologies.
This is the most relevant safety-focused project at Gestamp, as G-Lab is based on prevention as the main pillar throughout the design, development and manufacturing process of vehicle components.
G-Lab was created with the aim of obtaining the best results in virtual validation of all types of collisions and impact scenarios for the different vehicle segments. For this reason, the program allows for full vehicle collision simulations during the co-development process with customers.
Thanks to G-Lab, Gestamp offers the best body in white solutions in new mobility scenarios, focusing on safety, lightness and sustainability. These models offer the possibility to perform much of the development and testing in the virtual environment and thus accelerate the design, testing and approval phases.
Gestamp has numerous virtual models of combustion engine vehicles (ICE), plug-in hybrid electric vehicles (PHEV) and battery electric vehicles (BEV). These models allow the impact of new technologies, new designs or materials on the body and chassis to be predicted and assessed in terms of weight, performance and cost.


In a bid to develop new, lighter and safer products, Gestamp is researching new materials. The company believes that the kind of structural materials used will gradually change in the years to come, with an increase in the use of aluminium, carbon fibre, new high-strength steels and multimaterial hybrid structures.
Gestamp's R&D teams are constantly developing new technologies in line with customer needs in order to increase performance or reduce weight. One example is the launch of new advanced cold-formed steels with improved strength properties, which enable weight reduction by applying the knowledge and experience gained in the forming and development of chassis products. Development teams focus on innovative design approaches to deliver optimised highperformance products; from increasing service life by design and minimising weight through inhouse optimisation tools coupled with manufacturing expertise to achieve 10-15% mass reduction, to the introduction of new paint processes to improve corrosion protection.
In the hot-stamping field, development of the new Ges-Multistep technology continued, optimising the process for different types of steel, including zinc materials with a new improved anti-corrosion coating.
New processes have also been developed that allow hot stamping of material with 25% higher strength. This material is manufactured using a laser post-treatment that gives it sufficient ductility to obtain the best results in impact tests.

Three partial cooling methods have been employed to obtain different mechanical properties across a part and achieve better shock performance. And new degrees of hardness/absorption have been achieved that allow for even better deformation control.
Gestamp has managed to produce parts with "soft zones" that have different degrees of hardness and absorb the force of impact, with different production processes:
With these developments, Gestamp has become the most advanced hot stamping supplier in the market, offering a wide range of materials with different resistance and coating features.

Beyond steel, Gestamp has managed to bring hot stamping technology to aluminum. The need to reduce the weight of vehicles has led some manufacturers to increasingly use aluminum in some components, such as doors, and in chassis components for large and high-end vehicles.
The low level of formability and the high elastic recovery of this material in the conventional cold stamping process has motivated the R&D department to process hot stamping, where design pieces very similar to those made of steel are achieved, but much lighter and with almost zero elastic recovery.
Gestamp's current hot stamping lines can be used for both materials by only modifying the process parameters. Gestamp has ended 2023 with a total of 106 hot stamping lines.
For the manufacture of battery boxes, new aluminum extrusion processes have been developed in which large section profiles with high ductility are produced. This makes it possible to manufacture boxes with very light frames to protect the battery.

Product innovation at Gestamp comes from the application of new technologies to create lighter, more efficient components.
Gestamp has created two product families, GES-GIGASTAMPING tm and GES-ENERCONT tm. There is a clear growing trend among all original part manufacturers to develop extreme size parts, fully in tune with the challenges of electric vehicles.
Gestamp's leadership in hot stamping technology has enabled it to create new products of much
larger sizes than those that currently make up the body in white. Thanks to the reduction in the number of components, the complexity of assembly processes on manufacturers' production lines is also reduced, minimising their internal production costs.
These extreme size parts are designed to improve vehicle weight and carbon footprint while maintaining safety.

With different mobility possibilities in mind, Gestamp has created GES-ENERCONT tm, a family of energy containers. In the case of long-haul vehicles, Gestamp has developed a compact solution with a design that is valid for both steel and aluminium in which energy capacity has been maximised.
This product from the Extreme size parts family and manufactured with hot stamping technology offers a single cell solution. With urban mobility in mind, Gestamp has created a lightweight and compact solution that not only uses aluminium, but also composite materials.
This product from the Extreme size parts family and manufactured with hot stamping technology offers a single cell solution. Thinking about urban mobility, Gestamp has created a light and compact solution that not only uses aluminum, but also composite materials.

In the Chassis project, Gestamp has partnered with Ford (lead), the NCC and the University of Nottingham to reduce the weight of three components in a Ford Transit, the best-selling van of all time. These include the front subframe, the front lower wishbone, and the rear solid axle. The result is a 40 % component weight reduction at an affordable cost. This represents a saving of more than 30 kg on the current steel components. In this project, Gestamp used its own in-house topology and material optimisation tools to generate the new chassis concepts, placing the right material, with the optimal component geometry, in the most advantageous position.
The opportunity to explore new innovative ideas to reduce mass in chassis products consolidates Gestamp's current market leadership position in steel and aluminum chassis structures and is a further example of Gestamp's continued drive to utilize innovation as a means of progress and remain at the forefront of innovation in the sector while working closely with clients.
In 2023 Gestamp closed a very ambitious project launched together with a client to develop a lighter, stiffer and safer front lower control arm.
The study used the product of the front lower control arm, an important component of an automobile suspension system that stabilizes the vehicle when in motion, placing extreme demands on formability, strength, stiffness and fatigue properties. It had to work perfectly in the event of a head-on collision. The challenge was to develop and produce a low control arm with high strength steel grades that did not previously exist on the market. After six years of design and development with our client, we achieved the cost targets, the weight target (a 16% weight reduction in the part) and the CO2 target. The result, a new Docol® 1000 CP steel grade.
In recent years there has been a major shift towards sustainability and environmental protection, with car manufacturers focusing on significantly reducing CO2 emissions to achieve the goal of zero net emissions. Gestamp shares this commitment and supports the drive towards electrification with greener and lighter products for electric vehicles (EV).
Apart from steel, the application of other materials and combinations of materials are playing a more important role in the development of lightweight automotive parts. Aluminium is by far the most widely used non-ferrous metal in the world and possibly one of the most sustainable materials used in the global automotive industry today.
Historically, aluminium has been used for over a hundred years to produce lightweight bodies for performance and agility. However, lightweight chassis design has been driven by the rise of battery electric vehicles (BEVs), especially in China, and aluminium is a lightweight metal that can be applied to offset the weight gain caused by lithium-ion batteries. With typical weight reductions of up to 30% compared to the equivalent steel chassis structure, aluminium is seen as a key factor for sustainable lightweighting.
Gestamp recognises that the electrification of the automotive industry represents the fastest path to zero emissions; in anticipation of this shift in the global market, Gestamp launched a strategy to independently develop and validate in-house aluminium chassis design and manufacturing competencies.

Edscha has developed the second generation of its Power Door. The first generation won the 'Automotive Innovations Award 2021'. In fact, Edscha offers a comprehensive system around the Power Door that includes intelligent sensor technology capable of detecting obstacles in the vicinity of the door and stopping it in time before a collision. Edscha also supplies the control unit (ECU). It is used to control the actuator via specially developed software and also serves as a link to the vehicle's environmental monitoring system, which also detects static and dynamic obstacles such as pedestrians and cyclists.


Active Frunk is an Edscha solution specially adapted to electric vehicles. While most of today's vehicles still have a combustion engine, electric vehicles have space that can be used for other purposes, such as carrying luggage. Edscha's Active Frunk system makes it possible to combine a motorised system for fully automatic opening and closing of the front while maintaining the full functionality of active pedestrian protection.
Edscha has many years of experience in the field of sliding doors. This know-how has resulted in numerous precision mechanical solutions for passenger cars and commercial vehicles. Now, Edscha has applied its extensive experience in the field of hatches, lids and power-operated doors to the development of an electric sliding door system. Edscha supplies the mechanical components, the electric motor for opening and closing the sliding door and other electronic components.
Gestamp has participated in different strategic events throughout 2023. From international fairs to technological events, also having different events directly at the headquarters of different clients.
This year 2023 has left behind digital events, which were protagonists during previous years due to COVID-19 and which had already lost strength in 2022. Although these types of digital events such as Webinars have resolved different scenarios thanks to their versatility, the year 2023 reflects that the best option to promote innovations, technologies and products are physical events.
In 2023, Gestamp has also followed a strategic calendar that includes key events, conferences and other activities to reach target groups around the world and in different regions. In addition, Gestamp also participates in activities organized by clients and other interested parties, such as universities, associations and business partners.
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A central pillar of Gestamp's event catalog is technology events and public trade fairs. This type of event allows us to offer a deeper vision of innovative concepts and advances aimed at a technical and professional audience in the mobility sector, but also in other related industries.
In 2023, Gestamp's R&D technical experts had the opportunity to attend several important automotive conferences in key regions such as Europe, especially Germany; India, China, the United States or Brazil.
At automotive and mobility fairs, Gestamp has presented the latest innovations to the market and the public and has reinforced its position as a leading international supplier of automotive components. One of the most notable events is the Shanghai AutoShow. Once again Gestamp participated in this edition, the second for the company, held in the same city that gives its name to the event. More than 1,400 automotive suppliers present their products, innovations and technologies to trade visitors, media and the public here. On the same continent, Gestamp also participated in the Auto Expo Components fair in India, held in New Delhi with more than 800 participants.
Throughout 2023, these types of events have been held around the world, thanks to which Gestamp has remained even closer to its customers, as a trusted supplier, through these types of meetings. Gestamp R&D professionals have been able to exhibit and explain their innovations and products more directly at their clients' headquarters.
In the month of June, Gestamp celebrated its second Capital Markets Day. The company presented its 2023-2027 Strategic Plan to investors to continue leading, together with the main OEMs, the path towards more sustainable mobility.
The Innovation Days are organized by the different R&D teams, in this case Edscha, the part of the company that encompasses Mechanisms and Mechatronics. It was held in Germany and they presented their latest innovations and pioneering advances to key internal stakeholders. A perfect example of knowledge transfer and close internal cooperation between the different teams.


As reported in the January 2024 World Economic Outlook (WEO) update, the International Monetary Fund (IMF) estimates global economic growth to have reached +3.1% YoY in 2023. GDP growth has been better than expected at the beginning of 2023 - the IMF forecasted a +2.9% YoY growth in its January 2023 WEO - as a result of the resilience shown by major economies such as China and United States. Over 2023, tight monetary policies in main geographies have helped to bring inflation closer to central banks' target, which has been the key macroeconomic topic of the year. Looking ahead, risks to the outlook now seem to be more balanced but there is still some uncertainty arising from geopolitical risks and persistently high core inflation. As a result, the IMF now expects a GDP growth in 2024 at same levels as in 2023 at +3.1%, 0.2% higher than the October 2023 WEO projections, with a modest rise to +3.2% YoY in 2025.
Within the auto sector, 2023 has closed with a record growth of market production volumes following strong estimates' revisions by S&P Global Mobility (former IHS), mainly in Asia, throughout the year. According to the S&P Global Mobility update as of February 2024 volumes grew by +10.2% in Gestamp's footprint during 2023 reaching 82.1 million vehicles, already above the 80.7 million units produced in 2019, but still below 2017 peak levels. Once again, Gestamp has outperformed the market on a constant currency basis and excluding the impact from raw materials by 6.4 percentage points (in Gestamp's footprint – IHS data as of February 2024).
During 2023, Western Europe and Eastern Europe were the two regions showing the strongest production growth (+14.1% and +11.3%, respectively), followed by Asia with a +10.3% growth, North America (NAFTA) growing at +8.3% and South America (Mercosur) at +3.6%.
According to S&P Global Mobility (as of February 2024), 2024 is expected to be a transition year in terms of global light vehicle production within a context of a progressive recovery of 2017 peak levels (85.8 million vehicles in Gestamp's footprint). Following an extraordinary growth in 2023, market production volumes in Gestamp's footprint are expected to slightly increase in 2024 to 82,2 million units and are expected to surpass peak levels only by 2027 with 86.1 million vehicles.
Moreover, since after the summer of 2023 S&P Global Mobility has been slightly revising downwards its Electric Vehicle (EV) penetration estimates (S&P Global Mobility as of January 2024 expects 26.3 million EVs produced by 2025 with a market penetration of 29% versus the 26.8 million units expected for 2025 in May 2023) and growth in the EV market now looks more sawtooth shaped. However, automotive industry fundamentals for the medium term remain focused on the electrification trend as the world continues moving towards a sustainable mobility. China, Europe, and North America continue to be the main promoters of this EV trend, with EV penetration rates expected to reach 65%, 54% and 35%, respectively, by 2027. Gestamp continues to work closely to its clients with a leading positioning in this powertrain transition through its focus in Technology and Innovation and its unique value proposition.


The 2023 financial year was marked by an impressive growth of auto production volumes with strong revisions during the year mainly driven by Asia, in a context of decreasing by still high inflation rates and tight monetary policies implemented by central banks. Revenues increased by +14.4% in 2023 reaching €12,273.7million, implying a +19.5% increase at constant FX. Considering organic growth (excluding Gescrap) at FX constant and excluding the raw materials impact of € 1,107.4 million, the Group has reached an outperformance to the market of 6.4 percentage points (compared to market production volume growth in Gestamp's production footprint – IHS data as per February 2024 of +10.2%). In terms of profitability, EBITDA in 2023 reached €1,371.2 million including the contribution from Gescrap with a growth of +13.4% when compared to 2022. EBITDA margin for the auto business (excluding Gescrap and the raw materials impact) stood at 12.6% in 2023, consolidating the profitability improvements implemented since 2020. Net profit for the period reached €280.7 million versus the €260.0 million reported in 2022.
In 2023 the capital expenditure of Gestamp increased by €151.1m (including IFRS 16), or +18.9%, to €949.7m from €798.5 in 2022.
Capital expenditures include mainly growth, recurrent and intangible capital expenditures. Growth capital expenditures defined as capital expenditure on greenfield property, plant & equipment, major plant expansions and new customer products/technologies. Recurrent capital expenditures mainly include investments to replace existing programs and expenditures on the maintenance of our production assets. Lastly, intangible capital expenditures include a part of the Group's investments in R&D, among other concepts.
Gestamp's Net financial debt as of 2023 year-end amounted to €2,058.0 million, implying a leverage ratio (Net financial debt / EBITDA) of 1.50x.
In summary, main figures in 2023 compared to 2022 are as follows:
| Million Euros | 2022 | 2023 | % Variación |
|---|---|---|---|
| Revenues | 10,726.4 | 12,273.7 | 14.4% |
| EBITDA | 1,209.5 | 1,371.2 | 13.4% |
| EBIT | 539.7 | 680.4 | 26.1% |
| Profit Before Tax | 391.5 | 414.2 | 5.8% |
| Profit attributable to shareholders | 260.0 | 280.7 | 8.0% |
| Equity | 2,757.9 | 2,861.4 | 3.8% |
| Net financial debt | 2,145.2 | 2,058.0 | -4.1% |
| Capital expenditure | 798.5 | 949.7 | 18.9% |
In 2023, Gestamp has met all the targets guided to the market: i) double-digit reported revenue growth with a high-single digit outperformance of 6.4 p.p. to auto production volumes growth, ii) double-digit reported EBITDA growth with an EBITDA margin for the auto business standing at 12.6% excluding raw materials, within the 12.5%-13.0% range guided, iii) capex at 7.7% of reported revenues and 7.4% over revenues at constant FX and iv) a Free Cash Flow generation of € 207 million.
Total revenues in the period increased to €12,273.7 million, of which Body in White and Chassis represented €10,020.0 million and Mechanisms represented €1,188.6 million, Tooling and others stood at €439,1 million and, lastly, Gescrap stood at €626,0 million in 2023.

| Revenues – Million Euros | 2022 | 2023 | % Change | |
|---|---|---|---|---|
| Western Europe | 4,278.2 | 4,671.4 | 9.2% | |
| Eastern Europe | 1,597.4 | 1,713.1 | 7.2% | |
| North America (NAFTA) | 2,325.6 | 2,472.0 | 6.3% | |
| South America (Mercosur) | 865.8 | 899.3 | 3.9% | |
| Asia | 1,642.0 | 1,891.9 | 15.2% | |
| Gescrap | 17.6 | 626,0 | n.s. | |
| Total | 10,726.4 | 12,273.7 | 14.4% |
| EBITDA – Million Euros | 2022 | 2023 | % Change |
|---|---|---|---|
| Western Europe | 457.6 | 539.9 | 18.0% |
| Eastern Europe | 232.3 | 248.3 | 6.9% |
| North America (NAFTA) | 196.0 | 165.7 | -15.4% |
| South America (Mercosur) | 105.2 | 105.0 | -0.2% |
| Asia | 216.3 | 265.8 | 22.9% |
| Gescrap | 2.0 | 46.4 | n.s. |
| Total | 1,209.5 | 1,371.2 | 13.4% |
Revenues in 2023 increased by €393.1 million, or +9.2% (+9.6% at constant FX) to €4,671.4 million from €4,278.2 million in 2022.
EBITDA in 2023 experienced an increase of €82.3 million, or +18.0%, to €539.9 million from €457.6 million in 2022. EBITDA margin in the region has improved to 11.6% in 2023 from 10.7% in 2022.
During 2023, revenues increased by €115.7 million, or +7.2% (+22.3% at constant FX), to €1,713.1 million from €1,597.4 million in the previous year. The region experienced FX headwinds, mainly in Turkey, which impacted negatively our results.
EBITDA during 2023 increased by 16.0 million, or +6.9%, to €248.3 million from €232.3 million in 2022. As a result, EBITDA margin in the region stood at 14.5% in 2023, flat versus last year.
During 2023, revenues increased by €146.4 million, or +6.3% (+5.5% at constant FX), to €2,472.0 million from €2,325.6 million in 2022.

EBITDA in 2022 decreased by -€30.2 million, or -15.4%, to €165.7 million from €196.0 million during the year of 2022. EBITDA margin reached a 6.7% in the year.
Revenues in 2023 increased by €33.6 million, or +3.9% (+21.7% at constant FX), to €899.3 million from €865.8 million in 2022. FX headwinds in Argentina have negatively impacted our results.
During 2023, EBITDA slightly decreased by -€0.2 million, or -0.2%, to €105.0 million from €105.2 million in 2022. EBITDA margin in 2023 reached 11.7%.
Revenues in 2023 went up by €250.0 million, or +15.2% (+24.3% at constant FX) to €1,891.9 million from €1,642.0 million in 2022. This region has shown the strongest performance in the year, mainly due to the positive performance of China.
EBITDA during 2023 increased by €49.4 million, or +22.9%, to €265.8 million from €216.3 million in 2022. EBITDA margin improved to 14.0% from 13.2% in 2022.
For the full year 2023, Gescrap reached €626.0 million revenues and an EBITDA of €46.4 million, with an EBITDA margin of 7.4%. Gescrap was acquired in December 2022, contributing to Gestamp 2022 results for only one month with €17.6 million revenues and a€2.0 million EBITDA.
As of December 31st, 2023, Net financial debt amounted to €2,058.0 million resulting in a 1.50x leverage ratio (Net Financial Debt / EBITDA).
| Million Euros | 2022 | 2023 | |
|---|---|---|---|
| Non-current financial liabilities | 2,681.1 | 2,694.6 | |
| Interest-bearing loans and borrowings and debt issues | 2,252.1 | 2,257.9 | |
| Financial leasing | 395.5 | 368.7 | |
| Borrowings from related parties | 17.9 | 16.4 | |
| Other non-current financial liabilities | 15.6 | 51.6 | |
| Current financial liabilities | 1,263.8 | 689.8 | |
| Interest-bearing loans and borrowings and debt issues | 576.9 | 311.9 | |
| Financial leasing | 87.1 | 79.3 | |
| Borrowings from related parties | 111.1 | 2.5 | |
| Other current financial liabilities | 488.7 | 296.1 | |
| Gross debt | 3,944.9 | 3,384.5 | |
| Net financial debt | 2,145.2 | 2,058.0 | |
| EBITDA | 1,209.5 | 1,371.2 | |
| Leverage ratio (Net Financial Debt / EBITDA) | 1.77x | 1.50x | |
| Leverage ratio (excluding IFRS 16) | 1.53x | 1.29x |

Our long-term indebtedness with credit institutions and debt securities consists mainly of €397 million in senior secured bonds issued in 2018 and maturing in 2026, €83 million senior bonds (Schuldschein bond) issued in 2019, €1,185 million of a senior secured loan signed on May 8th , 2023, €200 million of debt with the European Investment Bank, €100 million of debt with the Instituto de Crédito Oficial (ICO) and €730 million of aggregate principal amount in other bilateral financings.
| Million Euros | 2022 | 2023 |
|---|---|---|
| Cash and cash equivalents | 1,695.1 | 1,176.8 |
| Current financial investments | 104.6 | 149.7 |
| Revolving credit facilities | 325.0 | 500.0 |
| Undrawn credit facilities s/t | 372.9 | 347.6 |
| Undrawn credit facilities l/t | 91.4 | 90.3 |
| Total | 2,589.0 | 2,264.3 |
Gestamp's main source of liquidity is our operating cash flow. Net cash flow from operating activities amounted to €1,163.1 million in 2023. In addition, Gestamp has a €500 million Revolving Credit Facility maturing in 2028 that is undrawn as of December 31st, 2023, as well as €147.5 million in credit facilities maturing in more than 12 months, of which €57.2 million were drawn as of December 31st, 2023 and €391.6 million in credit facilities maturing in less than 12 months, of which €44.0 million were drawn as of December 31st, 2023. These credit lines are generally renewed each annually, are unsecured and have standard terms and conditions.
Following an outstanding 2023 of strong auto production volumes in a context of extraordinary high inflation and geopolitical instability, 2024 is set to be a transition year for the automotive sector. Uncertainty at macro level is expected to persist mainly arising from the geopolitical risks (Israel-Palestine and Ukraine-Russia wars, together with tensions between China, Taiwan and Unites States and an intense electoral year with presidential elections taking place in significant countries such as United States, Russia, India and Mexico) and a higher for longer inflationary pressure. More specifically for the auto market, 2024 is expected to be marked by: i) limited auto production growth, with ii) EV penetration still on the rise but with a saw-tooth shape and iii) declining steel prices but still above normalized levels.
According to S&P Global Mobility data as of February 2024, global light vehicle production volumes in 2024 are expected to slightly increase versus 2023 at 82.2 million units in countries within Gestamp's production footprint. By region, S&P Global Mobility expects production volumes to grow in 2024 in NAFTA (+2.4%) and Asia (+0.1%), while Mercosur (-1.2%), Eastern Europe (-1.2%) and Western Europe (-2.4%) are expected to see volumes slightly declining.
Looking at Gestamp's operations, the Group's main focus for 2024 will be to preserve its growth profile by: i) mitigating the potential EV volatility, ii) keep using our technology and innovation capabilities to be at the vanguard, and iii) implementing a disciplined capex strategy to capture future growth; as well as to ensure the company's profitability by: i) further implementing

efficiency improvements, ii) reinforcing its flexibility to mitigate potential volatility and iii) focusing on the NAFTA region restructuring plan.
In this context, the Group is determined to continue reinforcing its financial and strategic positioning. For 2024, Gestamp expects revenues for the auto business to outperform market production volumes growth in the low-single digit range with a flat reported EBITDA margin when compared to 2023. As for Gescrap, the Group expects similar revenues and EBITDA in 2024 versus 2023. Regarding Free Cash Flow and leverage targets, Gestamp expects to generate positive Free Cash Flow (FCF defined as Net Debt reduction excluding acquisitions and dividends) in the range of the €200 million and reach a net debt to EBITDA ratio of 1.0-1.5x. Gestamp is strongly committed on delivering on this guidance.
On June 20th, 2023 Gestamp celebrated its second Capital Markets Day in which presented its long term strategy for the 2022-27 Plan explaining the Group's positioning as Partner Supplier for its clients towards a more sustainable mobility. Gestamp's Strategic Plan is based on seven key pillars, which are: i) growth ambition, as market production volumes recover with increasing EV penetration and outsourcing levels; ii) being a trusted partner for both traditional clients and new comers; iii) using its technology and innovation capabilities to be differential; iv) keep improving the operational excellence, in order to v) grow in a profitable way; vi) maintain a disciplined balance sheet profile; and vii) lead the circular economy in the automotive sector supported by its latest acquisition, Gescrap.
During the Capital Markets Day the Group provided its financial targets for 2027, which include: i) revenues outperforming the market by mid-single digit during the period, with EV related sales reaching more than 50% of total sales of parts by 2027; ii) a 150-190 basis points increase in EBITDA margin; iii) net debt to EBITDA ratio standing in the range of 1.0-1.5x throughout the period; iv) a ROCE improvement of 350 basis points; and v) maintaining current dividend policy based on a 30% pay-out of annual net profit.
Gestamp bases its fiscal strategy on current national and international tax regulations, aware of the importance and need of its contribution to the public finances of the different territories in which it operates. This strategy is considered an area of particular importance as it has to be perfectly aligned with the basic principles of its business strategy, but at the same time it is an essential part of the Group's concerns within the framework of its sustainability policy.
Fiscal Policy revolves around four basic pillars:

At Gestamp, tax matters are managed in an orderly and professionalised manner in order to guarantee both due and timely compliance with all tax obligations and the effective management of tax risks.
To this end, Gestamp, on the one hand, has an appropriate, expert and integrated organisation with sufficient technical competence at corporate, divisional and local level, which enables it to manage and ensure due compliance with its tax policies and, on the other hand, it applies the most effective procedures, systems and internal controls to ensure that the tax function is carried out appropriately.
The bodies at Gestamp that are competent and responsible for the fiscal area include the Board of Administration, the Audit Committee, the Risk Committees, the Fiscal Area of the Legal Advice and Tax Department, and the Internal Audit and Risk Management Department.
In particular, the Fiscal Area of the Legal Advice and Tax Department is in charge of preserving and developing all the principles and values of Gestamp in the area of taxation and of overseeing their fulfilment, defining and establishing the required control mechanisms. It also provides information on fiscal risks and their management to the Internal Audit and Risk Management Department which, in turn, follows up and monitors said risks, including them in the Group's Comprehensive Risk Management System and informing the Audit Committee of them.

| Corporate tax expenses |
Profit before taxes | Subsid. Capital | Subsid. Operations | |||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | |
| WESTERN EUROPE | ||||||||
| Spain | -19.8 | -16.6 | 134.7 | 211.0 | 2.7 | 3.7 | 7.4 | 9.3 |
| Germany | -2.7 | -2.8 | 22.2 | 35.4 | 0.4 | 0.1 | 0.6 | 1.1 |
| United Kingdom | 0.5 | 1.2 | -36.1 | -12.4 | 0.0 | 0.0 | 0.6 | 0.5 |
| France | -0.7 | -5.6 | 32.0 | 23.9 | 0.2 | 0.2 | 0.3 | 1.4 |
| Portugal | -1.8 | -4.8 | 20.9 | 26.1 | 0.9 | 0.8 | 0.4 | 0.1 |
| Sweden | 0.0 | -0.2 | 34.9 | 64.6 | 0.0 | 0.0 | 0.0 | 0.0 |
| Luxembourg | 0.1 | 0.0 | -0.2 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Morocco | 0.0 | 0.0 | 1.6 | 5.8 | 0.0 | 0.0 | 0.0 | 0.0 |
| Italy | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |
| EASTERN EUROPE | ||||||||
| Turkey | -0.9 | -6.0 | 67.1 | 12.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Russia | -0.9 | -1.7 | -18.8 | 8.8 | 0.0 | 0.0 | 0.1 | 0.0 |
| Czech Republic | -1.0 | -0.6 | 4.3 | -10.8 | 0.0 | 0.0 | 0.1 | 0.1 |
| Poland | -4,6 | 0.2 | 42.6 | 43.4 | 0.0 | 0.0 | 0.0 | 0.0 |
| Hungary | 0.0 | -0.2 | 6.0 | -4.5 | 0.0 | 0.0 | 0.0 | 0.0 |
| Slovakia | -3.6 | -3.2 | 27.2 | 15.2 | 0.5 | 0.0 | 0.0 | 0.0 |
| Romania | -0.3 | 0.0 | 5.6 | 10.2 | 0.0 | 0.0 | 0.0 | 0.0 |
| Bulgaria | 0.0 | 0.0 | 1.7 | 1.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Lithuania | 0.0 | 0.0 | 0.0 | 0.0 | ||||
| SOUTH AMERICA | ||||||||
| Brazil | -8.5 | -10.6 | 41.0 | 53.4 | 0.0 | 0.0 | 0.0 | 0.0 |
| Argentina | 0.0 | -0.3 | -4.8 | -2.1 | 0.0 | 0.0 | 0.0 | 0.0 |
| NORTH AMERICA | ||||||||
| United States | 0.0 | -2.8 | -61.5 | -152.6 | 0.0 | 0.0 | 0.9 | 7.0 |
| Mexico | -13.2 | -15.2 | -3.5 | 18.7 | 0.1 | 0.1 | 0.0 | 0.0 |
| ASIA | ||||||||
| China | -10.4 | -13.8 | 76.5 | 117.6 | 0.0 | 1.6 | 6.3 | 6.1 |
| India | -4.0 | -2.6 | 19.4 | 5.2 | 0.0 | 0.0 | 0.0 | 0.0 |
| South Korea | -2.2 | -1.8 | 11.8 | 10.2 | 0.0 | 0.0 | 0.0 | 0.0 |
| Japan | -0.1 | 0.0 | -2.8 | -0.8 | 0.8 | 0.7 | 0.0 | 0.0 |
| Thailand | -0.2 | -0.3 | 1.5 | 1.2 | 0.0 | 0.0 | 0.0 | 0.0 |
| Taiwan | 0.0 | 0.0 | 0.0 | 1.6 | 0.0 | 0.0 | 0.0 | 0.0 |
| Samoa | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |

On April 7th, 2017, Gestamp made its debut as a publicly listed company on the Spanish stock exchanges (Madrid, Barcelona, Bilbao, and Valencia) under the "GEST" ticker. The final offering consisted of 156,588,438 shares (initial offering of 155,388,877 plus final over-allotment option of 1,199,561 shares corresponding to the Greenshoe of 23,308,331 shares). The price was set at €5.60 per share, representing an initial market capitalization of €3,222 million.
Since December 2017, the company's shares have been included in the IBEX Medium Cap index.
As of December 31st of 2023, 74.173% of the share capital was controlled (directly and indirectly) by Acek Desarrollo y Gestión Industrial S.L. (the Riberas Family industrial holding), being 61.648% owned by Acek and 12.525% by Mitsui. In addition, as of December 31st, 2023 Gestamp held treasury shares amounting to 0.418% of the share capital. Gestamp's total Free Float amounted to 25.408% as of December 2023 (including shares held by the Board of Directors and Gestamp own shares that JB Capital Markets operates under the liquidity contract).

See below for Gestamp´s share price evolution since January 1st, 2023:
Source: Bloomberg as of December 31st, 2023
As of December 31st, 2023, Gestamp's shares have decreased by -2.9% since the 31st of December 2022, implying a market capitalization of €2,019 million at the end of the year. Total volume traded during 2023 stood at 83.6 million shares or €330.9 million.
The shares reached its maximum level for the year on July 27th, 2023 (€4.51) and its minimum level on December 13th, 2023 (€3.35). During 2023, the average share price stood at €3.99.

The most relevant information regarding the stock's evolution in 2023 and 2022 is shown in the table below:
| (€) | 2022 | 2023 |
|---|---|---|
| Total Number of Shares | 575,514,360 | 575,514,360 |
| Share Price at year end | 3.61 | 3.51 |
| Market Cap. at year end (in Thousands) | 2,080 | 2,019 |
| Maximum Price | 4.67 | 4.51 |
| Date of Max. Price | 06/01/2022 | 27/07/2023 |
| Minimum Price | 2.82 | 3.35 |
| Date of Min. Price | 08/03/2022 | 13/12/2023 |
| Average Price | 3.50 | 3.99 |
| Total Volume (in Shares) | 127,909,369 | 83,637,158 |
| Average of Daily Volume Traded (in Shares) | 497,702 | 326,708 |
| Total Turnover (in Millions) | 439.96 | 330.86 |
| Average of Turnover Traded (in Thousands) | 1,711.90 | 1,292.42 |
Data as of December 31st, 2023. Source: Bloomberg & BME (Bolsas y Mercados Españoles)
On July 27th, 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V., S.A.U., adapted to Circular 1/2017, of April 26th, of the CNMV. The framework of this agreement will be the Spanish stock markets.
This agreement stipulates the conditions in which the financial intermediary will operate for the account of the issuer, buying or selling own shares of the latter, with the sole objective of favouring the liquidity and regularity of their listing, and it will have a duration of 12 months, deemed to be tacitly extended for the same period, unless indicated otherwise by the parties.
The amount earmarked to the cash account associated with the agreement is €9,000 thousand.
During 2023, the Board of Directors of the Parent company decided to launch a share buyback programme in order to provide the Parent Company with sufficient treasury shares to enable it to deliver shares of the Company to certain employees of Gestamp Automoción, S.A., beneficiaries of the current long-term incentive programme, for a maximum amount in cash of €15 million and a maximum number of shares of 3,000,000.

The period during which the Programme is authorised is from September 6th, 2023 to December 20th, 2023. This period may be extended with the prior approval of the Board of Directors of the Parent Company if the Parent Company has not acquired the maximum number of shares by the specified date.
On December 18th, 2023, the Board of Directors of the Parent Company agreed to extend the duration of the Programme until May 10th, 2024.
As a consequence of the above, on September 4th, 2023, the liquidity contract signed with JB Capital Markets, S.V., S.A.U. was temporarily suspended and resumed on January 18th, 2024 after the repurchase of the 3,000,000 shares established in the repurchase programme had been completed.
Treasury shares as of December 31st, 2023 represented 0.55% of the share capital of the Parent Company (0.08% as of December 31st, 2022) and comprised 3,169,656 shares (460,513 shares as of December 31st, 2022), at an average acquisition price of €3.765 per share (€3.482 per share as of December 31st, 2022).
The movements in 2023 and 2022 were as follows:
| Number of own shares | Thousands of Euros | |
|---|---|---|
| st Balance at December 31 , 2021 |
676,492 | 2,716 |
| Increases/Purchases | 7,674,278 | 26,249 |
| Decreases/Sales | (7,890,257) | (27,362) |
| Balance at December 31 st , 2022 |
460,513 | 1,603 |
| Increases/Purchases | 5,962,440 | 23,337 |
| Decreases/Sales | (3,253,297) | (13,006) |
| Balance at December 31 st , 2023 |
3,169,656 | 11,934 |
The sale price of treasury shares during 2023 detailed in the table above amounted to €13,502 thousand (€27,279 thousand as of December 31st, 2022), generating a positive result of €495 thousand (negative result of €83 thousand as of December 31st, 2022), which has been recognized under Unrestricted Reserves (Note 17.2).
On May 2013, the Group completed an issuance of bonds through its subsidiary Gestamp Funding Luxembourg, S.A., a company belonging to the Western Europe segment. This issuance was carried out in two tranches, one amounting to €500 million at an annual coupon of 5.875%, and the other amounting to \$350 million with a 5.625% annual coupon.

On May 4th, 2016 the Group issued a bond, through the subsidiary Gestamp Funding Luxembourg, S.A. for €500 million with an annual coupon of 3.5%. The issuance was used to fully refinance the May 2013 Euro bond and accrued interest. The US dollar bonds issued in May 2013 were fully refinanced on June 17th, 2016 with the tranche A2 of the new syndicated loan granted on May 20th, 2016. On May 25th, 2021 the Company early redeemed at par value the €500 million, 3.50% senior secured notes due 2023.
On April 20th, 2018 the Group issued a new bond, through the Parent Company (Gestamp Automoción S.A.), amounting to €400 million with an annual coupon of 3.25%. The issuance was used to refinance certain of Gestamp's existing long and short-term debt facilities. The maturity date of this bond is April 30th, 2026.
As of December 31st, 2023 Gestamp's corporate credit rating was "BB / Stable outlook" by Standard & Poor's and "Ba3 / Positive outlook" by Moody's. On April 11th, 2023, Standard & Poor's upgraded Gestamp's credit rating from "BB-" to "BB" with outlook confirmed at "Stable". On July 31st, 2023 Moody's confirmed the company's rating at "Ba3" but upgraded its outlook from "Stable" to "Positive".
| Corporate Credit Rating | Current Rating | Outlook | Last Review |
|---|---|---|---|
| Standard & Poor's | BB | Stable | 11/04/2023 |
| Moody's | Ba3 | Positive | 31/07/2023 |
| Senior Secured Notes | Current Rating | Outlook | Last Review |
| Standard & Poor's | BB+ | Stable | 11/04/2023 |
In 2018, the Board of Directors of Gestamp approved a dividend policy. Gestamp decided to distribute on an annual basis a total dividend equivalent to approximately 30% of the consolidated net profit for each year, but in two payments, anticipating part of the payment via an interim dividend:

In line with our policy, in December 2023, the Board of Directors approved the distribution of an interim cash dividend in January 2024 against 2023 financial results. The payment took place on January 10th, 2024 for a gross amount of €0.07 per share.
The Group's Spanish companies have adapted their internal process and payment period policy to Law 15/2010, hence, measures to fight against default in trade operations have been implemented. In this regard, the conditions for contracting to commercial suppliers relating to industrial activity for the manufacture of parts located in Spanish territory included payment periods equal to or less than 60 days in both 2023 and 2022, as stipulated in Transitional Provision Two of the aforementioned law.
In accordance with such Law, the following information corresponds to the Group companies that operate in Spain:
| Average payment period to suppliers | 42 days |
|---|---|
| ------------------------------------- | --------- |
| Total payments made | €4,597 million |
|---|---|
| Total payments pending | €698 million |
Average payment period to suppliers 43 days
Total payments made €3,393 million Total payments pending €618 million
The monetary volume paid in 2023 in a period less than the maximum established in the late payment regulations, for companies based in Spain, is 1,083,610 thousand euros (673,169 thousand euros in 2022) corresponding to 62,251 invoices (42,027 invoices in 2022).
For reasons of efficiency and in line with common business uses, the Group's Spanish companies basically have a supplier payment schedule, whereby payments are made on fixed days which, at the main companies, are twice a month.
In general, in 2023 and 2022, payments made by Spanish companies to suppliers under agreements entered into after the entry into force of Law 15/2010, did not exceed the legal deferral limits. The payments made to Spanish suppliers in 2023 and 2022 that exceeded the established legal deadline have been, in quantitative terms, of scant relevance and are derived from circumstances or incidents outside the established payment policy, including mainly the

closing of agreements with suppliers in the delivery of goods or provision of the service or specific handling processes.
Also, at December 31st, 2022 and 2021, no amounts were pending payment to suppliers located in Spain that exceed the legal payment term.
There are no significant subsequent events after December 31st, 2023.

3.1 ESG at Gestamp
Sustainability has formed one of the strategic focuses of Gestamp ever since the very beginning, evidenced by its commitment to designing and manufacturing parts that make vehicles safer for people and more efficient, helping reduce CO2 emissions throughout their service life.
Gestamp also actively identifies its primary environmental impacts, as well as the related risks and opportunities. On that basis, it develops policies, management systems and procedures to maximise the positive impacts/reduce the negative impacts of its production activities; as such, it is able to minimise its risk exposure and take advantage of any corresponding opportunities.

Gestamp aims to create long-term value for its stakeholder groups by focusing on the way they interact with society and the environment, seeking to create bonds and prioritising the development of direct lines of dialogue and communication to promote a cooperative space in which it is possible to express concerns.
| Stakeholders | 1 Lines of communication |
Indicators of value creation | Related chapters |
|---|---|---|---|
| Employees | Corporate intranet, internal newsletters, suggestion boxes, whistleblowing hotline, performance evaluation tools, direct contact with HR in the workplace, social media |
44,262 employees 95 nationalities 28 hours of training per employee 21.5% of positions occupied by women 7.9% salary gap € 1,810.71 million on personnel expenses |
Chapter on Talent Chapter on Occupational Health and Safety. Chapter on Contribution to Society. |
| Customers | Customer platforms, periodic meetings and audits, co designs, customer and sector events, daily operational contact in each production plant |
€12,273.7 million turned over 13 R&D centres € 69.93 million invested in innovation 1,300 patents, utility models and corresponding applications. |
Chapter on Operational Excellence Chapter on Path to Neutrality. |
| Suppliers | Digital platform for suppliers, contractual specifications, special collaborations, recurrent meetings, direct local contact |
€ 9,815 million on purchases 19,555 suppliers with invoicing 94% local suppliers |
Chapter on Responsible Supply Chain Management. |
| Regulatory Bodies |
Lobbying; national, international and sectoral association events |
Participation in 56 local and international associations and bodies. Alignment with CNMW recommendations on good governance |
Chapter on Contribution to Society. Chapter on Good Governance and Ethics. |
| Financial Community |
Conferences, roadshows, site visits, meetings, ad-hoc calls, questionnaires, Capital Markets Day, participation in ESG ratings, reports and conference calls on quarterly financial results |
EU Taxonomy Eligibility: - 4.19% eligible turnover - 18.76% Capex € 949.7 million in Capex ESG ratings above sector average -25.1% reduction in scope 1 and 2 emissions (compared to 2018) 37% renewable energy consumed |
Chapter on Financial Results. Chapter on ESG Perspective. Chapter on Good Governance and Ethics. Chapter on Path to Neutrality. |
| Civil Society and Opinion Makers |
Press releases and social media; participation in industry forums, talks and events; social action and volunteer work |
229 social action initiatives. 464,827 beneficiaries. € 1.13 million invested in social action. 1,565 employees who volunteered for initiatives. 187 collaborating entities. |
Chapter on Contribution to Society. |
1 In addition to these specific channels, Gestamp also has its company website: www.gestamp.com

Gestamp utilises its business activities to maximise its contribution to the United Nation's Sustainable Development Goals, with this being possible mainly thanks to its commitment to sustainable industry, the circular economy, employment creation and the fight against climate change.

In order to help achieve these goals the company follows the SDG Compass2 guide, using it to choose which SDGs to prioritise within the company based on their impact along the entire supply chain: design and development, manufacture, use and end of service life.
| SDGs | Contribution per SDG | More information on Gestamp's |
|---|---|---|
| Gestamp designs and develops components that make vehicles safer in the event of an accident. |
contribution to the SDGs in: Chapter on Operational Excellence. |
|
| Gestamp drives technological development and innovation, as well as the efficient use of natural resources. In addition, it safeguards human rights and decent, safe work that ensures that no person who works for the company is put at risk. |
Chapter on Occupational Health and Safety. Chapter on Operational Excellence Chapter on Good Governance and Ethics (Human Rights). |
|
| Gestamp strives to bring about a more sustainable and inclusive automotive industry through its contribution to technological development and employment creation. |
Chapter on Operational Excellence Chapter on Talent |
|
| Gestamp helps provide safe and more sustainable transport systems. |
Chapter on Operational Excellence |
|
| Gestamp promotes the efficient use of natural resources, works to reduce the waste it generates and mitigates the adverse effects on the environment caused during the entire lifecycle of its products. |
Chapter on Environmental Management Chapter on Circularity. |
|
| Gestamp fights against climate change by adopting mitigation and adaptation measures. |
Chapter on Path to Neutrality. |
More information on Gestamp's contribution to the Sustainable Development Goals is available at https://www.gestamp.com/Sustainability/Sustainable-Development-Goals
2 Developed by the UN Global Compact, the WBCSD and GRI.

Ever since Gestamp was founded, sustainability has always been one of its key strategic pillar. In the design, development and manufacture of parts for vehicles, Gestamp remains faithful to its commitment to producing vehicles that are safer - with a view to keeping passengers and pedestrians safe - and lighter, while reducing CO2 emissions during the vehicle's service life.
Gestamp views sustainability as a way of creating long-term value in a bid to boost the growth strategy and enable all stakeholder groups to gain a competitive edge.
As the interests of its stakeholder groups figure ever more prominently in its long-term vision, Gestamp subjects all its operations to certain environmental, social and governance-related criteria. This approach gives Gestamp an essential competitive edge and enables the company to take its place among the major players of the sector.
In 2023, with the guidance of an external consultant, Gestamp conducted a double materiality analysis based on GRI standards, the Corporate Sustainability Reporting Directive (CSRD) and the reporting standards (ESRS) developed by EFRAG.
The primary aim of this analysis is to identify and assess the main positive and negative environmental and social impacts of the company's activities (impact materiality) and the related risks and opportunities that may arise for the company (financial materiality). It can then set out to define its management model, strategy and action plan accordingly.
To this end, according to a particular methodology (see Annex: Double Materiality Methodology) involving a qualitative assessment of Impacts, Risks and Opportunities (IROs), it was possible to identify and assess, by way of a bottom-up approach, sub-topics, on the one hand, and the most relevant ESG topics for the company, on the other hand. The company's materiality matrix has been produced on the basis of the results:


This way, 8 topics considered to be material are identified, either due to their financial materiality or impact materiality:
| Material Topics | Definition | Sub-topics | SDGs | |
|---|---|---|---|---|
| Management of direct employees and of workers | Attracting and retaining employees and employee loyalty. |
|||
| Freedom of association. | ||||
| Direct Employees | not directly employed but whose work is controlled by the company (subcontracted). |
Diversity and inclusion. | ||
| Human rights in the workplace. | ||||
| Good governance. | ||||
| Development of policies, control systems and measures introduced by Gestamp to ensure matters such as business ethics, corporate culture or information security are duly addressed. |
Risk and opportunity management. | |||
| Transparency. | ||||
| Business Conduct | Ethics, Integrity, Corruption and Bribery. |
|||
| Regulatory compliance. | ||||
| Cybersecurity. | ||||
| Innovation | ||||
| Product innovation and | Capacity of the company to develop products that not only comply with high standards of excellence, |
Quality | ||
| Quality | but also fulfil environmental and social criteria during their service life. |
Sustainable mobility | ||
| Safety (passive) | ||||
| Occupational Health and Safety |
Prevention, mitigation and reduction of occupational accidents and illnesses, as well as their frequency and severity, as a way of promoting employee well-being. |
Occupational Health and Safety. | ||
| Climate Strategy. | ||||
| Climate Change | Measures and strategies to reduce the company's impact on Climate Change (GHG emissions)3 and to develop its capacity to adapt and respond to |
Energy Efficiency. | ||
| physical and transition-related risks. | Helping to decarbonise transport. | |||
| Design of lighter products and development of | Responsible use of raw materials. | |||
| Circular Economy | production processes that promote: the efficient use of resources and the recovery of waste for the purpose of manufacturing components with a high content of recycled material. |
Waste management. | ||
| Product life cycle. | ||||
| Responsible Supply | Development of supplier management and evaluation channels: suppliers will not be |
Responsible Supply Chain | ||
| Chain | considered by Gestamp unless they are able to meet the minimum ESG criteria established in those channels. |
Human rights in the supply chain | ||
| Water | Responsible and efficient use of water resources in operations, by treating water appropriately and reducing the water footprint. |
Water management. |
It should be noted that the methodology diverged considerably from the approach adopted in the materiality analysis published in 2022, as the concept of relevance for stakeholder groups (internal and external) gave way to an impact (inside-out perspective) and risk and opportunity
3 GHG: Greenhouse Gases.

(outside-in perspective) analysis. As such, while analysis granularity is greater in 2023, the number of material topics fell from 20 to 8 (12 fewer), meaning that it is possible to identify those that are particularly relevant for the company.
These matters are addressed in the 8 strategic pillars which form the cornerstone of the company's ESG strategy, and in the ambitious targets it has set for the next few years.
Information about the company's ability to manage the most relevant impacts, risks and opportunities for Gestamp in 2023 is detailed in the various chapters of this report.
However, some risks and opportunities identified by the analysis, as indicated in the bellow material topics, are the broadest in scope:
| Description | Magnitude | Probability | |
|---|---|---|---|
| Violation of ESG transparency requirements which may result in sanctions or reputational damage for the company |
|||
| Risks | Violation of local or international ESG regulations (for instance, reports, due diligence, environmental legislation, taxonomy, etc.). |
| Description | Magnitude | Probability | |
|---|---|---|---|
| Risks | Inefficiencies in risk management arising from the lack of adequate integration of traditional risks with ESG risks. |
||
| Opportunities | Improvement of the ESG strategy and definition of objectives derived from the competent management of associated risks. |
| Severity/Magnitude | Probability | |
|---|---|---|
| Low | Low | |
| Medium | Medium | |
| High | High | |
| Impact considered to exist (actual) which is why probability is N/A disregarded. |
All the other identified IROs are described in the various chapters of this 2023 Annual Report.
According to the ESG strategy that the company has developed over a number of years, in 2023 Gestamp published its ESG Plan for 2025, which addresses in greater detail the company's strategic ESG priorities for the next few years.
In determining the scope of the plan, Gestamp has considered the sustainability initiatives that the company has already implemented and identified the areas that produce most added value for the business and its stakeholder groups.
Following this internal task, steps were taken to identify and analyse the primary megatrends and global risks, the main international and sector-based sustainability frameworks, the company's strategy, the requirements of key customers, competitor analysis, the sector-based requirements of ESG ratings agencies, and the 2022 materiality study; moreover, the results were contrasted with the 2023 double materiality study (See Double Materiality Analysis).

It is made up of eight strategic areas for which quantitative objectives and initiatives have been set for 2025 and which affect all divisions of the company across all regions in which it operates.

Every area and objective of the plan has been designed to minimise the negative impacts/maximise the positive impacts of the company in these respects, reduce the probability that the risks will occur, and take advantage of any corresponding opportunities.


From an organisational point of view, and in order to promote policies and initiatives with a focus on the environment, society and good governance, in 2023 Gestamp:
consolidated the process by which the ESG Department reports directly to the company's executive chair.
held 3 ESG Committee meetings, chaired by the Executive Chair and attended by representatives of the company's senior management.
held 7 Board of Directors' Sustainability Committee meetings.
| ESG Commission Board of Directors Strategic Plan supervision and transmission of its progress to the Board. |
|
|---|---|
| Executive Chairman | |
| ESG Committee Body responsible for approving to Strategic Plan and monitoring its achievement |
|
| ESG Departament Responsible for establishing the level of |
|
| ambition and defining the areas of the estrategic plan and ensuring its achievement. |
Gestamp is assessed by several ESG rating agencies, is rated above average in the sector and continues to move in the right direction based on 2023 results.
These scores are of growing importance not just to investors, analysts and financial institutions, but also to customers, as they are a true reflection of the company's ESG performance.


Climate change is a global challenge that requires both economic and strategic efforts. In this sense, it is a source of great opportunities that require innovative solutions, investment and new commitments in the short, medium and long term.
Gestamp tackles the challenge of sustainable mobility and decarbonization of the sector while understanding that all agents in the value chain must be involved and work together by building alliances that allow them to achieve common and more ambitious goals.
As a result of the double materiality analysis, the following impacts, risks and opportunities linked to the material issue of Climate Change have been achieved:
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| - Impact |
Deterioration of air quality as a consequence of emissions from fossil fuel consumption (GHGs). |
N/A | ||
| Magnitude | Probability | |||
| 4 Risks |
Increased exposure to extreme weather events: cyclones, hurricanes, typhoons, tornadoes, etc. |
|||
| An increase in temperature could result in increased air conditioning costs for Gestamp, especially related to providing a suitable environment for the health and safety of its employees. |
||||
| Increased costs resulting from the transition to low-emission technologies. | ||||
| Variation in the availability of resources due to climate change leading to a decrease in supply and an increase in prices. |
||||
| Cost savings from increased use of renewable energy through self consumption and power purchase agreements (PPAs). |
||||
| Opportunities4 | Access to new markets for electric vehicles and increased demand for related services. |
|||
| Improvement of the industry's reputation and differentiation from its competitors through the incorporation of new, more eco-efficient and environmentally friendly products. |
Legend
| Severity/Magnitude | Probability | |||
|---|---|---|---|---|
| Low | Low | |||
| Medium | Medium | |||
| High | High | |||
| N/A | Impact considered already existing (real) and therefore not likely. |
In 2020, Gestamp validated by SBTi its emission reduction targets: 30% reduction of Scope 1 and 2 emissions and 22% reduction of Scope 3 (base year 2018). Due to regulatory changes and
4 The climate risks and opportunities identified in the Dual Materiality analysis are linked to the results obtained in the ROCC analysis (see "Strategy" section of the "Road to Neutrality" chapter).

customer requirements in 2022 Gestamp decided to increase the level of ambition regarding Scope 1 and 2 emission reductions. The SBTi targets for scope 1 and 2 will be actualized during 2024.
Climate-neutral targets:

In 2023, Gestamp has kept on working on a new strategy to combat Climate Change as required by regulations such as the EU climate-neutral by 2050 objective and the emission reduction targets of its customers.
To define this strategy, the company:
As a result of these efforts, the neutrality commitments are supported by a detailed decarbonisation roadmap with intermediate targets for scopes 1 and 2 in 2025 and 2030, lowered to the level of production centres and facilities.
Regarding Scope 3, Gestamp is aware of the challenge of establishing initiatives to reduce its emissions outside its direct control. Despite this, in 2023 the company has continued to work with its main suppliers and will continue to reinforce measures aimed at reducing these emissions in 2024.
| Description | 2023 Results | 2025 Objectives |
|---|---|---|
| Scope 1 and 2 tCO2 emission reductions |
-25% | -45% |
| Renewable electricity used |
37% | 62% |

Gestamp, extending its commitment to society and aware of the need to implement sustainable financing, has linked the refinancing of a very significant part of its debt with banks to specific decarbonisation objectives. These indicators are included in this report and verified together with the rest of the non-financial information.
For many years Gestamp has contributed to emission reductions of vehicles by making their parts lighter, leading to an increase in fuel efficiency and therefore reducing CO2 emissions. To this end, the ESG department, in collaboration with departments such as innovation, purchasing and sales, analyses the carbon footprint of the components and the impact within the vehicle's life cycle.
In addition, Gestamp helps its customers in the challenge of the electrification of the sector and its transition to electric vehicles, providing technological solutions adapted to this environment, which increase both the autonomy and safety of these vehicles. (Please see the innovation section)
In accordance with the recommendations provided by the Task Force on Climate-Related Financial Disclosures (TCFD) working group, and after becoming a supporter of the initiative in 2022, Gestamp has worked on climate change-related disclosure in four topic areas: governance model, strategy, risk management and metrics and objectives.

Gestamp has scored B in the "Climate" questionnaire of the international initiative Carbon Disclosure Project Climate (CDP).
Gestamp regards climate change as a challenge that must be addressed at the highest level within the company. To this end, it boasts governing bodies which are responsible for promoting, approving and monitoring Climate Change risks and opportunities analysis as well as the Climate Change mitigation and adaptation strategy within the Group.
In 2023, the company's Risk and Opportunities for Climate Change (ROCCs) analysis has been submitted to the Commission for validation and climate change risks have been integrated into Gestamp's corporate risk map.

Given the size, complexity of the operating structure of the Gestamp Group and the importance of ESG matters, organisational functions are required within the Group to coordinate and manage activities related to climate change in all companies, business divisions and regions of the Group.
The automotive and components manufacturing sector is faced with a great deal of climate challenges as a result of the Paris Agreement; at a European level the climate-neutral targets for 2050 set out by the European Green Deal; the Fit for 55 package of measures to reduce emissions by at least 55% by 2030; the ban on manufacturing combustion-engine cars from 2035; and the Nationally Determined Contributions (NDC) of various countries.
Furthermore, these regulatory frameworks highlight the need to proceed with a fair transition model, endeavouring to not leave anyone behind.
In addition, climate change gives rise to an increase in temperatures and extreme weather phenomena, as well as loss of resources, which must be taken into account by companies in the industry in order to mitigate their impact.
Gestamp considers climate change risk in the Corporate Risk Map and it carries out a specific analysis on Climate Change risks and opportunities affecting business in order to:
During 2023, a climate scenario analysis was conducted in line with the recommendations of the Intergovernmental Panel on Climate Change (IPCC), the International Energy Agency (IEA) and the

EU Green Taxonomy. In this way, Gestamp has identified the main opportunities presented by climate change for the company and a total of 47 physical and transition risks in different time horizons: short (0-5 years), medium (6-15 years) and long term (16-30 years).
Based on this result, Gestamp identifies the most relevant risks and opportunities for the company:
| Description of the risk |
Timeframe | Economic Impact |
Description of the impact of the risk |
Risk management | |
|---|---|---|---|---|---|
| Physical risks | |||||
| Acute | Extreme weather events (Cyclone, hurricane, typhoon) |
Short Term | Medium | Risk linked to the increased frequency and intensity of extreme weather events. It can lead to supply problems, inability of employees to access the workplace, and increased difficulties associated with service delivery, among others. |
Although the probability of occurrence is low, Gestamp has several contingency plans and central and local action plans in place to mitigate risks posed by natural disasters, including emergency and evacuation plans as well as insurance cover which includes natural catastrophes. |
| Chronic | Temperature variability |
Short Term | Medium | An increase in temperature could result in increased air conditioning costs for Gestamp, especially related to providing a suitable environment for the health and safety of its employees. |
Studies are being conducted on the behaviour of the indoor air of the facilities in order to allocate resources in the most efficient way possible. |
| Transition risks | |||||
| Market | Variation in resource availability |
Short Term | High | Variation in the availability of resources can have consequences on the cost of raw materials, which could lead to shortages, increases in input costs due to a reduction in supply or a decrease in product quality. |
Thanks to the lightening of parts, Gestamp has managed to reduce the use of raw materials in its parts and has opted for a circularity strategy where the reintroduction of scrap as a secondary raw material becomes fundamental in the system. In this sense, it has established agreements with suppliers to enable the availability of materials with a high recycled |

| Description of the risk |
Timeframe | Economic Impact |
Description of the impact of the risk |
Risk management | |
|---|---|---|---|---|---|
| content, and in turn, more sustainable. |
|||||
| Technologic al |
Transition to low-emission technologies |
Long Term | High | The transition to low emission technologies will entail a number of associated costs, notably in the purchase of new equipment or the replacement of models and/or manufacturing technologies with cleaner alternatives. |
The R&D departments at Gestamp co-develop new technological and product solutions with customers which reduce emissions during the manufacture and life of vehicles. |
| Description of the opportunity |
Timeframe | Financial impact |
Description of the impact of the opportunity |
Management of the opportunity |
|
| Transition opportunities | |||||
| Cost reduction |
Cost savings from renewable energy use |
Current | Medium | This opportunity is based on projected savings based on Gestamp's emissions reduction targets of 30% by 2030. |
In 2022 Gestamp has approved its climate neutral by 2050 strategy (please see above) while establishing, in addition to other measures, a change of machinery plan and a renewable energy purchasing strategy. Furthermore, in 2020 it validated its emission reduction targets in accordance with the SBTi initiative. |
| Products and services |
Ecodesign and circular economy |
Current | Medium | The incorporation of new, more eco efficient and environmentally friendly products can mean an increase in business for Gestamp. With an increasingly climate conscious population, customers are looking for products and suppliers that meet the market's expectations in terms of ESG commitment. |
Gestamp, thanks to the progress of the R&D department, has become a leader in hot stamping technologies, which together with its experience in multi material solutions, offers innovative alternatives with components being made lighter. |
| Electric vehicle market |
Current | Medium | The opportunity focuses on customer behaviour, |
Gestamp has set up a business unit exclusively devoted to electric |

| Description of the risk |
Timeframe | Economic Impact |
Description of the impact of the risk |
Risk management |
|---|---|---|---|---|
| addressing the | vehicle batteries in | |||
| increased sensitivity | order to centralize | |||
| to the impact of their | efforts and address any | |||
| consumption and | challenges and | |||
| activities on the | opportunities that arise. | |||
| environment and | ||||
| opting for more | ||||
| sustainable products | ||||
| and services. |
These results will be used to define mitigation and adaptation measures for the identified risks.
For additional information on Gestamp's Climate Change performance, see the 2023 Climate Change report on the Carbon Disclosure Project platform (https://www.cdp.net).
Gestamp boasts a Comprehensive Risk Management System (CRMS) whose aim is to ensure that financial and non-financial risks are identified, assessed and managed so that they do not have a negative effect on the achievement of the organisation's objectives or on its reputation.
The Corporate Risk Map includes climate change risks, see Risk Management Chapter. Once climate risks and opportunities have been identified, they are assessed according to a series of specific criteria, the results of which are used to establish controls.
The climate risks identified in the various areas of the company influence the overall strategy of Gestamp and are included in the overall risk management, with measures being established to manage these risks as follows:
Some examples in 2023 are:
o ArcelorMittal Europe - Flat Products and Gestamp, have signed a "circularity agreement". The agreement includes jointly designing and implementing a circularity scheme that encourages steel recycling between Gestamp and ArcelorMittal, and ultimately passing on the benefits of the agreement to automobile manufacturers.


Since 2006 the company has monitored the carbon footprint of all production centres corporation-wide every quarter. Each plant reports its energy consumption levels in a database and, based on this information, the carbon footprint of each centre and the overall footprint are calculated according to GHG Protocol and IPCC procedures.
All Gestamp production processes need a source of energy in order to function. Therefore, the different sources of energy consumed at the facilities are comprehensively tracked: Electricity, natural gas, diesel oil and LPG.
The distribution of energy consumption globally is divided into 60% electricity, 35% natural gas and 5% other fuels.
| Energy consumption by fuel type (GJ) |
2021 | 2022 | 2023 |
|---|---|---|---|
| Electricity | 3,762,902 | 3,977,471 | 4,167,390 |
| Natural gas | 2604914 | 2,358,550 | 2,388,841 |
| LPG | 282,400 | 335,083 | 338,281 |
| Diesel | 26,342 | 25,985 | 23,153 |
| Total energy consumption | 6,676,588 | 6,697,089 | 6,917,665 |
| Renewable energy consumption* | 347,915 | 1,329,133 | 1,735,762 |
| % of total consumption | 5% | 20% | 25% |
*Renewable energy consumption data is obtained from the purchasing department. See reason for the increase in renewable consumption in the CO2 Emissions Index.
| Evolution of the energy intensity ratio | 2021 | 2022 | 2023 |
|---|---|---|---|
| Energy intensity ratio (Total energy consumption in GJ /100 euros of value added) |
240 | 202 | 191 |
Electricity is the main type of energy consumed by the Group, given that its plants use electricity as an energy source for most of the production processes, and also to power the facilities. Natural gas is used mainly for air conditioning in buildings, so consumption is usually seasonal. In addition, some production plants use it in processes like hot stamping and in painting lines. The other fuel types are linked primarily to the fleet of forklifts at the plants.

In recent years, despite the increase in production plants and the introduction of hot stamping, technology that is more intensive in the use of energy, Gestamp has managed to reduce CO2 emissions (in relative terms) thanks to improved environmental management and process improvement.
| Greenhouse gas emissions (TnCO2eq) | 2021 | 2022 | 2023 | % of total emissions |
|---|---|---|---|---|
| Direct Emissions: Scope 1 | 209,106 | 197,907 | 198,281 | 1.8% |
| Natural gas | 176,003 | 159,268 | 160,590 | 1.5% |
| LPG | 21,913 | 25,776 | 25,992 | 0.2% |
| Diesel | 9,540 | 9,816 | 8,752 | 0.1% |
| Indirect Emissions: Scope 2* | 356,500 | 297,789 | 295,928 | 2.8% |
| Indirect Emissions: Scope 3 | 9,674,616 | 8,633,929 | 10,232,475 | 95.4% |
| Category 1 - Purchased goods and services |
7,559,053 | 6,578,857 | 7,963,187 | 74.2% |
| Category 2 - Capital goods | 218,778 | 281,975 | 391,885 | 3.7% |
| Category 3 - Energy-related activities | 158,479 | 156,888 | 159,310 | 1.5% |
| Category 4 - Upstream transportation and distribution |
136,646 | 161,496 | 187,022 | 1.7% |
| Category 5 - Waste generated in operations |
26,300 | 27,527 | 29,987 | 0.3% |
| Category 6 - Business travel | 11,430 | 16,496 | 18,524 | 0.2% |
| Category 7 - Employee commuting | 31,988 | 35,177 | 36,401 | 0.3% |
| Category 8 - Upstream leased assets | 44,147 | 42,493 | 22,990 | 0.2% |
| Category 9 - Downstream transportation and distribution |
0 | 0 | 0 | 0% |
| Category 10 - Processing of sold products |
0 | 0 | 0 | 0% |
| Category 11 - Use of sold products | 0 | 0 | 0 | 0% |
| Category 12 - End-of-life treatment of sold products |
1,445,465 | 1,293,325 | 1,383,821 | 12.9% |
| Category 13 - Downstream leased assets |
0 | 0 | 0 | 0% |
| Category 14 - Franchises | 0 | 0 | 0 | 0% |
| Category 15 - Investments | 42,330 | 39,695 | 39,348 | 0.4% |
| TOTAL emissions Scopes 1+2+3 | 10,240,222 | 9,129,625 | 10,726,684 | 1.8% |
* Scope 2 calculated according to the market-based method. Using the location-based method would be 393,823 tCO2.
**Category 1 of Scope 3 calculated with information available as of 02/22/2024.
The emission factors used for fossil fuels come from DEFRA. In the case of electricity, they are requested directly from the supplier of each plant (if not available, the country's electricity emission factor provided by the International Energy Agency is taken). For Scope 3, DEFRA, CEDA and Sphera sources are combined for aluminium and steel consumption. The % are always referred to total emissions, so they do not have to add up to 100 as a whole. In the breakdown of Scope 1 into the different fuel types, only the main fuels are taken into account. There are other sources of Scope 1 emissions that are taken into account in the total but have not been disaggregated.
Internally, the CO2 Emissions Index (defined as tCO2 Scope 1 and 2/€100,000 AV) is used as a tool to assess the Group level performance in terms of emissions. During 2023, a reduction in this index has been achieved thanks to the implementation of energy efficiency measures and the 
contracting of energy from renewable sources that have allowed emissions to be reduced despite the greater energy consumption associated with the increase in activity in the Group.
| Evolution of the CO2 Emission Index | 2021 | 2022 | 2023 |
|---|---|---|---|
| CO2 Emission Index (tonnes of CO2 //EUR 100,000 of added value) | 21 | 15 | 14 |
| SO2 and NOx Emissions (Tn) | 2021 | 2022 | 2023 |
|---|---|---|---|
| SO2 Emissions | 1.9 | 1.97 | 1.84 |
| NOx Emissions | 322.4 | 308.78 | 312.23 |
Both SO2and NOx emissions come from Natural Gas, LPG or Diesel combustion and will gradually decrease as the Group stops using fossil fuels in accordance with its commitment to reduce emissions.
| VOC's (Tn) Emissions | 2021 | 2022 | 2023 |
|---|---|---|---|
| VOC's Emissions | 210 | 223 | 241 |
VOC emissions are produced as a result of solvent use.
Gestamp is committed to reduce emissions and consumption in all production plants within the Group. In terms of Energy Efficiency, in the last years a global initiative has been launched to optimize and reduce the energy consumption and to be environmentally responsible. Each production plant is working individually and together with other plants to implement measures to rationalize the consumption and to make sure all the technologies and equipment are working in the most efficient way from an energy point of view.
The commitment to emissions reduction, environmental protection, equipment performance optimization and operational excellence, drive this initiative in Gestamp Group. The Energy Efficiency project aimed at making improvements through several areas:
To achieve those aims, the instantaneous consumption of electricity and gas of the equipment are monitored to create a model of its performance. Based on those consumption patterns, algorithms to identify quantify and notify deviations, are created.

In 2023, over 47 plants formed part of the Energy Efficiency initiative. A total of 9% of the plants included in this scope were certified under the energy management system standard ISO 50001. For the remaining plants included in the initiative, it is worth saying that the strategy used regarding energy efficiency is based on the requirements from ISO 50001 guidelines.
Specific Energy Efficiency measures were identified and implemented at each of these plants to optimize the functioning of equipment and to reduce its electricity and natural gas consumption. Furthermore, standard documents related to shut-down protocols and other good practices were launched globally. Shut down protocols were followed in the production assets during nonworking periods which resulted in significant improvement in energy KPIs and a reduction of nonessential energy consumption. These initiatives together enabled the Group to achieve a reduction of almost 35 GWh.
Additionally, a 16 GWh energy savings has been achieved in plants which are out of scope of energy efficiency initiative through continuous application of shut-down protocols and energy efficiency best practices.
From a global perspective within the group, a 51 GWh energy savings were achieved in 2023.
Just to reinforce the Energy Efficiency initiative and the shut-down protocols application, an Energy Efficiency audit program was also globally announced to all divisions and launched in a pilot plant at the end of 2023. This audit program will continue being implemented during 2024 with the aim of identifying non-standard practices which correction will result in additional energy efficiency savings for the plants.
In 2024, Gestamp will continue to consolidate the initiative, achieving a high degree of maturity at the European plants and implementing improvements at the North American and Asian plants.
| 2023 Figures | |
|---|---|
| 47 plants involved | 1.65 Million € invested |
| 77 improvement measures implemented | Return on investment period: around 1.5 years |
| Reduction of 12,646 Tonnes of CO2 |
>50% have required no Investment |
The consumption reductions achieved in 2023 are summarized in the following table*:
| Electricity | Gas | Total | ||
|---|---|---|---|---|
| 26,422 MWh | 25,058 MWh | 51,480 MWh |
*The information provided refers to the perimeter of the 47 plants that are part of the energy efficiency initiative.


| Types and examples of measures undertaken. | |||
|---|---|---|---|
| TYPE OF ENERGY EFFICIENCY MEASURE |
NUMBER OF MEASURE S |
MWH SAVED |
TN CO2 EMISSIONS AVOIDED |
EXAMPLES |
|---|---|---|---|---|
| Compressed air | 23 | 5,161 | 1,155 | Gestamp West Midlands (U.K.) has managed to conduct an aggressive compressed air leaks audit which helped to identify high number of severe air leaks. The identified leaks were listed, tagged, prioritized, and repaired periodically. This project has led to an annual saving of 357 MWh in the compressed air units. |
| Gas usage | 4 | 1,648 | 398 | Gestamp Polska (Poland) has implemented a project to reduce gas consumption by the installation of destratification fans which improved the circulation of heat in the facility. This project allowed switching off the boilers during some periods leading to a reduction in gas consumption without undermining plant heating. After measure implementation 1,505 MWh of gas consumption were reduced annually. |
| New technologies | 18 | 867 | 311 | Gestamp Lapeer (U.S.A.) has managed to reduce its electricity consumption by 259 MWh by replacing all inefficient lamps with efficient LEDs. New lighting points can be managed thanks to an intelligent management system which increases savings. |
| Non essential power consumption |
32 | 2,510 | 892 | Gestamp Vigo (Spain) has achieved an energy reduction in electricity through optimization in the extraction fan dedicated to a specific welding installation. After the implementation of an efficient extractor fan, there is no need to switch on the general extractor fan since this installation counts on its own as more efficient extractor. Thanks to this optimization the project has resulted to 27 MWh in energy savings. |
| Total general | 77 | 10,186 | 2,757 |

In 2024, the energy efficiency scope will be extended to 53 plants, and the reductions in consumption achieved through the measures implemented until now, will continue in 2024. Furthermore, new objectives for 2024 were defined based on the potential energy efficiency actions that could be implemented in each plant, as seen in the table below:
| Total MWh | Emissions avoided | |
|---|---|---|
| Target 2024 | 48,950 MWh | 12,025 tC02 |
From 2024 forward, Gestamp will keep working to optimize consumption at the plants involved in the project, endeavoring to find ideal consumption levels for production and auxiliary equipment. The dynamics of responsible consumption at the plants will be consolidated by implementing an energy performance standard at the plants. In this way, and by monitoring energy consumption, the plants will be capable of standardizing the expected performance, assessing, and predicting deviations by using energy production indicators for equipment and energy management.
Energy-related best practices are being integrated and consolidated in a cross-disciplinary manner across all the Group's teams strategies: ESG, R&D, new construction, expansions, Operations, etc.

Gestamp seeks to develop the circularity of its business model, promoting the use of its scrap as a secondary raw material in the production of low-emission steel, reducing the extraction of raw materials such as steel and aluminium and promoting the optimisation of waste management.

From the dual materiality analysis carried out, some impacts, risks and opportunities linked to the material topic Circular Economy have been identified:
| Type | DescripƟon | Severity | Probability | |
|---|---|---|---|---|
| + | ReducƟon of raw material extracƟon and CO2 emissions in the supply chain due to increased recycling and reuse of steel. |
N/A | ||
| Impact | + | Improved product quality and useful life due to more durable components, leading to a reducƟon in waste generaƟon. |
N/A | |
| Magnitude | Probability | |||
| Uncertainty arising from the current volaƟlity in green/low carbon steel prices. | ||||
| Risks | The difficulty of accessing secondary raw materials with sufficient quality guarantees curbs the progressive development of parts with a high content of "green" materials. |
|||
| Increase in Gestamp's business due to the inclusion of new products more aligned with the sustainability requirements of customers. |
||||
| DifferenƟaƟon from the compeƟƟon through low-emission steel/aluminium content that meets market needs. |
||||
| OpportuniƟes | Research to reduce vehicle weight and emissions offers the opportunity to reduce the use of raw materials in the manufacturing of parts. |
|||
| The manufacture of lighter parts helps increase vehicle efficiency and reduces fuel consumpƟon. |
||||
| Improved efficiency of producƟon systems through their digitalisaƟon and automaƟon (Industry 4.0). |

| Severity/Magnitude | Probability | |
|---|---|---|
| Low | Low | |
| Medium | Medium | |
| High | High | |
| N/A | Impact considered already exisƟng (real) so it does not have probability. |
As a result of Gestamp's circularity development efforts, some objectives have been established in the ESG 2025 Plan:
| DescripƟon | 2023 Results | 2025 ObjecƟves |
|---|---|---|
| Strengthen agreements with suppliers regarding steel with recycled content and the purchase of green steel. |
Tata Steel, SSAB and Arcelor MiƩal. |
Done |
| Partnerships with scrap management suppliers to promote circularity. |
AcquisiƟon of Gescrap | Done |
| Carbon footprint analysis of product families. | 20% | 100% |
| AENOR Circular Economy CerƟficaƟon | Gestamp's Circular Economy Strategy Management Model has been CerƟfied by AENOR |
Circular economy cerƟficaƟon of centers that represent 80% of total sales. |
Gestamp considers circularity to be one of the basic pillars of its sustainability strategy, identifying raw material consumption as one of its greatest areas of environmental impact. Seeking the generation of new materials with a high percentage of recycled content to mitigate this impact becomes especially relevant.
This is why Gestamp identifies the high value of its commitment to the circular economy and for a model based on:


However, Gestamp faces significant challenges related to the so-called "green" steel. Its availability is directly related to decarbonisation strategies and the investments of the main suppliers, which entails additional costs. Approval is also required to ensure that they meet the strict technical and quality requirements of customers. Similarly, there are obstacles to the acquisition of aluminium and other composite materials, which although used to a lesser extent by the company, present the same difficulties in terms of availability, costs and approval requirements.
Given the challenges of defining priorities in the circular economy, AENOR has developed a certification of the Circular Economy Strategy Management Model. This model provides organisations with a reference framework that helps determine the relevance of the aspects to be addressed and identify their contribution to international circular economy principles. In this regard, Gestamp has worked during 2023 on obtaining the AENOR Circular Economy certification, demonstrating its firm commitment to innovative practices in this area.

Gestamp has a series of corporate policies in order to implement its circular economy strategy and management across its value chain:

As part of its commitment to the circular economy and despite the challenges described, in recent years Gestamp has undertaken a series of measures and initiatives:
In 2023, Gestamp has begun carrying out the first tests with new, more sustainable materials thanks to the alliances forged with steel suppliers. In this sense, a steel with a high content of recycled material (>75%) and produced with renewable energy through an electric furnace (EAF) has been tested for the manufacture of a component of the chassis division. The first tests have proved successful, determining that this new material does not affect the proper performance of the part.
Thanks to the analysis of the product's carbon footprint (cradle-to-gate), it has been determined that with this material we could reduce the equivalent CO2 emissions of the component by up to 63%.

Although steel is the Group's main raw material, and most of the actions have been focused on this material, work is also in progress on signing agreements with aluminium suppliers to comply with the emission reduction and circularity requirements of customers, particularly projects related to battery boxes for electric vehicles.

With the acquisition in 2022 of 33.3% of the Gescrap Group specialised in the recycling of metals, Gestamp took a further step forward to promote circularity in its business model. This integration allows greater control over the management of metals, obtaining better traceability, and promoting and enabling their use in the production of low-emission steel and with a high content of recycled material.
In this regard, and thanks to the integration of Gescrap, Gestamp seeks to promote the availability of high-quality scrap in the automotive sector. An example of this is the agreement established with Tata on the mass balance where the amount of scrap supplied by Gestamp will be counted as part of the recycled steel material of the final product. In this way, the percentage of recycled material associated with the steel supplied to Gestamp has risen to 30% (from 17%), without it affecting quality, strength or conformability.
| Gestamp in the vehicle life cycle | |||||
|---|---|---|---|---|---|
| ----------------------------------- | -- | -- | -- | -- | -- |
| Stages | Gestamp's contribution | ||
|---|---|---|---|
| 1) Vehicle design and development stage |
Through our R&D departments, technological developments and customer and supplier collaboration, Gestamp offers solutions to reduce the weight of the parts it manufactures (one of the key factors in the commitment to the decarbonisation of the automotive sector). At this stage, the selection of production processes associated with manufacturing also plays a fundamental role. |
||
| Likewise, it becomes necessary to integrate, from the initial design conception phase, the possibilities of the materials used at the end of the useful life of the vehicle, in order to facilitate its recovery (ecodesign). |
|||
| 2) Manufacturing stage |
Gestamp uses environmental and social criteria to select its suppliers. |
||
| As a Tier 1 supplier of automotive components, Gestamp focuses its manufacturing activity on: |
|||
| Optimising the consumption of raw materials and natural resources. |
|||
| Optimising production processes and logistics. |
|||
| Energy efficiency. |
|||
| Correctly managing waste generated. |
In an environment where a common language becomes necessary when measuring the impact of a product on the environment and society, Gestamp is committed to life-cycle analysis as a differentiating factor in the development of its parts. These analyses:

Help highlight and reliably quantify the Group's circular strategy.
Despite the fact that the analyses carried out to date have focused on the Global Warming Potential (GWP) and on intermediate analyses of the product's life cycle (Cradle-to-Gate & Gateto-Gate), Gestamp is considering the possibility of including other categories of future environmental impact such as resource depletion and toxicity. Gestamp also aims to promote the complete analysis of the product life cycle (Cradle-to-Grave) in the coming years. For this, Gestamp has an internal PCF tool (Product Carbon Footprint) which carries out these analyses.
Gestamp has developed an automated carbon footprint calculation tool for the parts that it manufactures, mainly focused on the Chassis and Body in White divisions, although it plans to expand its scope to Tooling and Edscha. This tool has as its main input a complete database called Life Cycle Inventory adapted to Gestamp's main production processes and the most used raw materials. During its building, a detailed analysis of all production processes was carried out together with the energy efficiency team and its real-time consumption monitoring tool. Likewise, with highly relevant departments in the company, such as the purchasing department, which has worked on obtaining information on suppliers and raw materials; and the engineering and commercial departments, which knew the technical detail of the parts to be analysed.
During 2024, the aim is to certify the calculation methodology behind the PCF tool, as well as the inventory on which it is based.

As part of its circularity strategy, Gestamp is identifying KPIs that will help it to measure its circular economy performance and highlight the great efforts that the company has been making in this area for years. Therefore, various sources are being reviewed, such as:
Once these indicators have been identified, Gestamp will review the objectives contained in its ESG 2025 Plan in order to define new ones.

The environmental management carried out at Gestamp is comprehensive. Environmental criteria are applied in all production stages: from the selection of suppliers and optimization of raw materials to the management of energy consumption necessary for the manufacture of components, waste management and the management of greenhouse gas emissions in the company. product use phase.
Thanks to the double materiality analysis in which the most relevant aspects for the company have been identified, some notable Impacts, risks and opportunities in the material topics of Water and Circular Economy are5 :
| Type | Description | Severity | Probability | ||
|---|---|---|---|---|---|
| Impacts | + | Increase in water masses and/or decrease in the impact in areas of water stress as a result of improving efficiency in the consumption of water resources in the company's production processes. |
N/A | ||
| Description Magnitude Probability |
|||||
| Shortage of water availability that will affect those production processes that Risks integrate its use, generating an increase in operating costs. |
|||||
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| Impacts | - | Impact on the environment derived from inadequate management of the final destination of the waste generated (e.g. packaging materials, cardboard, plastics, pallets, among others). |
N/A | |
| Description | Magnitude | Probability | ||
| Risks | New expanded responsibility of the industrial packaging producer. |
| Severity/Magnitude | Probability | ||
|---|---|---|---|
| Low | Low | ||
| Medium | Medium | ||
| High | High | ||
| N/A | Impact considered already exisƟng (real) so it does not have probability. |
In order to minimize these impacts and the negative effects on the company and maximize the positive effects and impacts, Gestamp has an ESG plan in which the following objectives are established:
5 The double materiality analysis has identified that the material issues of Pollution and Biodiversity and ecosystems are not material, so the company's impacts, risks and opportunities in these areas are not detailed in this report.

| Description | 2023 Results | 2025 Objectives |
|---|---|---|
| Reduction of water consumption by sales (base year 2022) |
14.5 | 6% |
| Global monitoring of water consumption and its reuse in our processes and facilities |
Water consumption monitoring projects have been developed in 2 facilities. |
Done |
| Reduction of hazardous waste (base year 2021) |
+25.5 | -35% |
To achieve its objectives, which aim to minimize impacts and manage opportunities, Gestamp has different management models and associated policies.
In order to control and minimise the environmental impact of its activity, Gestamp has established an Environmental Policy that requires the following from all its production centres:
As of December 31, 2023, the Group had 94% of its plants certified according to the ISO 14001:2015 and/or EMAS standard. During the year, 2 new certifications have been achieved: Gestamp Pune II and Gestamp Wroclaw; and the certifications of Gestamp Kaluga and Gestamp Saint Petersburg have been lost due to the situation of these plants due to the war in Ukraine.
Each plant is audited both externally and internally every year. In order to carry out internal audits, the Group encourages cross audits in which two specialists from two plants audit a third plant in order to share experiences, replicate solutions, propose improvements, etc. This project is currently implemented in plants in Spain, Portugal, Germany and Brazil.
Furthermore, internal audits have been carried out in all plants that are included in the scope of the Zero Waste certification.

As a new measure implemented in 2023, internal audits have been carried out on the environmental information reported by the plants on the ENVRA platform. Through the verification of invoices and internal documents, it has been verified that the data on water, energy and waste consumption is correct and accurate. These audits have been carried out both electronically (plants in Spain) and in person (USA, France) and will be progressively extended over the next few years until they cover 100% of the Group.
Gestamp has a professional team dedicated to complying with environmental requirements both at the corporate level and at each of the production plants. Environmental technicians report quarterly to the corporate team, who monitor and evaluate the indicators.
All investments in systems, equipment and facilities in relation to the protection and improvement of the environment, as well as any expenses incurred with regard to the protection and improvement of the environment are set out below:
| 2021 | 2022 | 2023 | |
|---|---|---|---|
| Environmental investments (thousands of €) | 4,520 | 5,046 | 6,918 |
| Environmental expenses (thousands of €) | 1,685 | 1,965 | 2,295 |
Regarding environmental risks, Gestamp makes financial provisions to cover their implementation. Additionally, the company has guarantees in the form of insurance that can cover the occurrence of environmental risks:
During 2023, three environmental incidents have taken place in the USA that have affected the exterior surface of the factory; But in none of the three cases has it been necessary to activate the guarantees of the Environmental Liability Insurance that the Group has contracted. In 2022, there were no environmental incidents that caused the Environmental Liability Insurance to be activated.
Water is a limited natural resource for which Gestamp has savings and efficiency plans.
Water consumption at the production plants is predominantly for domestic use. At plants where surface treatment processes take place, such as painting or galvanising parts, or hydroforming processes, there is an industrial use of water. Only 29% of the Group's centres have such a process.
To monitor the development of water consumption, we use the Water Consumption Index, WCI, which measures the m3 of consumed water/€100,000 of added value. The significant variation experienced in this index depends on the part being painted, which directly relates to the projects being worked on with the customer at any given time.

The painting of skin parts, which will eventually be placed on the outside of vehicles, involves certain quality requirements that make it essential to frequently change the baths on the cataphoresis lines. As such, there is a considerable increase in water consumption. Conversely, the baths can be reused in the treatment of structural parts, which entails a low water consumption and a reduction in the WCI.
During 2023, the Group's level of activity has increased and yet a reduction in water consumption can be seen as a result of the saving measures implemented in the production centers. In this way, the Water Consumption Index has been reduced compared to the previous year.
| Water consumption according to the source (m3 ) |
2021 | 2022 | 2023 |
|---|---|---|---|
| Public Network | 1,383,704 | 1,584,713 | 1,570,338 |
| Surface Water | 0.241 | 0.240 | 0 |
| Underground Water | 255,162 | 206,835 | 183,212 |
| Total | 1,639,107 | 1,791,788 | 1,753,550 |
Although currently it cannot provide global data on discharge that includes all its centres, it estimates that 10% of water consumption evaporates in production processes and other losses, so 90% of water consumption would be considered as discharge.
Most of the plants discharge in a controlled way into the sewer system where adequate treatment is received through wastewater treatment plants.
In addition, very strict controls are applied to ensure that the quality of the water discharge is sufficient to meet all legal requirements in accordance with the applicable regulatory laws depending on the country and to minimise any possible impact. Specifically, all plants with painting lines have physical-chemical treatment for wastewater.
| Water consumption in water stress areas (m3 ) |
6 Reference level |
2022 | 2023 |
|---|---|---|---|
| India | Extremely high | 79,477 | 46,447 |
| Mexico | High | 138,638 | 146,415 |
| Portugal | High | 29,628 | 28,041 |
| Spain | High | 207,490 | 226,203 |
| Total | 455,233 | 447,106 | |
| % of total consumption | 25% | 25% |
Gestamp is implementing water monitoring systems to reduce its consumption and promote its recirculation and recycling in plants with production processes with intensive use of water and in regions with water stress:
6 It has been taken as a reference National Water Stress Rankings of World Resources Institute (2019).

| Water Consumption Index Evolution | 2021 | 2022 | 2023 |
|---|---|---|---|
| Water Consumption Index (m3 of water consumed /100,000 euros of added value) |
59 | 54 | 48 |
In addition, since 2015, it has been completed the CDP Water Disclosure questionnaire, specifically on water issues, publicly disclosing the water footprint and providing information on the different aspects in managing this resource. The rating obtained in the CDP Water 2022 was "B-", in line with the score for companies in the Metal Sector.
| CDP 2022 Water Score | Score (A, B, B-, C, C-, D, D-) |
|---|---|
| Gestamp | B |
| Average of Companies in the Metal Sector | C |
The manufacture of Gestamp parts requires the use of raw materials (steel, non-ferrous metals) and auxiliary materials (wire, welding gases, oils, etc.).
Furthermore, plants are constantly working on the characteristics of the procured materials, striving to gradually improve the way they are used, replacing oils and toxic or hazardous chemicals with other, less hazardous products or products that have a lower impact on the environment or human health.
Steel and aluminum are the most used raw materials in production processes, representing 96% and 3% by weight of the total materials consumed respectively. Gestamp works to reduce all this consumption by identifying and implementing good practices.
To a lesser extent, representing 2% of total consumables, products such as oil, paint and chemicals necessary as auxiliary materials for the development of productive activity are used in plants.
Efficiency in processes, quality, product and tool design are fundamental in order to optimise and reduce raw material consumption. Therefore, Gestamp monitors all of this every quarter by means of different management systems of the Group controlled by the plants, divisions and corporate from different perspectives, in addition to the environmental perspective, such as the areas of finance, purchasing, quality and the technical office, with the ultimate goal of achieving operational excellence.

| Consumo de Materias Primas y Materiales Aprovisionados (% Tn) |
2021 | 2022 | 2023 |
|---|---|---|---|
| Steel | 97% | 96% | 96% |
| Aluminium | 2% | 3% | 3% |
| Other procured materials: | 1% | 1% | 1% |
| Paint | 0.05% | 0.05% | 0.1% |
| Oil | 0.05% | 0.06% | 0.09% |
| Binder agent | 0.09% | 0.03% | 0.06% |
| Welding wire | 0.26% | 0.19% | 0.34% |
| Electrodes | 0.01% | 0.01% | 0.01% |
| Chemical products | 0.09% | 0.06% | 0.14% |
| Welding gases | 0.44% | 0.60% | 0.001% |
| Steel consumption per region (Tn) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Europe | 1,485,081 | 1,540,072 | 1,667,939 |
| North America | 1,112,524 | 541,567 | 541,748 |
| South America | 250,737 | 282,541 | 321,029 |
| Asia | 188,349 | 274,452 | 293,752 |
| Total | 3,036,691 | 2,638,632 | 2,824,468 |
During 2023, a total of 56,490 tons of waste have been generated without taking scrap into account. Of this total, 28,095 tons would correspond to non-hazardous waste and 28,395 tons to hazardous waste.
Of the total of non-hazardous waste, 95% corresponded to scrap metal. Scrap metal is a waste product that is 100% recyclable. Its reintroduction into the steel production process contributes to closing its life-cycle in accordance with the circular economy model.
| Types of waste generated (Tn) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Hazardous Waste | 23,289 | 24,034 | 28,395 |
| Non-Hazardous Waste | 23,222 | 26,982 | 28,095 |
| Scrap | 998,309 | 959,696 | 1,051,236 |
| Total | 1,044,820 | 1,010,712 | 1,107,726 |
The most frequently generated non-hazardous waste categories are wood, solid urban waste and paper/cardboard:

| 2022 % |
2023 | |||||
|---|---|---|---|---|---|---|
| Type of waste (%) | 2021 % |
% | Tonnes | Waste not intended for disposal |
Waste intended for disposal |
|
| Wood | 33% | 31% | 33% | 9,161 | 8,724 | 437 |
| Solid urban waste | 25% | 25% | 27% | 7,460 | 2,230 | 5,230 |
| Paper/cardboard | 13% | 11% | 13% | 3,657 | 3,450 | 207 |
| Non-hazardous sludge | 4% | 4% | 8% | 2,346 | 1,833 | 513 |
| Other non-hazardous metals | 12% | 12% | 6% | 1,767 | 1,759 | 8 |
| Other non-hazardous waste | 8% | 2% | 4% | 1,204 | 192 | 1,012 |
| Plastic containers | 3% | 3% | 4% | 1,157 | 1,104 | 53 |
| Non-hazardous oil | 2% | 2% | 2% | 638 | 630 | 8 |
| Process furnace waste | 1% | 0.3% | 72 | 27 | 45 | |
| Inert waste | 9% | 2% | 634 | 469 | 165 |
In the hazardous waste category, the most frequently generated type is contaminated water, sludge, used oils and contaminated materials (cloths and gloves stained mainly with oil).
| 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Type of hazardous waste | 2021 % |
2022 % |
% | Tonnes* | Waste not intended for |
Waste intended for |
|
| disposal | disposal | ||||||
| Polluted water | 69% | 74% | 74% | 20,881 | 17,482 | 3,399 | |
| Used oil | 8% | 4% | 4% | 1,134 | 1,077 | 57 | |
| Sludge | 8% | 8% | 8% | 2,367 | 444 | 1,923 | |
| Other waste | 6% | 1% | 1% | 299 | 10 | 289 | |
| Contaminated material | 3% | 3% | 4% | 1,177 | 584 | 593 | |
| Used oil filters | 0% | 0% | 0% | 77 | 2 | 75 | |
| Blasting dust | 2% | 2% | 1% | 368 | 224 | 144 | |
| Cutting oil | 1% | 3% | 2% | 698 | 587 | 111 | |
| Welding powder | 1% | 1% | 1% | 152 | 36 | 116 | |
| Contaminated packaging | 1% | 1% | 1% | 375 | 141 | 234 | |
| Chemical products | 1% | 1% | 331 | 25 | 306 | ||
| Others | 1% | 1% | 3% | 834 | - | - | |
| Electronic and electrical devices |
0.2% | 0.2% | 0.3% | 98 | 80 | 18 | |
| Mastics | 0.4% | 0.4% | 0.4% | 103 | 10 | 93 | |
| Welding filters | 0.1% | 0.1% | 0.1% | 38 | 4 | 34 | |
| Toner | 0.07% | 0.01% | 0.01% | 2 | 1 | 1 | |
| Solvents | 0.1% | 0.2% | 0.8% | 237 | 225 | 12 | |
| Medical waste | 0.02% | 0.05% | 0.01% | 3 | 0 | 3 | |
| Fluorescents | 0.02% | 0.01% | 0.02% | 5 | 4 | 1 | |
| Batteries | 0.1% | 0.01% | 0.1% | 28 | 27 | 1 | |
| Aerosol sprays | 0.02% | 0.04% | 11 | 6 | 5 |

*Due to rounding of decimals, the sum of tonnes generated by category and the total sum of tonnes may not be exact. There are additional breakdowns for the category Others that have not been included because they are not relevant in magnitude, so the total amount of tonnes broken down shown in the table is lower than that reported in the consolidated figures.
Gestamp works to reduce this waste at the plant; in particular for wastewater, of note is the following practice that was carried out in 2023:
The Gestamp Tool Hardening plant has managed to reduce the pollutant load of cleaning water of the plant for its subsequent incorporation in the water cycle.
Since soil cleaning water is the main waste generated by the plant and considering the difficulty in managing the pollutant load, GTH carried out, with the help of the competent authority, a project to reduce the pollutant load of soil cleaning water and allow management through the existing separator, which already treated other process water.
Relevant milestones:

During 2023, Gestamp has collected 1,157 tons of plastic packaging, of which 91% is recycled and 5% is sent to energy recovery treatments, with the other alternatives, such as sending to landfill, being the last of the recycling options. final destination for this waste with only 4%.

| Final Destination of Waste * | 2021 % |
2022 % |
2023 | |
|---|---|---|---|---|
| % | Toneladas | |||
| Recycling | 98% | 98% | 98% | 1,084,911 |
| Reuse | 0.2% | 0.2% | 0.3% | 3,659 |
| Landfill | 0.8% | 0.5% | 0.9% | 9,736 |
| Energy recovery | 0.3% | 0.5% | 0.4% | 4,056 |
| Other | 0.7% | 0.8% | 0.4% | 5,365 |
*Includes scrap. Plants within the scope of the "0 waste" and "towards 0 waste" certification (77% of plants included in the scope for environmental indicators).
If scrap is included in these percentages, 98% of the total waste has its final destination as recycling, reuse or energy recovery.

Group-wide, the company work with two indexes that show the trends in waste generation and management. During 2023, the business volume prior to the COVID and chip crisis has recovered. New projects have been started in several plants and this means a greater generation of waste during the first stages of the projects as a consequence of the modifications in the plant lines, which then stabilizes when entering production. Even so, thanks to the Circular Economy model implemented in the Group, it has been possible to maintain the Waste Production Index at a level similar to that achieved the previous year.
Regarding the Waste Management Index, the increase observed is due to the general increase in costs. Due to generalized inflation, during 2023 spending on waste management has increased more than added value.
| Waste Production Index Evolution | 2021 | 2022 | 2023 |
|---|---|---|---|
| Waste Production Index (tonne of waste/€1,000 million euros of added value) | 17 | 15 | 16 |
* Having increased the added value (11%) compared to last year, and maintaining the trend in the generation of total waste, the reduction in the index becomes more notable.

| Waste Management Index Evolution | 2021 | 2022 | 2023 |
|---|---|---|---|
| Waste Management Index (cost of waste management in thousands of euros/€10 million euros of added value) |
19 | 19 | 21 |
Certificación Residuo 0
In 2023, Gestamp continued to maintain the AENOR Zero Waste certification which it obtained in 2021, highlighting its Circular Economy model, capable of reintroducing the waste it generates back into the value chain.
The Zero Waste Regulation takes into account two types of certifications:
The verification, which has been carried out online and in person at all the plants within the certification perimeter in India and Brazil, has proven that the waste management systems of 63% of the Group's plants meet the requirements for the existence of complete traceability of waste. This monitoring includes, from its generation to its delivery to a manager for its recovery, ensuring the non-existence of waste with final destination to landfills and verification of the legal requirements associated with the waste management process.
Out of the percentage of verified plants, 15% obtained the Zero Waste certification (more than 90% of waste) and the remaining 48% meet the requirements for Towards Zero Waste (more than 60%).
The follow-up audits also highlighted the high level of collaboration and involvement of all participating staff in the process of implementing the scheme, the tidiness and cleanliness of the waste storage areas in all the plants audited, and the integration of some specific requirements of the Zero Waste Management System into the ISO 14001 Environmental Management Systems.

All of Gestamp's production plants are located in urban and industrial areas.
In 2023 we have updated the situation of the production centers in relation to nearby protected areas with respect to the catalogs of protected areas collected in the Natura 2000 Network, IUCN, Emerald Network and USA Wetlands. The study has concluded that, although 67% of the plants are located in an area close (<5km) or adjacent to a protected natural environment, given the characteristics of Gestamp's production processes, the direct impact on ecosystems is very low.


According to the internal risk assessment, the highest potential risk is considered to occur in plants with industrial surface treatment processes that discharge their water into public channels. Only 8 plants7 of the Group meet these conditions and, through internal audits, the necessary controls are carried out to guarantee that they have implemented an environmental accident/incident prevention plan that minimizes the occurrence of a possible event.
In parallel, as part of Gestamp's commitment to biodiversity protection, the company is voluntarily participating in two external initiatives:
For many years, Gestamp has worked with pioneering companies to develop tools that help integrate biodiversity into different business models which are currently in place. The work focuses on three main areas:

In 2023, Forética launched the business leadership initiative Nature Business Ambition in which Gestamp participates, in order to boost ambition, promote action and build alliances to help towards the recovery of nature and biodiversity as key factors in achieving a "Nature positive" planet by 2030:
7 These plants are found in Argentina, Brazil, China, Spain, France, Mexico and Portugal.

| Ambition | Action | Alliances | |
|---|---|---|---|
| Boost ambition and | Promote action by identifying | Build alliances with the main | |
| enhancement of the | business cases, trends and | national and international | |
| commitment of participating | major tools to move towards | stakeholders to become a | |
| companies | a "Nature positive" world | player of reference |

In order to comply with the climate and energy objectives proposed by the European Union for 2030, and in turn, achieve the Neutrality objective of the European Green Deal by 2050, it is essential that investments are directed towards sustainable projects and activities. In this way, the economy, companies and society in general will become more resilient to current and future climate and environmental consequences. This is why a common language and a clear definition of what is sustainable is needed.
In this sense, and to face this challenge, the European commission published a classification system called the EU Taxonomy (Regulation (EU) 2020/852), which aims to decarbonize the economy by defining what it considers as environmentally sustainable economic activities. As of today, said Regulation establishes the classification criteria for the activities defined for two of the six proposed environmental objectives, Mitigation and Adaptation to Climate Change:
| · Climate change mitigation | |
|---|---|
| · Transition to a circular economy | |
| · Adaptation to climate change | |
| · Prevention and control of pollution | |
| · Protection and sustainable use of water and marine resources | |
| · Protection and restoration of biodiversity and ecosystems |
Three delegated acts have been published supplementing Regulation (EU) 2020/852:

relevant nuclear and gas related activities in the list of economic activities covered by EU taxonomy8 .
According to article 8 of the Regulation, in 2023 companies must report:
The regulations establish a series of economic activities (eligible activities). For an activity to be considered aligned, it must contribute substantially to one of the environmental objectives (mitigation or adaptation to climate change), not cause significant harm to any of the remaining environmental objectives and comply with minimum social safeguards.
Likewise, the most relevant information must be included in relation to compliance with the regulations, the accounting policy and qualitative information that allows contextualizing the results obtained and facilitating the understanding of the KPIs.
In 2023 it has not been identified activities associated with other objectives beyond Climate Change Mitigation. However, in 2024 a review of the activities will be carried out as a result of the integration of Gescrap in the development of Non-Financial Information.
The scope of the analysis has included all the Gestamp Group's operating plants included in the scope of this non-financial information report (see chapter About this Report).
Gestamp, in an exercise of transparency and in compliance with the new regulatory requirements under the scope of application of the NFRD, carried out during 2021 the evaluation of the eligibility of its activity based on the criteria defined in the "European green taxonomy". In this
8 Gestamp does not carry out activities related to nuclear energy and fossil gas contemplated in the Complementary Climate Delegated Regulation. For this reason, no related information is presented considering the templates of Annex XII of the Delegated Disclosure Regulation.

initial exercise, Gestamp was positioned as eligible as defined in activity 3.3. of Manufacture of low-carbon technologies for transport, since it is an essential part of the manufacturing of the vehicles indicated in the technical selection criteria for said activity. However, automotive components were not explicitly mentioned in that description.
Due to the uncertainty regarding the application of the regulations and after having carried out the exercise internally, the European Commission published a Q&A on February 2, 2022 specifying that the activity of companies supplying automotive components was not eligible according to activity 3.3. Manufacturing of low-carbon technology vehicles for transportation described in the Taxonomy. For this reason, Gestamp finally concluded that it did not have activities associated with those considered eligible from the point of view of the Regulation.
During 2022 Gestamp again carried out the eligibility exercise for its activities taking into account the following factors:
Finally, during 2023, the European Commission published in the Official Journal of the European Union Commission Delegated Regulation (EU) 2023/2485 of June 27, 2023, which modifies Delegated Regulation (EU) 2021/2139 establishing additional technical selection criteria to determine the conditions under which an economic activity is considered to contribute substantially to climate change mitigation or adaptation, and to determine whether that economic activity does not cause harm significant to any of the other environmental objectives. Gestamp has carried out an analysis of the activities that this modification includes.
In this sense, within the study carried out, two additional activities have been considered to those finally reported as eligible according to the technical selection criteria:

| Activities studied and their adaptation to the technical selection criteria of the Taxonomy |
Eligibility Analysis |
|---|---|
| 3.3. Manufacturing of low-carbon technologies for transport: According to the latest EU FAQ of December 2022, in a generic way, for the activities of 3.1-3.6, the components can be counted if they fit the selection criteria. Likewise, key components are not explicitly mentioned. |
It is interpreted as not eligible according to the selection criteria established in the regulations. |
| 3.6. Manufacturing of other low-carbon technologies: The description would include the manufacturing of other technologies not included in previous activities (3.1-3.5), which constitute a significant decrease in the GHG emissions of the product during its life cycle compared to the best performing alternative. available on the market. At Gestamp, life cycle analyzes are carried out to corroborate product emissions, and new materials are also tested that would imply a significant reduction in the footprint compared to the best solution on the market. |
Not eligible due to complexity of data collection. Although Gestamp is carrying out life cycle analysis studies to prove the substantial reduction in emissions in the parts it manufactures, at the moment it is not feasible to obtain the figures associated with this activity. |
Finally, after the eligibility analysis carried out, it has been determined that the activities that fit the description provided by the Taxonomy of the activities carried out at Gestamp are 3.4 Manufacture of batteries, cells and accumulators and 3.18 Manufacture of automotive and mobility components.
This activity includes in its description the manufacture of rechargeable cells, batteries and accumulators for transport, stationary and off-grid energy storage and other industrial applications. Likewise, it includes the manufacturing of the components corresponding to them (active materials for cells, batteries and accumulators, battery cells, housings and electronic components). In this sense, Gestamp fits this last description thanks to the activity of manufacturing battery boxes or battery casings, which is carried out in the Group due to the company's commitment to electrification.
Described by the regulation as the manufacture, repair, maintenance, renewal, reconversion and modernization of mobility components for zero-emission personal mobility devices and approved automotive and mobility components, systems, independent technical units, parts and spare parts, designed and manufactured for use exclusively in vehicles and buses that meet the criteria established in this section and that are essential to ensure and improve the environmental performance of the vehicle. Taking this description into consideration, Gestamp includes in this activity the Door number Rings manufactured by hot stamping, which reduces the weight of the part and the final vehicle (improving the efficiency of the vehicle in terms of energy consumption) and are intended for electric vehicles.

For this year, a new study of the Group's activities has been carried out under the definition of the Taxonomy and the financial figures of INCN, CAPEX and OPEX for said activities have been calculated.
To this end, the technical selection criteria provided by Delegated Regulation 2021/2139 of July 4, 2021 have been considered, which complements Regulation (EU) 2020/852, for the environmental objectives of mitigation and adaptation and Delegated Regulation 2023/2485 of June 27, 2023.
| Mitigation taxonomic activity |
Eligibility Analysis |
Analysis of the adequacy of Gestamp's activities to the technical criteria of substantial contribution |
|---|---|---|
| 3.4. Manufacture of batteries, cells and accumulators |
Eligible according to the definition of the activity contemplated in the Climate Royal Decree. |
In 2022, electric vehicles enabled a net reduction of around 80 Mt of GHG emissions. As the electric vehicle fleet continues to grow, emissions reductions will become even more significant, playing a key role in achieving the goals set out in the Paris Agreement. Therefore, fundamental parts for the correct functioning of this type of vehicle, such as batteries and, therefore, battery boxes, are essential. Following this rationale and based on the comparison of the analysis of CO2eq/Km and total CO2eq emissions throughout the life cycle of a conventional vehicle versus an electric vehicle, we consider that battery boxes are essential for the substantial reduction of emissions. in transportation as the main component of electric vehicles. |
| 3.18. Manufacturing of automotive and mobility components |
Eligible according to the definition of the activity contemplated in the Climate Royal Decree. |
The technical description of this activity includes the manufacture, repair, maintenance, renewal, reconversion and modernization of components that are essential to ensure and improve the environmental performance of vehicles with zero direct CO2 emissions described in the Royal Decree. In this sense, Gestamp includes the manufacture of Door Rings through hot stamping, a production process that reduces the final weight of the vehicle. |
| The Door Ring is an essential part of the vehicle since it constitutes a fundamental part of the bodywork. Reducing the weight of this part through hot stamping makes the final vehicle lighter compared to parts that do not follow this production system. This is because thanks to this technology, the number of parts used is reduced and its thickness is reduced, allowing safer and lighter metal components to be manufactured, which means lightening the total weight of the vehicle, reducing energy consumption and, therefore, reducing CO2 emissions (improving the environmental performance of the vehicle). As shown in the analysis carried out on the life cycle of the Door Ring, the emissions associated with the raw material purchasing, manufacturing and vehicle use stages are reduced thanks to this technology. |
||
| Therefore, we consider that the lightening of parts is essential for the vehicle to improve its environmental performance as we show throughout the 2023 Annual Report. |
Technical selection criteria: substantial contribution to climate change mitigation

For activity 3.18. Manufacturing of automotive and mobility components, a detailed analysis of the DNSH requirements of each objective has been carried out:
An analysis of the Risks and Opportunities of Climate Change has been carried out in accordance with the criteria defined in Appendix A of the Regulation and taking as a starting point those risks listed in point II of the same appendix in which the plant that develops the aligned activity. For more information see chapter Path to neutrality.
An environmental impact assessment has been carried out on the plant that carries out the activity in which the risks of environmental degradation related to the preservation of water quality and the prevention of water stress are determined and addressed.
According to Gestamp's circularity strategy, Certified by AENOR, we ensure:
An analysis of the specific activity determined as eligible has allowed us to determine that polluting substances listed in Appendix C of the Regulation are not used.
The activity does not affect biodiversity or ecosystems and is not located in biodiversitysensitive areas or nearby (see Environmental Management chapter).
Gestamp is aligned with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on business and human rights, including the principles and rights established in the eight fundamental conventions referred to in the Declaration of the International Labor Organization regarding fundamental principles and rights at work and the International Bill of Human Rights.
In this regard, the company has a series of internal policies and procedures that ensure that there are no negative social impacts on stakeholders, such as the Human Rights Policy, the Human Rights Due Diligence Procedure, the Health and Safety Policy, the Anti-Corruption and Fraud Policy or the ESG Requirements for suppliers among others. Information in this regard is provided throughout this report:

| Main Aspects | Chapter | |||||
|---|---|---|---|---|---|---|
| - Human Rights |
||||||
| Human Rights | - Code of Conduct |
|||||
| - Corruption, Fraud and Bribery Prevention |
||||||
| Anti-corruption and Bribery | - Code of Conduct |
|||||
| - Talent development and training |
||||||
| Taxes | - Fiscal Strategy |
|||||
| Fair competition | - Ethics and Regulatory Compliance |
The results of the indicators have been the following for the eligibility exercise:
| Eligible Activities | Sales 2022 |
Sales 2023 |
Capex 2022 |
Capex 2023 |
Opex 2022 |
Opex 2023 |
|---|---|---|---|---|---|---|
| 3.4. Manufacture of batteries, cells and accumulators |
2.32% | 3.43% | 11.79% | 14.06% | - | - |
| 3.18. Manufacturing of automotive and mobility components* |
- | 0.76% | - | 4.70% | - | - |
| Total | 2.32% | 4.19% | 11.79% | 18.76% | - | - |
* For activity 3.18. Manufacturing of automotive and mobility components, no information is provided in 2022 as it is a new activity as indicated in the Gestamp compliance evaluation section.
The results of the indicators have been the following for the alignment exercise:
| Aligned Activities | Sales 2022 |
Sales 2023 |
Capex 2022 |
Capex 2023 |
Opex 2022 |
Opex 2023 |
|---|---|---|---|---|---|---|
| 3.18. Manufacturing of automotive and mobility components* |
- | 0.4% | - | 2.1% | - | - |
| Total | - | 0.4% | - | 2.1% | - | - |
* For activity 3.18. Manufacturing of automotive and mobility components, no information is provided in 2022 as it is a new activity as indicated in the Gestamp compliance evaluation section.
Gestamp has avoided double counting of activities during the analysis process by considering only one eligible activity, since the production of the same part could have fit into several activities.
Regarding the calculation process, the accounting data was taken from corporate financial systems, and the report thereof was additionally confirmed with plant teams. These calculations do not include intercompany transactions, so double accounting has not occurred in this sense either.

In the case of the Opex calculation, because the direct costs considered by the Regulation are not relevant compared to the total operating costs of the year, they have not been included as part of the report following the recommendations of the European Commission. Due to the immateriality of Opex, the corresponding table has been included in annexes (9. Opex Table).


Eligible CAPEX

Aligned sales figure 2023: €51.8 M CAPEX aligned 2023: €19.6 M
Gestamp recognizes the importance of establishing a business that is increasingly in line with what is established by the "European green taxonomy". In this sense, although the figures are not representative today, the percentage of eligible sales has doubled compared to last year. Likewise, due to the development of regulations and the integration of Gescrap in the 2024 Annual Report, as well as Gestamp's commitment to the development of more sustainable mobility and the circular economy, exponential growth is expected in the coming years of these indicators.
Gestamp will continue working on this analysis to be able to provide eligibility and alignment figures that are more in line with the reality of your business.


Proportion of business volume coming from products or services associated with economic activities that comply with the taxonomy corresponding to the year 2023:
| Financial year 2023 2023 |
Substantial contribution criteria | Criteria for absence of significant harm ("DNSH"). |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Co de s |
Ab so lut e T M€ ur no ve r |
Pro po rti on Tu rno ve r |
Cli ma te ch an ge m itig ati on |
Ad ap tat ch ion an to ge cl im ate |
W ate res r a ou nd rce m s ari ne |
Cir cu lar Ec on om y |
Po llu tio n |
Bio div ers ity an d e co sys te ms |
Cli ma te ch an ge m itig ati on |
Ad ap tat ch ion an to ge cl im ate |
W ate res r a ou nd rce m s ari ne |
Cir cu lar Ec on om y |
Po llu tio n |
Bio div ers ity an d e co sys te ms |
Mi nim um gu ara nte es |
Proportion of turnover that conforms to the year 2022 |
Category facilitating activity |
Category transitional activity |
| A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| A.1. Environmentally sustainable activities (conforming the taxonomy) | |||||||||||||||||||
| Manufacturing of automotive and mobility components | CCM 3.18 | 51.8 | 0.4% | S | N/EL | N/EL | N/EL | N/EL N/EL | S | S | S | S | S | S | S | 0% | F | ||
| Turnover of environmentally sustainable activities (conforming to the taxonomy) (A.1) |
51.8 | 0.4% | 0.4% | 0% | 0% | 0% | 0% | 0% | S | S | S | S | S | S | S | 0%* | |||
| Of which: facilitating | 51.8 | 100% 100% | 0% | 0% | 0% | 0% | 0% | S | S | S | S | S | S | S | 0% | F | |||
| Of which: transitional | 0 | 0% | 0% | S | S | S | S | S | S | S | 0% | T | |||||||
| A.2. Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy) | |||||||||||||||||||
| Manufacturing of automotive and mobility components | CCM 3.4 | 421.5 | 3.4% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 2.32% | |||||||||
| Manufacturing of automotive and mobility components | CCM 3.18 | 41.8 | 0.3% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 0% | |||||||||
| Turnover from activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform the taxonomy) (A.2) |
463.4 | 3.8% 3.78% | 0% | 0% | 0% | 0% | 0% | 2.32% | |||||||||||
| A. Turnover of eligible activities according to taxonomy (A.1+A.2) |
515.2 | 4.2% | 4.2% | 0% | 0% | 0% | 0% | 0% | 2.32% | ||||||||||
| B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| Turnover from non-eligible activities according to taxonomy (B) |
11,758.5 € | 95.8% | |||||||||||||||||
| TOTAL | 12,273.7 € | 100% |
*Last year it was 0% because no aligned figure was provided.


Proportion of CapEx coming from products or services associated with economic activities that comply with the taxonomy corresponding to the year 2023:
| Financial year 2023 | 2023 | Substantial contribution criteria | Criteria for absence of significant harm | ("DNSH"). | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Co de s |
Ab so lut e C ap Ex |
Pro po rti on of Ca pE x |
Cli ma te ch an ge m itig ati on |
Ad ap tat ch ion an to ge cl im ate |
W ate res r a ou nd rce m s ari ne |
Cir cu lar Ec on om y |
Po llu tio n |
Bio div ers ity an d e co sys te ms |
Cli ma te ch an ge m itig ati on |
Ad ap tat ch ion an to ge cl im ate |
W ate res r a ou nd rce m s ari ne |
Cir cu lar Ec on om y |
Po llu tio n |
Bio div ers ity an d e co sys te ms |
Mi nim um gu ara nte es |
Proportion of CapEx that conforms to the year 2022 |
Category facilitating activity |
Category transitional activity |
|
| A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY | ||||||||||||||||||||
| A.1. Environmentally sustainable activities (conforming the taxonomy) | ||||||||||||||||||||
| Manufacturing of automotive and mobility components | CCM 3.18 | 19.6 | 2.1% | S | N/EL | N/EL | N/EL | N/EL N/EL | S | S | S | S | S | S | S | 0% | F | |||
| CapEx of environmentally sustainable activities (conforming to the taxonomy) (A.1) |
19.6 | 2.1% | 2.1% | 0% | 0% | 0% | 0% | 0% | S | S | S | S | S | S | S | 0%* | ||||
| Of which: facilitating | 19.6 | 100% 100% | 0% | 0% | 0% | 0% | 0% | S | S | S | S | S | S | S | 0% | F | ||||
| Of which: transitional | 0 | 0% | 0% | S | S | S | S | S | S | S | 0% | T | ||||||||
| A.2. Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy) | ||||||||||||||||||||
| Manufacturing of automotive and mobility components | CCM 3.4 | 133.5 | 14.1% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 11.8% | ||||||||||
| Manufacturing of automotive and mobility components | CCM 3.18 | 25.0 | 2.6% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 0% | ||||||||||
| CapEx from activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform the taxonomy) (A.2) |
158.5 | 16.7% 16.7% | 0% | 0% | 0% | 0% | 0% | 11.8% | ||||||||||||
| A. CapEx of eligible activities according to taxonomy (A.1+A.2) | 178.1 | 18.8% 18.8% | 0% | 0% | 0% | 0% | 0% | 11.8% | ||||||||||||
| B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY | ||||||||||||||||||||
| CapEx from non-eligible activities according to taxonomy (B) | 771.56 € | 81.2% | ||||||||||||||||||
| TOTAL | 949.67 € | 100% |
*Last year it was 0% because no aligned figure was provided.


Proportion of OpEx coming from products or services associated with economic activities that comply with the taxonomy corresponding to the year 2023:
| Financial year 2023 | 2023 | Substantial contribution criteria | Criteria for absence of significant harm ("DNSH"). |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Co de s |
Ab so lut e O pE x |
Pro po rti on of O pE x |
Cli ma te ch an ge m itig ati on |
Ad ap tat ch ion an to ge cl im ate |
W ate res r a ou nd rce m s ari ne |
Cir cu lar Ec on om y |
Po llu tio n |
Bio div ers ity an d e co sys te ms |
Cli ma te ch an ge m itig ati on |
Ad ap tat ch ion an to ge cl im ate |
W ate res r a ou nd rce m s ari ne |
Cir cu lar Ec on om y |
Po llu tio n |
Bio div ers ity an d e co sys te ms |
Mi nim um gu ara nte es |
Proportion of OpEx that conforms to the year 2022 |
Category facilitating activity |
Category transitional activity |
| A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| A.1. Environmentally sustainable activities (conforming the taxonomy) | |||||||||||||||||||
| Manufacturing of automotive and mobility components | CCM 3.18 | 1.8 | 0.1% | S | N/EL | N/EL | N/EL | N/EL N/EL | S | S | S | S | S | S | S | 0% | F | ||
| OpEx of environmentally sustainable activities (conforming to the taxonomy) (A.1) |
1.8 | 0.1% | 0.1% | 0% | 0% | 0% | 0% | 0% | S | S | S | S | S | S | S | 0%* | |||
| Of which: facilitating | 1.8 | 100% 100% | 0% | 0% | 0% | 0% | 0% | S | S | S | S | S | S | S | 0% | F | |||
| Of which: transitional | 0 | 0% | 0% | S | S | S | S | S | S | S | 0% | T | |||||||
| A.2. Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy) | |||||||||||||||||||
| Manufacturing of automotive and mobility components | CCM 3.4 | 27.9 | 2.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 2.0% | |||||||||
| Manufacturing of automotive and mobility components | CCM 3.18 | 0.0 | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 0% | |||||||||
| OpEx from activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform the taxonomy) (A.2) |
27.9 | 2.0% | 2.0% | 0% | 0% | 0% | 0% | 0% | 2.0% | ||||||||||
| A. OpEx of eligible activities according to taxonomy (A.1+A.2) | 29.7 | 2.1% | 2.1% | 0% | 0% | 0% | 0% | 0% | 2.0% | ||||||||||
| B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| OpEx from non-eligible activities according to taxonomy (B) | 1,400.74 € | 97.9% | |||||||||||||||||
| TOTAL | 1,430.49 € | 100% |
*Last year it was 0% because no aligned figure was provided.

Our employees are the cornerstone of our company. As such, we strive to provide them with the training and tools needed for their professional growth, focusing on upskilling and reskilling to develop their talent regardless of age, gender, race or nationality.
The continuous growth and internationalisation of Gestamp has given rise to significant challenges in terms of culture, organisation and human resource management. The constant adaptation of the organisational structure to the growing needs of the Group, as well as workforce resizing, process standardisation, training in new technologies, talent management and the fostering of the corporate culture have all played a key role for Gestamp.
The double materiality assessment that was performed identified several impacts, risks and opportunities linked to the material topic Company employees:
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| + | Development of the technical skills of our employees through adapted and continuous training |
N/A | ||
| Impact | + | Safeguarding of rights in relation to freedom of association or alternative measures |
N/A | |
| + | Establishment of a robust due diligence process that allows for the prevention, mitigation and remedy of potential human rights violations. |
N/A | ||
| - | Increase or zero reduction in the employee gender gap. | |||
| Description | Magnitude | Probability | ||
| Operational difficulties and issues with project continuity due to low talent retention and high staff turnover. |
||||
| Risks | Fines, sanctions and strikes arising from breaches in relation to trade union activity and employee association, affecting the company's image and reputation. |
|||
| Reputational damage and administrative sanctions due to a lack of due diligence |
| Opportunities | Attraction of specialist and qualified staff due to new talent attraction plans that cover the company's new needs and safeguard its future development. |
|
|---|---|---|
| Increase in worker motivation due to policies and plans to boost motivation. | ||
| Improved reputation thanks to how the company's commitment to defending and respecting human rights is received by stakeholders. |
| Severity/Magnitude | Probability |
|---|---|
| Low | Low |
| Medium | Medium |
regarding human rights in suppliers, subcontractors and company employees.


N/A Impact already exists (real), so the probability rating does not apply.
To minimise the negative impacts and effects on the company and to maximise the positive impacts and effects, the key aims of Gestamp's ESG targets are:
| Description | 2023 Results | 2025 Objectives |
|---|---|---|
| Technical training of key staff involved in new technologies and digitalisation. |
100% | 100% of key staff |
| Development programmes for leadership positions. |
1 program | 1 program for at least 30% of leadership positions. |
| ESG training for Gestamp employees (2023). | 72.6%. In the coming years, new offers are expected to be launched |
1 new offer. |
| New female hires. | 27.5% | 27% |
| Development of the Global Equality, Diversity and Inclusion plan. |
Various equality, diversity and inclusion actions have been performed. See the section Diversity and equal opportunities. |
Done |
| People with disabilities. | 2.2% | 3% |
| 2025 ESG Plan |
With the aim of meeting these targets, the Human Resources Department oversees the management of our organisational structures and people on a company-wide, divisional, regional and production-centre level through the following actions:

Occupational health and safety is integrated at all levels of the organisation, from day-to-day tasks to company decisions, in order to ensure safe working conditions and facilities (for more information, see the section Occupational health and safety).
Gestamp has a range of policies and standards in place to ensure the correct management of its staff, including:
On 31 December 2023, the global workforce was 44,262 company employees (3.7% more than in 2022). This represents growth of 1.0% compared to 2019, when the company achieved organic growth of 51.8% following three large business acquisitions in 2010 and 2011.

Workforce at 31 December each year shown in the above chart.

| Continent | Total Employees |
Women | Men | Under 25s | Indefinite term contract |
Profession al youth training |
Disability | At the company > 10 years |
|---|---|---|---|---|---|---|---|---|
| Asia | 6,599 | 1,124 | 5,475 | 824 | 5,769 | 33 | 24 | 1,460 |
| Eastern Europe | 8,727 | 2,158 | 6,569 | 1,083 | 7,728 | 36 | 151 | 1,575 |
| North America | 7,658 | 2,044 | 5,614 | 945 | 7,363 | 12 | 17 | 815 |
| South America | 6,049 | 874 | 5,175 | 908 | 5,895 | 91 | 283 | 1,728 |
| Western Europe | 15,229 | 2,572 | 12,657 | 963 | 13,811 | 441 | 477 | 8,536 |
| Total Gestamp | 44,262 | 8,772 | 35,490 | 4,723 | 40,566 | 613 | 952 | 14,114 |
Workforce at 31 December each year shown in the above chart. Comparison with 2022, Annex (Table VIII)
| Nº of | Nº of | Men | Women | < 36 | 36-55 | Over 55 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| País | employees 2022 |
employees 2023 |
2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 |
| Alemania | 3,883 | 3,986 | 3,506 | 3,578 | 377 | 408 | 954 | 1,012 | 1,923 | 1,967 | 1,006 | 1,007 |
| Argentina | 858 | 922 | 794 | 844 | 64 | 78 | 158 | 186 | 625 | 644 | 75 | 92 |
| Brasil | 4,880 | 5,127 | 4,137 | 4,331 | 743 | 796 | 2,487 | 2,498 | 2,296 | 2,511 | 97 | 118 |
| Bulgaria | 187 | 204 | 136 | 147 | 51 | 57 | 23 | 67 | 95 | 117 | 69 | 20 |
| China | 4,901 | 5,288 | 3,992 | 4,259 | 909 | 1,029 | 2,691 | 2,756 | 2,154 | 2,473 | 56 | 59 |
| Corea del Sur | 184 | 171 | 177 | 166 | 7 | 5 | 63 | 43 | 112 | 122 | 9 | 6 |
| Eslovaquia | 397 | 433 | 241 | 266 | 156 | 167 | 139 | 155 | 225 | 250 | 33 | 28 |
| España | 5,958 | 6,104 | 4,892 | 4,979 | 1,066 | 1,125 | 1,052 | 1,095 | 4,104 | 4,122 | 802 | 887 |
| Estados Unidos | 4,095 | 4,156 | 3,125 | 3,153 | 970 | 1,003 | 1,624 | 1,557 | 1,859 | 1,931 | 612 | 668 |
| Francia | 1,604 | 1,602 | 1,310 | 1,303 | 294 | 299 | 331 | 347 | 1,058 | 1,035 | 215 | 220 |
| Hungría | 474 | 497 | 329 | 342 | 145 | 155 | 135 | 141 | 277 | 288 | 62 | 68 |
| India | 868 | 1,007 | 837 | 944 | 31 | 63 | 646 | 714 | 220 | 290 | 2 | 3 |
| Japón | 89 | 107 | 74 | 92 | 15 | 15 | 26 | 30 | 56 | 65 | 7 | 12 |
| Marruecos | 316 | 277 | 275 | 243 | 41 | 34 | 305 | 259 | 11 | 17 | 0 | 1 |
| México | 3,296 | 3,502 | 2,368 | 2,461 | 928 | 1,041 | 2,005 | 2,086 | 1,246 | 1,355 | 45 | 61 |
| Polonia | 1,196 | 1,181 | 896 | 896 | 300 | 285 | 568 | 543 | 573 | 596 | 55 | 42 |
| Portugal | 1,208 | 1,167 | 764 | 721 | 444 | 446 | 436 | 394 | 676 | 671 | 96 | 102 |
| Reino Unido | 1,832 | 1,844 | 1,637 | 1,629 | 195 | 215 | 525 | 497 | 808 | 816 | 499 | 531 |
| República Checa | 1,453 | 1,555 | 910 | 923 | 543 | 632 | 652 | 672 | 635 | 720 | 166 | 163 |
| Rumania | 462 | 794 | 252 | 439 | 210 | 355 | 195 | 347 | 244 | 392 | 23 | 55 |
| Rusia | 229 | 222 | 158 | 143 | 71 | 79 | 88 | 61 | 137 | 156 | 4 | 5 |
| Suecia | 241 | 249 | 203 | 204 | 38 | 45 | 63 | 73 | 130 | 125 | 48 | 51 |
| Tailandia | 10 | 11 | 2 | 2 | 8 | 9 | 8 | 6 | 2 | 5 | 0 | - |
| Taiwán | 19 | 15 | 16 | 12 | 3 | 3 | 1 | - | 12 | 11 | 6 | 4 |
| Turquía | 4,030 | 3,841 | 3,720 | 3,413 | 310 | 428 | 2,262 | 2,168 | 1,753 | 1,653 | 15 | 20 |
| Total Gestamp | 42,670 | 44,262 | 34,751 | 35,490 | 7,919 | 8,772 | 17,437 | 17,707 | 21,231 | 22,332 | 4,002 4,223 |
Workforce at 31 December each year shown in the above table.
At the end of 2023, in addition to the Group's 44,262 own employees, a further 4,847 people from temporary agencies worked for the Group and there were 657 subcontracted workers.
Regarding different types of employment, the Group has set out the following major professional categories:
In the same proportions as in previous years, on 31 December 2023, 19,385 (44%) of the Group's employees fell into the category of direct labour, 14,689 (33%) into the category of indirect labour and the remaining 10,188 (23%) into the category of office staff.

| Men | Women 2022 |
% | Total 2022 |
Men | Women 2023 |
% | Total 2023 |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | % | 2023 | % | |||||||
| Direct Labour | 14,414 | 78% | 4,060 | 22% | 18,474 | 14,816 | 76% | 4,569 | 24% | 19,385 |
| Indirect Labour | 13,351 | 91% | 1,275 | 9% | 14,626 | 13,286 | 90% | 1,403 | 10% | 14,689 |
| Office Staff | 6,986 | 73% | 2,584 | 27% | 9,570 | 7,388 | 73% | 2,800 | 27% | 10,188 |
| Total | 34,751 | 81% | 7,919 | 19% | 42,670 | 35,490 | 80% | 8,772 | 20% | 44,262 |
| Men 2022 |
Women 2022 | Total 2022 | Men 2023 |
Women 2023 |
Total 2023 | |
|---|---|---|---|---|---|---|
| Directors | 312 | 52 | 364 | 301 | 46 | 347 |
| Middle managers | 952 | 221 | 1,173 | 956 | 254 | 1,210 |
| All other employees | 28,569 | 6,811 | 35,380 | 29,360 | 7,344 | 36,704 |
| Total | 29,833 | 7,084 | 36,917 | 30,617 | 7,644 | 38,261 |
Figures represent workforce at end of year. The table includes all companies that use SAP (87% of the total workforce).
To attract talent, Gestamp has launched a number of local and corporate initiatives. The corporate training team has worked with educational institutions such as Comillas Pontifical University, the University of Deusto and several professional training centres and business schools to develop programmes that help meet the Group's needs in relation to highly specialised profiles.
In response to business demand on both a corporate and global level, Gestamp continues collaborating with the University of Deusto – giving classes on the Master's in Automotive Design and Manufacturing course – and Comillas Pontifical University, with its Chair for Connected Industry.
In 2023, the corporate selection team has mainly worked on the 3 following talent attraction initiatives:
1) Firstly, in collaboration with the corporate communication team, the selection team has sponsored Formula Student teams from the University of the Basque Country, Comillas Pontifical University in Madrid, the Technical University of Catalonia, Carlos III University in Madrid and Poznan University of Technology in Poland.
As part of this sponsorship, as well as providing financial support for each team to help them meet the financial and/or functional costs of their project activities, Gestamp has appointed a technical adviser from the Group as a mentor to guide and support each team through the vehicle design and manufacturing process. This has meant that the different teams can get to know Gestamp, learn about our technologies, products and processes and be supported by our R&D, I4.0 and Advanced Engineering areas.
2) Secondly, the corporate selection team, in collaboration with the internal communication and culture team, has worked on the launch of monthly newsletters. These newsletters feature the job vacancies published on the internal portal Gestamp Jobs with the aim of boosting talent attraction and internal mobility. The newsletters have different themes and

mainly focus on vacancies within a specific department or geographical area with a high volume of recruitment, such as the USA.
After the design and roll-out of the Corporate Selection Policy in 2022, 2023 saw the launch of reinforcement sessions and a weekly audit on the regions focusing on the onboarding process. The aim of the audit is to measure the extent to which this process is being fulfilled in accordance with the Corporate Selection Policy.
We also began to incorporate the CID perimeter in the Recruiting and Onboarding modules of the global selection tool (SAP SSFF) that was introduced in 2022. This perimeter could not be created and incorporated in 2022 because the corresponding taxonomy module was not finished.
Lastly, to measure the level of implementation of the global selection tool (SAP SSFF), a monthly audit was launched to audit the total number of hires performed each month in the tool following the procedure set out in the Corporate Selection Policy. Currently, the level of hires performed in accordance with the corporate procedure stands at 70%.
As an additional initiative linked to this point, in 2023, corporate selection KPIs were defined and automated, a structured control panel was developed and a global governance model was launched.
The aim of this control panel is to help our HR teams to quickly understand the status of the selection processes within their scope, providing them with a top-level overview of the key performance indicators (KPIs). Below follows a brief summary of the defined indicators:

People's talent and ability to work in a team are an essential asset for Gestamp's success. As such, personal and professional development is nurtured through a training model with the following key aims:
The process of developing and retaining talent is essential for the Group to have the best professionals and ensure the success of its strategy.
The company's growth in new markets and geographical areas has meant developing and providing career opportunities for employees in the organisation both in and away from their place of origin.
In addition, Gestamp has created a talent pool of highly trained professionals, leading to an increase in the internal promotion rate in 2023, rising to 93% in the case of division directors and country managers. In the case of plant managers, the internal promotion rate is 76%. This figure is somewhat lower due to the emergence of new markets where local hiring is more advisable. If we look at mature areas, such as Spain, France and Portugal, the internal vs external promotion rate jumps to 84.2%.
In 2023, as part of the Atenea Transformation Plan, Gestamp continued to work on strengthening the talent management programme on a uniform basis across all regions. Thus, the Group's talent is identified by a combination of two variables: employee performance and potential. In order to do this, an assessment process is carried out for a large section of the organisation, the results of which are reviewed on a yearly basis by the heads of each organisation and their Human Resources teams.
In 2023, this was launched for all employees classed as office staff, with a success rate of 97%. In this regard, all managers and HR teams have been trained to guarantee full understanding and proper implementation of the initiative.

At Gestamp, work has been done to shift the performance system towards a waterfall goal-setting meritocratic method that uses strategic priorities to link employee performance to the achievement of the Group's strategic objectives.
This system increases transparency, gives employees a clearer idea of what is expected of them and allows them to focus their work on achieving said objectives. As part of this system, the performance appraisal consists of a series of individual goals set at the start of the year by the manager of each employee based on the priorities set by the Group, a personal improvement goal and a series of leadership skills that will vary depending on the individual's role within the organisation. At the end of the year, each manager evaluates each goal and each skill, producing a final performance rating. Meetings are then held with the area managers to review and confirm the results of the appraisals and to draw up action plans where necessary.
To reward our employee's hard work, motivate them and align our interests, the evaluation of the individual goals set at the start of the year by the manager of each employee will be reflected in a percentage of the employee's annual variable remuneration, which consists of the following elements and relative weightings:
To make sure that these goals are achieved, feedback is used by managers as a key management tool. As such, in 2023, we launched a communication and training campaign to develop a culture of feedback and achieved 92% participation across all managers in the organisation.
In 2023, Gestamp carried out a total of 1,226,762 hours of training. The number of employees who participated in training activities was 323,060 and the average number of training hours per employee was 28.
| Average training hours | 2021 | 2022 | 2023 |
|---|---|---|---|
| Total number of training hours | 1,094,712 | 1,146,150.5 | 1,226,762 |
| Average direct workforce | 40,494 | 41,616 | 43,893 |
| Average hours of training per employee | 27 | 27.5 | 28 |
After designing and launching the Corporate Training and Development Policy in 2022, several initiatives were carried out in 2023 to strengthen a culture of learning, knowledge sharing and collaboration among employees and the implementation of practices and tools that promote learning and continuous improvement.

To continue promoting learning at Gestamp, in March 2023, we rolled out the new Gestamp Global Learning platform across the entire organisation. The aims of this update to our learning platform were to improve user experience, offer new programmes that are aligned with our global objectives and quality standards and to ensure that all Gestamp staff have access to a broad range of training programmes at any time and from any location.
In line with this idea of "Anytime & Anywhere", a mobile app was created so that all users, regardless of their role at the organisation, can access the training programmes. Through this

mobile app, we can break down the barriers to training faced by some users who do not have access to a computer or the internet as the app allows for offline training.
To further boost learning and development opportunities for Gestamp staff, in April 2023, the LinkedIn Learning training catalogue was added to our online learning platform. This catalogue includes over 16,000 courses in 13 different languages and is accessible from any device.
The content is applicable across a range of areas, in addition to specific Gestamp content, and it is delivered by leading experts in current areas of interest. In addition, the content consists of videos that are under 5 minutes long, offering the flexibility to continue learning "in the flow of work".
In 2023, a total of 1,500 licences were purchased.

The New Technologies Knowledge Transfer Model aims to close the current knowledge gap between the Innovation and Industry 4.0 teams and the plants. Cross-cutting knowledge aside, our priority is the processes and technologies that help us stand out on the market and that will help meet future business needs.
Thanks to this model, our staff can find what they need at any time and can reach out to experts in any area of knowledge within Gestamp.
To implement this transfer of knowledge, the Technological Knowledge Transfer Committee was created with business representatives and facilitated by the training and development team. The key actions of this committee are:

Employees are mainly trained in the workplace, which is a highly practical approach as it guarantees they develop knowledge of the Group's industrial processes and allows them to constantly adapt to technological innovation and customer requirements in areas such as safety, weight reduction and sustainable transport.
During the 2023 financial year, Gestamp's plants continued to focus on staff training and development, delivering a total of 1,200,795 hours of training. A total of 304,651 employees took part in this training, with each employee completing an average of 27.4 hours of in-plant training.

OS: Office staff IL: Indirect labour DL: Direct labour



In addition to the training reflected in these figures, we also ran global training programmes led by the Corporate Training and Development team, amounting to a total of 25,967 hours of training with 22,842 participants.
Some of the highlights of the global training programmes are:
As on other occasions, thanks to the continued collaboration between the training team and the Office of Technology and Innovation (TIO, Spanish acronym), we identified the need for an internal training workshop on hot stamping for extreme size parts: GES-Gigastamping®.
The workshop focused on product design, simulation and dies. It covered the entire stamping process and closed with Gestamp Mason's experience of manufacturing these parts.
Another key element was the opportunity for participants to expand their network of contacts within the Group and to identify experts in different fields. Given the size of the Group and the range of locations, this aspect is essential for sharing experiences and improving practices.

By the end of 2023, the Gestamp Technology Institute, Gestamp Group's training centre of excellence, saw over 120 people complete this exciting training workshop.
Given the new weight-reduction requirements for electric vehicles, the automotive sector has seen a notable rise in the use of aluminium.
The aim of intensive training in aluminium hot stamping is to establish a solid foundation in this emerging field and to build on this knowledge of high-strength aluminium hot stamping.
As such, in 2023, we launched the first of these training sessions for our R&D teams who are responsible for the development of this technology at Gestamp.


Given the scarcity and importance of certain professional profiles on the labour market and the need to strengthen our team of backend developers, we have created a talent attraction and development programme for young professionals from technical training programmes (grados superiores) in information technology, with the aim of recruiting them into the Group.
The content of this programme was designed by experts from the Industry 4.0 team in response to the current and future needs of their department. The programme has spanned a total of 265 hours.
It has been delivered by an external provider and monitored at all times by internal staff. It has also included regular progress meetings with the students.
Ten people started the programme, of which eight have already joined Gestamp and are working on projects in Madrid and Boroa.
At Gestamp, we are deeply committed to creating a safe working environment that ensures equal access to professional and personal development for all. As such, our Global Equality, Diversity and Inclusion Policy sets out a series of rules and regulations in line with the relevant legislation in force, ethical standards and social responsibility.
To ensure that all staff are aware of the Global Equality, Diversity and Inclusion Policy, we have designed online training available in the 16 languages used in the Group. This training is compulsory for all existing staff or newly hired staff since November 2023. It provides an understanding of the pillars of the Global Equality, Diversity and Inclusion Policy and the protocols to be followed in the event of any form of harassment in the workplace.


This new training represents yet another step towards guaranteeing that Gestamp's equality principles are respected and followed in each and every initiative, action and workplace behaviour.
With a view to guaranteeing the future of the company, 2023 saw the second edition of the Plant Director Development Programme. This programme aims to ensure that our plant directors have the right level of skills, a global culture and a shared leadership approach.
It has been adapted specifically to our needs and developed by Gestamp in collaboration with the Hult Ashridge business school. Feedback from participants in the first edition of the programme informed the design of this second edition to create a highly refined programme.

The learning plan started in May 2023 with 27 participants and will finish in March 2024.
On the other hand, in October 2023, we launched the first edition of the "Leadership Development Programme". The aim of this programme is to develop and promote a solid foundation in leadership and to strengthen the skills of Gestamp professionals, equipping them to take on more senior roles in the future.
This programme, developed by Gestamp in collaboration with the Hult Ashridge business school, focuses on the development of key leadership skills, promotion of strategic thinking and

enhancement of interpersonal skills, training leaders who can excel in complex business environments.
A total of 96 participants with different profiles and from 14 different countries were selected take part in this first edition of the programme, which will run until June 2024.
In terms of our commitment to developing female talent, as in previous years, we took part in the Promociona executive development programme run by the Spanish Confederation of Business Organisations (CEOE).
Lastly, the 2023 training programme for members of the Board of Directors was aligned with the company's strategic objectives and structured around ESG, electric vehicles, cybersecurity and the Criminal Risk Prevention Plan. It consisted of 5 online sessions with e-learning content that could be accessed through the Gestamp Global Learning online campus.
Gestamp is committed to investing in social benefits that improve the quality of life of its employees and their families, with a focus on health and wellbeing resources. While these benefits are managed locally and will vary depending on the country where the employee works, the company is working on a proposal to ensure access to a minimum level of benefits in all countries, thereby improving the Group's employee value proposition.
Gestamp is constantly looking for ways to continue offering programmes that are adapted to the local conditions in each country, raising up its employees to empower them and support them according to their different needs.
In 2023, we organised initiatives that focused on our employees' physical and emotional wellbeing, supporting the different cultures and customs in each country. These initiatives took place in a range of different locations, always in line with local customs, and included sports activities, family days, volunteering, mental health awareness activities and cultural activities. All these activities shared the common goal of promoting healthy lifestyles, teamwork and commitment. In addition, various employee benefit programmes were implemented in a range of countries, considering the specific needs of each group and market. These benefits included a flexible remuneration plan, physiotherapy, annual health checks, employee assistance programmes, discount packages for savings on day-to-day expenses, etc.

The percentages of Gestamp Group employees with access to some of the main benefits are presented below:
| Benefit | % of employees with access to the benefit |
|---|---|
| Health insurance | 72% |
| Life insurance | 74% |
| Pension plan/Savings plan | 56% |
| Wellbeing benefits | 68% |
The employee value proposition will continue to be a central theme in Gestamp's 2024 benefits strategy, seeking to enhance the employee experience and our commitment to sustainability, and aiming to have a positive impact on employees across the entire Group.
Gestamp employs highly qualified individuals who have the option to move country for a period of time in order to meet the specific needs of certain locations. In many cases, such mobility gives them the chance to lead new projects, like setting up a new plant or implementing new technologies or processes. This capacity to move talent provides flexibility and agility when executing projects.
There are two types of groups:
Once the ultimate goal has been achieved, these employees return to their original work centres, leaving the project in the hands of local employees, who take with full or near-full responsibility for its management.
We have a Corporate Policy that aims to establish, order, define and oversee the regulations and guidelines that govern employee expatriation within the Group, regardless of the country of origin and/or destination country.
In 2023, we had a total of 67 expatriate employees working abroad for over a year, providing international support.

| Country | Origin | Destination |
|---|---|---|
| Brazil | 1 | 1 |
| Bulgaria | 4 | |
| China | 14 | |
| France | 2 | 2 |
| Germany | 4 | 4 |
| Hungary | 1 | |
| India | 2 | |
| Morocco | 2 | |
| Mexico | 2 | 6 |
| Poland | 5 | |
| Russia | 1 | 2 |
| Slovakia | 3 | |
| Spain | 50 | |
| Sweden | 1 | |
| United Kingdom | 4 | 1 |
| Turkey | 2 | |
| USA | 2 | 18 |
| Total | 67 | 67 |
Given the nature of the business, at Gestamp's production plants, groups classified as Direct and Indirect Labour have to work in shifts. However, Gestamp promotes shift rotation with the aim of facilitating the adjustment of working hours to workers' specific needs.
For office-based workers in many regions, remote work measures have continued to be employed, in addition to other measures that promote flexibility and a good work-life balance, such as flexible working hours.
In 2023, 109 of Gestamp's work centres (103 in 2022) implemented measures related to improving the work-life balance.
At Gestamp, labour relations are managed in accordance with union and labour legislation that applies to each geographical area. With union representation in each production plant, all aspects relating to union, labour and employee contractual relations are negotiated.
In 2023, 66% of employees were covered by a collective bargaining agreement (67% in 2022). There are specific Occupational Health and Safety Committees in most production plants. In 2022, 93% of plants had employee consultation and participation mechanisms in place relating to occupational risk prevention (3% less than in 2022 since Turkey is not excluded).
In certain geographical areas, where required due to historical, cultural or legal obligations, we have inter-centre committees that complement the in-plant negotiating framework.

| Total | Total | |||||
|---|---|---|---|---|---|---|
| Total | Employees | % | Total | Employees | % | |
| Country | Direct | Covered | Employees | Direct | Covered | Employees |
| Employees | by | Covered | Employees | by | Covered | |
| 2022 | Agreement | 2022 | 2023 | Agreement | 2023 | |
| 2022 | 2023 | |||||
| Germany | 3,883 | 3,828 | 99% | 3,914 | 3,827 | 98% |
| Argentina | 858 | 858 | 100% | 922 | 922 | 100% |
| Brazil | 4,880 | 4,880 | 100% | 5,127 | 5,127 | 100% |
| Bulgaria | 187 | 187 | 100% | 204 | 204 | 100% |
| South Korea | 184 | 144 | 78% | 171 | 128 | 75% |
| Slovakia | 397 | 277 | 70% | 433 | 306 | 71% |
| Spain | 5,958 | 5,803 | 97% | 6,104 | 5,891 | 97% |
| USA | 4,095 | 103 | 3% | 4,179 | 102 | 2% |
| France | 1,604 | 1,604 | 100% | 1,602 | 1,593 | 99% |
| Hungary | 474 | 0 | 0% | 497 | 0 | 0% |
| India | 868 | 446 | 51% | 1,007 | 256 | 25% |
| Japan | 89 | 83 | 93% | 107 | 74 | 69% |
| Morocco | 316 | 0 | 0% | 277 | 0 | 0% |
| Mexico | 3,296 | 1,999 | 61% | 3,551 | 1,651 | 46% |
| Poland | 1,196 | 1,196 | 100% | 1,181 | 1,181 | 100% |
| Portugal | 1,208 | 648 | 54% | 1,167 | 657 | 56% |
| United Kingdom | 1,832 | 1,202 | 66% | 1,844 | 1,791 | 97% |
| Czech Republic | 1,453 | 0 | 0% | 1,555 | 0 | 0% |
| People's Republic of China | 4,901 | 758 | 15% | 5,288 | 701 | 13% |
| Romania | 462 | 462 | 100% | 794 | 794 | 100% |
| Russia | 229 | 0 | 0% | 222 | 0 | 0% |
| Sweden | 241 | 241 | 100% | 249 | 249 | 100% |
| Thailand | 10 | 0 | 0% | 11 | 0 | 0% |
| Taiwan | 19 | 0 | 0% | 15 | 0 | 0% |
| Turkey | 4,030 | 4,030 | 100% | 3,841 | 3,841 | 100% |
| Total Gestamp | 42,670 | 28,749 | 67% | 44,262 | 29,295 | 66% |
100% Scope of the consolidation perimeter.
The company has a European Committee that represents all of the countries in its scope, and it organises working groups tasked with combating issues relating to sustainability and risk prevention.
Gestamp places special emphasis on issues that are essential to the Group: respect for union and labour legislation, non-discrimination policies, compliance with the Code of Conduct, occupational health and safety, and training and development in key areas to ensure the correct implementation of the business strategy, which always follows the framework for fundamental rights at work set out in the International Labour Organization (ILO)'s agreements.
Communication with employees and their representatives is fundamental for Gestamp as it allows open, trusting relationships to be built.
The Group facilitates channels for two-way communication in order to provide employees with important information and gain a better understanding of their real concerns and worries.

Each centre has its own formal channels for communication between the company and its employees. The most common channels are the local and corporate intranet, the internal newsletter, the satisfaction and organisational climate survey, the suggestion box and the information channels.
Employees also have access to established communication channels at the Compliance Office through which they can report or submit queries regarding the Code of Conduct. The Group has a corporate intranet that provides information on the most significant matters relating to the organisation on a corporate, divisional, plant and individual level.
During 2023, a total of 171 management companies of the Gestamp Group have carried out climate surveys aimed at their staff. These surveys were aimed at a total of 43,674 employees, which corresponds to 98.67% of the total Group workforce at the end of the year. The average number of employees satisfied with the Organization has been 79.14%.
To reach this figure, the results were standardised to come up with a global satisfaction score given that each work centre conducted a specific survey for its workforce.
The absenteeism rate at Gestamp is stable and has improved compared with the previous year, standing at 4.4%. The total number of absenteeism hours in 2023 was 3,477,290, representing an average of 6.6 absenteeism hours per month per employee. These absenteeism hours include absences due to common illness (67.3%), work-related accidents and illnesses (15.9%), accidents on the way to/from work (0.4%) and absences without a valid reason (10.8%).
| 2022 | 2023 | |||||
|---|---|---|---|---|---|---|
| Region | Scheduled hours of work |
Abs. Hours | Abs. (%) | Scheduled hours of work |
Abs. Hours | Abs. (%) |
| Asia | 10,354,256 | 203,245 | 1.7% | 11,756,552 | 213,730 | 1.8% |
| Eastern Europe | 15,510,333 | 847,593 | 5.2% | 16,295,826 | 764,363 | 4.7% |
| North America | 15,087,148 | 394,158 | 2.5% | 15,609,455 | 337,208 | 2.2% |
| South America | 10,138,615 | 449,072 | 4.1% | 11,076,622 | 387,964 | 3.5% |
| Western Europe |
23,848,092 | 1,843,017 | 7.6% | 24,274,585 | 1,774,024 | 7.3% |
| Total Gestamp | 74,938,444 | 3,737,085 | 5.0% | 79,013,041 | 3,477,290 | 4.4% |
*The absenteeism rate is the ratio of total absenteeism hours in the Group compared to the total scheduled hours of work.
See Total Hours of Absence by Country in Annex.
Information linked to the Chapter 5.1. Talent, which can be found in the ANNEXES section.
Gestamp, in line with its equal opportunities principle enshrined in its Code of Conduct, promotes gender equality in access to employment, in the promotion of professionals and in equal pay.
Remuneration is based on levels of responsibility, external competitiveness and professional career path, avoiding differences between men and women other than the merits achieved in the performance of their work.
Average remuneration is the average compensation received by all members of the eligible collective, which takes into account all money received: fixed salary and annual variable pay, extrapolated to full-time hours. In addition, the amounts have been converted to euros using the average exchange rate for 2023. By including the exchange rate variable, the differences between remuneration may be due to macroeconomic variables that are not linked to the Gestamp remuneration policy.
This calculation method is the same as the method used for the past two years and therefore the data is comparable.
Just as in 2022, to calculate the average remuneration for 2023, we have chosen to calculate it by category. This allows us to obtain uniform collectives from a responsibility point of view, an aspect which is directly linked to our employees' remuneration.
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Men | Women | Total | Men | Women | Total | |
| Directors (1) | 177,972 | 144,648 | 173,565 | 166,985 | 119,232 | 160,185 |
| Middle managers (2) | 79,529 | 74,807 | 78,529 | 73,027 | 67,910 | 72,043 |
| All other employees | 26,796 | 22,540 | 25,943 | 25,206 | 21,461 | 24,486 |
| Total | 29,795 | 24,955 | 28,826 | 27,982 | 23,523 | 27,126 |
Average remuneration data includes theoretical total annual wages. Scope: 85.9% of the workforce (97.1% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate.

The following section details the average salary for employees based in Spain, the country where the Group is most active.
This analysis eliminates variables from the previous section that affected the outcome, such as the cost-of-living differential, differences in local markets and currency fluctuation.
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Men | Women | Total | Men | Women | Total | |
| Directors (1) | 187,094 | 154,371 | 181,361 | 177,740 | 132,203 | 168,894 |
| Middle managers (2) | 73,982 | 73,502 | 73,851 | 67,225 | 68,062 | 67,445 |
| All other employees | 35,534 | 35,940 | 35,608 | 33,674 | 33,442 | 33,633 |
| Total | 40,928 | 41,439 | 41,023 | 38,648 | 38,593 | 38,638 |
Average remuneration data includes theoretical total annual wages. Scope: Spain
The following shows the average remuneration by age in 2023.
As in 2022, three broad groups have been established in line with the other reports referred to in this document.
| < 34 | 36-55 | > 55 | Total | |
|---|---|---|---|---|
| 2023 | 20,468 | 31,719 | 42,527 | 28,826 |
| 2022 | 18,915 | 30,308 | 40,835 | 27,126 |
Average remuneration data includes theoretical total annual wages. Scope: 85.9% of the workforce (97.1% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate.
The following section details the average salary, broken down by age, for employees based in Spain, the country where the Group is most active.
This analysis eliminates variables from the previous section that affected the outcome, such as the cost-of-living differential, differences in local markets and currency fluctuation.
| < 34 | 36-55 | > 55 | Total | |
|---|---|---|---|---|
| 2023 | 33.973 | 40.961 | 49.096 | 41.023 |
| 2022 | 32.189 | 38.705 | 46.071 | 38.638 |
Average remuneration data includes theoretical total annual wages. Scope: Spain

The gender pay gap is the clearest indicator in terms of methodology when analysing the difference in salary between men and women. It is calculated by taking the average remuneration of each country (including fixed salary and variable remuneration, extrapolated to full-time hours and for the whole year). The calculation per country takes into consideration the relative size of each country by dividing it among all eligible employees. This allows us to achieve a reliable global indicator of the difference in salary between men and women.
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Gender Pay Gap | 7,90% | 6,60% | 7,83% |
The result of the salary gap calculation is 7.9% for total remuneration (fixed remuneration + variable remuneration).
The same calculation method was used in financial year 2022.
The 2022 salary gap calculation is based on the great effort made by the company in implementing its own unique global professional classification system, named Gestamp Group Grading System (G3S). The system was fully introduced by the end of 2022, reaching a maximum level of classification detail. In 2023, classification audits were performed to ensure the quality of the data and reflection of the organisational changes in the classification system. The work performed in 2022 and the revisions in 2023 have given us an up-to-date, robust and reliable database for comparing positions with the same level of remuneration.
The analyses were based on the active workforces at 31 December 2023 in 21 countries (Argentina, Germany, Brazil, China, South Korea, Slovakia, Spain, USA, France, Hungary, India, Italy, Japan, Mexico, Poland, Portugal, Czechia, Russia, Sweden, Taiwan and the UK). In 2023, Russia was added to the analysis, while it was excluded in 2022 given the geopolitical situation. As a result, the scope covers 97.1% of the Gestamp workforce (excluding joint ventures) and a total of 38,001 employees. In 2022, the scope covered 36,468 employees. Joint ventures were excluded from the calculation because Gestamp is not responsible for managing their remuneration.
Following the methodology used in 2022, the analysis does not include interns, expatriate workers, cases of long-term leave, partial retirement and companies that do not use the SAP HCM system. These exclusions make up the difference between 97.1% of the Gestamp workforce and 100% of the Gestamp workforce.
The gender pay gap calculation is made using the theoretical annual remuneration, extrapolated to full-time hours. This information is automatically extracted from the SAP HCM system. To reaffirm the quality of the data and review of eligible employees, all information has been validated with the local HR teams. The automated extraction of the entire database was possible thanks to efforts to improve data quality in recent years. These improvements include the interconnection between payroll systems and the definition of salary additions across the Group.
The method, aligned with the method used in 2022, compares employees in positions with the same level of remuneration according to the Gestamp classification system (G3S). The levels of remuneration are used to define the salary bands. This allows the policy to be linked to objective criteria and guarantees there is no discrimination of any kind.
The following table shows the workforce broken down by gender for the past three years. If we compare this year with the previous year, there is a clear improvement in the number of women, rising from 19.20% of total employees in 2022 to 20.18% in 2023.
In terms of women holding positions of responsibility, according to the Gestamp Global Grading System (G3S) methodology, 13.66% of management and 21.46% of medium-level positions are held by women. In the case of middle management, there has been a significant increase in the presence of women, rising from 18.80% in 2022 to 21.46% in 2023, surpassing the total percentages of women in the organisation.
| Women | Men | ||||||
|---|---|---|---|---|---|---|---|
| Professional Classification | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |
| Directors (1) | 13,66% | 14,30% | 15,30% | 86,34% | 85,70% | 84,70% | |
| Middle managers (2) | 21,46% | 18,80% | 20,40% | 78,54% | 81,20% | 79,60% | |
| All other employees | 20,20% | 19,30% | 18,60% | 79,80% | 80,70% | 81,40% | |
| Total | 20,18% | 19,20% | 18,60% | 79,82% | 80,80% | 81,40% |
Scope: Gestamp workforce, excluding joint ventures.
Gestamp promotes diversity, recognising it as a key competitive advantage for its business, while it gives priority to equity and inclusion in its people management model. Gestamp respects the rights of equality and non-discrimination on the grounds of gender, sexual orientation, social origin, ethnic origin, age, disability and religion, among others. This is provided for in the company's Code of Conduct and the sixth goal of the UN Global Compact, which the Group has complied with since 2008.
In 2023, Gestamp approved an Equality, Diversity and Inclusion Policy that promotes equal opportunities, non-discrimination, diversity and inclusion of all Gestamp Group employees, in accordance with the legislation in force in each country and following international good practices. This includes the provisions of the Sustainable Development Goals (SDG) approved by the UN, specifically SDG 5: Gender Equality and SDG 10: Reduced Inequalities.
In 2024, as part of the Strategic ESG Plan, we are planning to create a Global Equality, Diversity and Inclusion plan for the whole Group. With this plan, we aim to perform a deeper analysis of diversity across the different geographical regions and to strengthen the areas of action for specific groups.
In 2023, Gestamp has worked on the geographical expansion of its gender equality policies through the following actions:

on the Equality Policy and the sexual harassment prevention protocol, among other actions, to support implementation on a local level.
At Gestamp, women represent 20% of the Group's total workforce.
The automotive industry clearly has plenty of work to do to reach gender parity, due in part to the traditional masculinisation of the sector and the continued underrepresentation of women in STEM careers (science, technology, engineering and maths).
Gestamp strives to increase the proportion of women in its workforce. This effort is reflected in the percentage of female recruits, which grew from 22% in 2018 to almost 27.5% in 2023. This shows a positive trend, thanks in large part to the measures included in the Equality Plans at Group level and the awareness of the Group's HR teams.
In terms of women holding positions of responsibility, 13.3% of management and 21.0% of medium-level positions are held by women. In the average remuneration analysis, we have chosen to group by category rather than by type of labour as this allows for a better reflection of the pay reality by creating homogeneous groups in terms of responsibility, which is reflected in remuneration.
It's not always easy to find women in selection processes for certain common positions in the automotive sector, such as die-makers, welders and maintenance specialists. Even so, at some work centres, there is almost an equal ratio of women to men.
| Region | Female | Male | Total 2022 | Female | Male | Total 2023 |
|---|---|---|---|---|---|---|
| Asia | 467 | 2,555 | 3,022 | 420 | 1,762 | 2,182 |
| Eastern Europe | 267 | 535 | 802 | 337 | 526 | 863 |
| North America | 1,591 | 3,117 | 4,708 | 1,336 | 2,737 | 4,073 |
| South America | 262 | 1,298 | 1,560 | 225 | 1,138 | 1,363 |
| Western Europe | 569 | 1,699 | 2,268 | 618 | 1,575 | 2,193 |
| Total Gestamp | 3,156 | 9,204 | 12,360 | 2,936 | 7,738 | 10,674 |
| % | 25.5% | 74.5% | 100.0% | 27.5% | 72.5% | 100.0% |
In 2023, 27.5% of new hires were women, which is 7.5 percentage points higher than the percentage of women on staff (20%)

The Target Gender Equality accelerator programme, organised by the UN Global Compact, provides companies with support in defining and reaching ambitious business objectives in order to promote gender equality. This initiative is run in collaboration with the Global Compact Local Networks and helps companies set targets and develop capacity-building actions to increase women's representation and leadership.

This is the first year that Gestamp has been part of this Spanish stock exchange and market (BME) index, complying with the compulsory gender equality requirements: To be part of the index, companies must have between 25% and 75% female presence on their Board of Directors and between 15% and 85% in senior management positions.
In its plants in India, Gestamp has started the 'Gender Equality Vision 2020-2025' programme with the aim of reaching a 20% female workforce by 2025. In the context of an inclusive workplace, this plan has been created to guarantee the recruitment, training and development of female professionals, implementing policies to ensure a workplace that is safer and has the utmost respect for female talent.

Gestamp sees its heterogeneous workforce as an opportunity for the Group to find better solutions to the current global challenges.
Geographical and cultural diversity is one of the distinctive features of the Gestamp workforce: Over 40,000 professionals with 95 different nationalities work across 24 countries. In each country where the company operates, there is an average of 13 nationalities at each geographical

location, while the countries with the greatest cultural and geographical diversity are: Germany, Spain, the UK and France, with 46, 42, 32 and 27 different nationalities in each workforce, respectively.
This geographical diversity is incredibly enriching for Gestamp, a company that is committed to hiring local talent as a key source of creativity and innovation. In addition, this helps develop an increasingly more inclusive Group in terms of country of birth, culture, race and sex. Gestamp works to find points of cooperation between people from different cultures and to make the joint project and shared identity their own.

Nationalities of Gestamp senior managers


Gestamp's inclusive nature is also shown in its inclusion of people of different ages: 40% of employees are under the age of 35, 50% are aged between 36 and 55 and 10% are over 55. This interaction between different generations is very enriching for Gestamp because it encourages innovation in problem solving, as each generation brings a different perspective.
See Annexes: Average number of employees by contract type, age and gender
Gestamp Group companies directly hire people with disabilities to their workforce to facilitate their entry to the job market, and they also outsource products and services to special employment centres.
The number of employees with a disability across the entire Group in 2023 was 952 (941 in 2022), representing 2.2% of the Group's workforce, with 206 people with disabilities hired via goods and services.
For adaptations or the construction of new facilities, Gestamp hires local engineers that prepare the projects in accordance with local regulations, complying with all accessibility requirements. Furthermore, in order to make information more accessible, the Gestamp website meets all Level A criteria established by the World Wide Web Consortium (W3C)'s Web Accessibility Initiative (WAI).

Occupational Health and Safety is a priority for Gestamp, which has a firm commitment to ensuring a safe and healthy work environment in all areas.
As a result of the double materiality analysis, several Impacts, Risks and Opportunities related to the material topic of Occupational Health and Safety have been identified:
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| Impact | Reduced number of workplace accidents resulting in absence from + work, following the introduction of the Occupational Health and Safety System (GHSI) at global level |
N/A | ||
| Magnitude | Probability | |||
| Risks | employees. | Fall in production caused by a rise in absences from work of Gestamp's | ||
| Opportunities | Improved productivity due to increased employee confidence as investments have been made in innovative safety systems to improve safety in manufacturing processes, employee training and communication channels. |
Key
| Severity/Magnitude | Probability | |
|---|---|---|
| Low | Low | |
| Medium | Medium | |
| High | High | |
| N/A | Impact considered to exist (actual) which is why probability is disregarded. |
In order to minimise these impacts and the negative effects for the company, on the one hand, and to maximise the positive effects and impacts, on the other, Gestamp has developed an ESG plan which aims to achieve the following:
| Description | 2023 Results | 2025 Objectives |
|---|---|---|
| Gestamp Health and Safety System audited internally. |
55% | 100% of plants |
| Reduced accident frequency rate (base year 2021). |
-10% | -5% |
| Working Conditions Index. | Below 45/100 | Below 45/100 |
| Prevention Management Index. | Below 45/100 | Below 45/100 |
| Extent to which products improve passenger safety in an accident. |
An analysis is being conducted. |
The company's products help to improve passenger safety. |
2025 ESG Plan
Gestamp's approach to prevention has evolved over time: while the company once focused on the standard practice of controlling accident rates, it now has an ambitious management system all of its own. Its system sets out safety criteria in relation to working conditions and management requirements at 100% of Gestamp's production centres. It is even more stringent than the requirements of local legislation in some countries.

It is also used to assess health and safety performance and provides a road map for continuous improvement.
The following principles are included in Gestamp's Occupational Health and Safety Policy:
The Gestamp Health and Safety System (GHSS) was developed to support plants in their quest to continuously improve safety. This management system is based on a balanced scorecard with a global indicator, the Gestamp Health & Safety System Indicator (GHSI), which was developed inhouse and makes it possible to evaluate the safety system of all the plants in a homogeneous and consistent fashion.
GHSS is a robust system that seeks ongoing improvement and takes into account both risk analysis and the definition of standards and procedures, as well as training, in order to ensure the safety and health of workers.
The GHSS Management System is integrated at all organisational levels and implemented at 100% of production plants operated by Gestamp, meaning that it regulates the activities of 47,099 employees (41,608 internal and 5,491 external employees) or 95% of all employees.


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Plants must manage health and safety with the same level of knowledge and standards that they use in their core business.
The model is supported by senior management. Each year a Leadership Meeting is held, where the overall targets for improvement are established based on the Indicator. In addition, the results are submitted to the Board of Directors on a quarterly basis, along with a progress report on the corporate plans and other important matters.


The Gestamp Health & Safety Indicator (GHSI) is a tool that ensures the same standards are applied across all plants in the Group, regardless of their size, production process or country. Thus, it is possible to assess and compare the health and safety performance of each plant using shared criteria.
The 2022 version of the Indicator (GHSI) is composed of 79 factors divided into 3 main blocks: Traditional indicators, Working Conditions and Prevention Management.

Each factor is weighted differently, depending on the importance or magnitude of the associated risk. In addition, different safety levels are defined in each one. The greater the risk, the higher the weight.
The final score given is a weighted average that ranges from 0 to 100, with 0 being the most favourable situation.

Gestamp's own GHSS system allows for the incorporation of minimum mandatory standards in each of the plants regardless of country, legislation or culture. It is a robust system that is implemented across the entire Group, and recognised at all organisational levels. The Gestamp Group has gone another year without recording a fatal accident, which is a milestone for an industrial group.
Taking into account the robustness of GHSS and the organisation's commitment to Health and Safety, in 2022 a decision was made to certify the system under the international standard ISO 45001.
In record time, almost 100% of the Group's plants have achieved ISO 45001 certification through the multisite model (except for the 4 plants located in Russia, due to the war in Ukraine).

This achievement has been possible thanks to having a prior system such as GHSS, fully implemented across the organisation, demonstrating Gestamp's firm commitment to Health and Safety, as well as the continuous work and effort of every team.
When a plant enters the system, a full audit is conducted on site at the plant. In addition to assessing the safety conditions and prevention management in place at the plant, this is used to provide safety-related training to the parties that are directly responsible in this regard.
Once it is part of the system, these audits are repeated every two years in order to ensure that the indicator continues to reflect the actual safety situation at the plant. They also allow the Group to verify on-site whether the improvements made and approved remotely each quarter have been consolidated, to refresh safety standards and to get first-hand feedback from the plants.
Face-to-face audits were cancelled during 2020 and 2021 due to the pandemic, and resumed in 2022. Audit rates returned to normal in 2023, with 50% of plants being audited every two years, and despite the prolonged suspension of audits, the system has continued to operate to a satisfactory standard in the Group.
These are audits of factors that the plant aims to improve; they are conducted remotely through the use of an internally developed IT application.
The plants must report their improvements in the first 15 days of each quarter. The improvements are first validated by the Division-level prevention managers, who act as advisors, then move on to the audit phase.
The criteria followed are exactly the same as for full audits and the same auditors review them. The difference is that only the improvements proposed by the plants, which have been validated by their advisors, are audited. To guarantee the use of uniform criteria, there is a guide linked to the indicator that outlines the criteria.
In addition, other documents are also being produced that provide further details on the criteria of certain factors of the indicator, such as hygiene risk management, subcontractor management, working at a height, maintenance of metal shelving and management of lifting devices, to name a few.
The total number of factors reviewed in the year was: 828
One of the keys to the success of the GHSS is the commitment to continuous improvement in all aspects:
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Serious accidents and incidents with implications on prevention within the Group are used as an awareness-raising measure.
The investigation carried out by the plant, together with a video or photographs of the event are shared via the prevention web community. This information is completely anonymous. The important thing is not where it happened, but that it happened at a Group work site, and we must prevent the situation from repeating itself in another. Since the launch of the initiative, 36 Safety Alerts have been published with great success.
In 2023, while the Frequency Index was down 3%, the Severity Index was up 11%. Gestamp has not recorded any fatal accidents at its facilities since 2017.
| Traditional Indicators | 2021 | 2022 | 2023 |
|---|---|---|---|
| 1 Group Frequency Rate |
10 | 9 | 9 |
| Direct Employees | 10 | 9 | 9 |
| Subcontracted Employees | 9 | 10 | 8 |
| 2 Group Severity Rate |
0.16 | 0.15 | 0.17 |
| Direct Employees | 0.17 | 0.16 | 0.17 |
| Subcontracted Employees | 0.09 | 0.13 | 0.12 |

| 2022 | 2023 | |||||
|---|---|---|---|---|---|---|
| Indicators | Hombre | Mujer | Grupo | Hombre | Mujer | Grupo |
| Frequency Rate1 | 11 | 1 | 9 | 10 | 2 | 9 |
| Severity Rate2 | 0.19 | 0.02 | 0.15 | 0.19 | 0.09 | 0.17 |
| Total Accidents3 | 796 | 26 | 822 | 828 | 39 | 867 |
| Direct Employees | 687 | 22 | 700 | 717 | 33 | 750 |
| Subcontracted Employees | 118 | 4 | 122 | 111 | 6 | 117 |
| Fatal accidents | 0 | 0 | 0 | 0 | 0 | 0 |
| Total Occupational Disease4 |
3 | 0 | 3 | 3 | 0 | 3 |
| Direct Employees | 2 | 0 | 2 | 3 | 0 | 3 |
| Subcontracted Employees | 1 | 0 | 1 | 0 | 0 | 0 |
(1) Frequency Rate: Number of occupational accidents with sick leave and diseases/per 1,000,000 hours worked
(2) Severity Rate: Number of work days (M-F) lost due to occupational accidents or diseases/per 1,000 hours worked
(3) Accidents occurred with sick leave regarding all workers who carry out tasks inherent to or necessary for the activity. TEA workers and outsourced services are included. Does not include commuting accidents
(4) Occupational disease: contracted as a result of exposure to risk factors inherent in work activity and reported by a doctor.
According to performance in the previous year and the starting situation, each production plant establishes its action plan with the aim of making improvements.
Evolution of working conditions and prevention management in 2023 by Division:
| Division | Working conditions | Prevention management | |
|---|---|---|---|
| % improvement | % improvement | ||
| Mexico | 8% | 31% | |
| Mercosur | 12% | 16% | |
| Asia | -7% | -3% | |
| Europe | 1% | 4% | |
| Edscha | 8% | 14% | |
| Germany - Hungary |
-6% | -9% | |
| USA | 2% | 6% | |
| TTE | 2% | 3% | |
| Group | 3% | 7% |

In 2023, a group-wide improvement of 3% was achieved in the Working Conditions segment and 7% in Prevention Management.
Plan 2025 aims to reduce the accident rate by focusing on the highest risk factors, taking into account their severity in the event of an accident occurring. Corporate provides support and monitoring to production plants, focusing on certain factors of the GHSI indicator: specific training, definition and modification of equipment and work sites, machine malfunctions and maintenance.
Corporate and divisional teams work together with production plants to create supporting documents to meet the proposed objectives, and to follow up closely with quarterly meetings to check on the implementation of the factors.
Steps taken in 2023:
Gestamp has set up a task force to coordinate the task - undertaken by different corporate departments - of replacing forklift trucks with AGVs in the production areas of plants.
On the basis of the work undertaken by the task force, it will be possible to:
Gestamp Corporate is analysing various AI-based solutions to increase employee Safety:
The system analyses recorded videos and issues ergonomic risk reports automatically, which reduces the time spent on the assessment of repetitive tasks and unnatural postures by up to 80%.

Safety radars can be integrated into most of Gestamp's processes to improve safety levels in:
The radars have been tested in 3 plants across Spain, focusing on different uses, and plans are in place to deploy them at other European plants. The tests at these pilot plants enable us to identify and determine other uses.
Publications are issued and duly updated to inform all other plants of the test results.
Following the addition of the new factor to the group indicator in 2022, psychosocial assessments have been carried out at several plants.
The importance of psychosocial factors for workers' health has been increasingly recognised. Changes in organisations, current globalisation processes and exposure to psychosocial risks have become more frequent and intense, making it appropriate and necessary to identify, assess and control them in order to prevent the associated risks to health and safety at work.
In order to monitor plant implementation more exhaustively and encourage improvement, a new factor has been created to define Gestamp's psychosocial assessment model.
Various corporate training initiatives have been carried out:

Besides the guides relating to the factors included in the 2025 Plan, plants were able to refer to the following documents published in 2023:

The commitment to the local communities in which Gestamp is present has always been fundamental to the social strategy of the group, which, as a family company, is committed to the long term. Responding to the needs of society and contributing to the improvement of people's quality of life is essential in order to grow as a company.
Gestamp's social action must reflect its commitment to society and must contribute to generating a positive impact on the communities and environments where it operates.
Gestamp seeks to align its social contribution with its business activity, through medium and longterm social projects in the communities in which it operates, reinforcing trust between those communities and the company, and enhancing its positive contributions.
Gestamp's Social Action Policy establishes the strategies followed by the group's social initiatives: commitment to local communities, alignment with local communities and being sustainable over time.
Gestamp collaborates in local initiatives promoted by both economic (business, technology, innovation clusters and associations) and social and environmental organisations (road safety, education, environmental awareness, socio-economic development, among others).
As part of the ESG Strategic Plan, objectives have been established in the Social Contribution area with 2025 in mind, linked to the Social Action strategy and to Gestamp's support for the local communities where it has a presence, with the intention of generating a positive impact.
| Description | 2023 Results | 2025 Objectives |
|---|---|---|
| Reach a minimum annual social action figure (€1.3M). |
1.13 | 1.3M€ |
| Achieve at least 70% annual alignment of the group's global initiatives with the strategic areas of Social Action. |
81.55% | 70% |
| Conduct socio-economic impact studies in markets where Gestamp operates. |
1 country analyzed | 2 countries analyzed |

Gestamp's social action is centred around the following three priority areas, with the aim of aligning its social contribution with its business activity and ensuring coherence, while also focusing on providing the maximum positive social impact.
Throughout 2023, an internal communication campaign was carried out to deploy the social action strategy and reinforce the priority areas of action. This deployment has been carried out in collaboration with divisional and regional Human Resources managers and with the involvement of each plant and work centre.
In addition to the three priority areas of Social Action (Education, Mobility and Sustainability), support in humanitarian crises affecting areas where Gestamp has a presence has been included.

Gestamp acknowledges that education is the cornerstone for economic and human development, essential for ensuring social well-being. Inclusive education is a human right that improves people's quality of life, facilitates access to decent work and favours their economic progress and that of their families.
Gestamp's Social Action Area promotes initiatives aimed at combating school dropout rates, extracurricular support, equal opportunities and access to education for vulnerable groups.
In addition, emphasis is placed on technical training projects and the promotion of STEAM (Science, Technology, Engineering, Arts and Mathematics) vocations, with a greater focus on those groups that are less represented in these areas of knowledge.


With the aim of promoting digitalisation and boosting programming among young people, the 'I Speak Code' bootcamp has been created by Code.org and Gestamp. For the second consecutive year, Gestamp is organising this project so that children between the ages of 8 and 14 have the opportunity to learn programming in a practical and fun way.



Video: https://www.youtube.com/watch?v=jUkLbxAycM0&t=64s
Gestamp understands that transport is key to economic and social development as it enables the movement of people and goods, promotes the safe movement of people, and allows access to educational centres, healthcare, work, shops and other basic resources.
Road safety and efficient driving initiatives are encouraged within the field of mobility. In addition, it supports projects that understand mobility as a means of progress and that improve the quality of life of vulnerable people, with a special focus on the local communities where the Group is active.


Gestamp collaborates with "Ponle Freno", the social platform for Road Safety that for 15 years has been promoting activities in Spain to raise funds for the research and recovery of traffic accident victims.
In 2023, Gestamp has encouraged its employees to participate by covering the cost of the race bibs for the "Ponle Freno" Race Circuit in those places where it is active. Thus, close to 200 employees from Gestamp Aragón, Gestamp Levante, Edscha Santander, Gestamp Toledo and the headquarters in Madrid have worked together in this initiative to improve Road Safety.

Gestamp is aware of the great global challenges and risks related to climate change, the deterioration of ecosystems and the scarcity of natural resources that humanity is facing. That is why, through its social action, it wants to contribute to the mitigation of negative impacts on natural resources.
It promotes projects, volunteer activities or donations that seek to generate a positive impact on the environment, taking special care of the areas where Gestamp is active.
The initiatives carried out in this area have been related to the saving and efficient use of energy within the automotive sector; reduction of CO2 emissions; circular economy; waste management; conditioning and cleaning of spaces; efficient water management.


Gestamp Aragón started this reforestation initiative to regenerate an area near the plant that had been affected by a fire. In the different phases of this project, 5,000 trees have been planted.
By providing follow-up and continuity over time to this initiative, in addition to contributing to improving the natural environment of the area, a significant environmental awareness has been achieved among the plant's employees who have collaborated as volunteers.



Gestamp is aware of its role as a company and its responsibility to society, especially in the communities in which it operates. For this reason, in cases of humanitarian crises resulting from natural disasters, it collaborates with projects and initiatives that fight social inequality and poverty.
Although the group's Social Action strategy is focused on priority areas, in cases of humanitarian crises, the work centres help to channel the aid and solidarity of employees by organising campaigns dedicated to mitigating the consequences of the disaster that has occurred.
In 2023, several natural disasters occurred in locations close to Gestamp plants. Turkey and Morocco suffered major earthquakes that were very destructive. In both cases, the solidarity and quick reaction of Gestamp's plants was exemplary, especially in the locations closest to the disaster areas.

In addition, at a global level, the corporate Social Action team set up channels of collaboration through the NGO World Central Kitchen, so that all Group employees had the opportunity to make donations in a safe manner, with the guarantee that the aid would reach the affected area.

In both cases, Gestamp undertook to contribute the same amount raised by employees, doubling the donation.
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The following principles of conduct shall guide Gestamp's social action:
Transparency in Gestamp's collaboration with Associations and Non-Profit Organisations is essential for the proper functioning of the projects and their sustainability over time.
To monitor and measure the impact of the initiatives that Gestamp carries out, the Business for Social Impact (B4SI) methodology is taken as a reference. Furthermore, in 2023, with the aim of strengthening the impact measurement system, Gestamp once again has the consulting firm Mas Business, from the LBG Group. In this way, a double verification of the measurement of the impact of Social Action is guaranteed.
With the intention of improving impact measurement and better analyzing the social impact of the initiatives carried out by Gestamp, this year the number of beneficiaries of social projects

has been incorporated into the reporting campaign. With the initiatives carried out in 2023, a total of 464,827 direct beneficiaries have been impacted.
In 2023, a total of 229 social and non-profit activities have been identified in which the company has worked together with 187 collaborating entities and in which a total of 1,565 employees have participated voluntarily, the total value being of the contribution of 1,126,291.67 euros.
By type of contribution, the majority of activities were made as a monetary contribution (89.6%), followed by contributions in kind (7.7%) through volunteer actions carried out by Gestamp employees. The contribution in kind has represented 2.7% of the contributions.
| KEY INDICATORS | 2021 | 2022 | 2023 |
|---|---|---|---|
| Number of initiatives | 149 | 236 | 229 |
| Employees participating in volunteer work | 2,784 | 808 | 1,565 |
| Project Partners | 94 | 147 | 187 |
| Direct beneficiaries | - | - | 464,827 |
| CONTRIBUTION TYPE |
2021 Financial value (€) |
2021% | 2022 Financial value (€) |
2022% | 2023 Financial value (€) |
2023 % |
|---|---|---|---|---|---|---|
| Money | 356,932 | 48% | 976,905.52 | 80.7% | 1,009,305.01 | 89.6% |
| Time | 365,619 | 49% | 97,483.20 | 8% | 86,494.80 | 7.7% |
| In kind | 26,325 | 4% | 136,704.74 | 11.3% | 30,491.86 | 2.7% |
| Total | 748, € 877 | 100% | 1,211,093.46 | 100% | 1,126,291.67 | 100% |
| Area of Action | No. of Initiatives 2021 |
Total Monetary Contribution 2021 |
2021 % |
No. of Initiatives 2022 |
Total Monetary Contribution 2022 |
2022 % |
No. of Initiatives 2023 |
Total Monetary Contribution 2023 |
2023% |
|---|---|---|---|---|---|---|---|---|---|
| Art and Culture | 1 | € 200.00 | 0.03% | 6 | € 117,930 | 10% | 9 | 45,650.00 | 4.05 % |
| Humanitarian Aid | 11 | € 67,812 | 9.06% | 14 | € 105,898 | 9% | 16 | 29,451.57 | 2.61% |
| Social Well-being | 21 | € 30,584 | 4.08% | 91 | € 80,012 | 7% | 60 | 200,461.37 | 17.80% |
| Economic Development |
6 | € 167,770 | 22.40% | 41 | € 580,036 | 48% | 22 | 487,307.43 | 43.27% |
| Education | 37 | € 297,156 | 39.68% | 46 | € 304,498 | 25% | 65 | 239,088.95 | 21.23% |
| Environment | 17 | € 53,066 | 7.09% | 9 | € 3,898 | 0% | 11 | 4,611.95 | 0.41% |
| Other | 34 | € 27,850 | 3.72% | 0 | € 0 | 0% | 12 | 20,798.10 | 1.85% |
| Health | 22 | € 104,434 | 13.95% | 29 | € 18,820 | 2% | 34 | 98,922.30 | 8.78% |
| Total | 149 | € 748,877 | 100% | 236 | € 1,211,093 | 100% | 229 | €1,126,291.67 | 100 % |

| BREAKDOWN BY SUSTAINABLE DEVELOPMENT GOALS |
No. of Initiatives 2021 |
Financial value 2021 (euros) |
2021 % |
No. of Initiatives 2022 |
Financial value 2022 (euros) |
2022 % |
No. of initiatives 2023 |
Financial value 2023 (euros) |
2023 % |
|---|---|---|---|---|---|---|---|---|---|
| SDG 1. No Poverty | 9 | € 8,339 | 1.1% | 81 | € 163,725 | 14% | 32 | 72,884.49 | 6.47% |
| SDG 2. Zero Hunger | 7 | € 16,381 | 2.2% | 0 | € 0 | 0% | 10 | 4,913.23 | 0.44% |
| SDG 3. Good Health and Well-being |
34 | € 149,662 | 20.0% | 39 | € 24,006 | 2% | 52 | 125,785.77 | 11.17% |
| SDG 4. Quality Education | 41 | € 288,150 | 38.5% | 51 | € 387,090 | 32% | 52 | 198,166.95 | 17.59% |
| SDG 5. Gender Equality | 5 | € 15,447 | 2.1% | 3 | € 1,826 | 0% | 6 | 7,112 | 0.63% |
| SDG 6. Clean Water and Sanitation |
2 | € 774 | 0.1% | 0 | € 0 | 0% | 2 | 1,021.50 | 0.09% |
| SDG 7. Affordable and Clean Energy |
3 | € 2,331 | 0.3% | 1 | € 45,000 | 4% | 1 | 450 | 0.04% |
| SDG 8. Decent Work and Economic Growth |
14 | € 129,545 | 17.3% | 49 | € 583,738 | 48% | 41 | 563,239.37 | 50.01% |
| SDG 9. Industry, Innovation and Infrastructure |
2 | € 55,360 | 7.4% | 0 | € 0 | 0% | 2 | 19,980 | 1.77% |
| SDG 10. Reducing Inequalities |
0 | € 0 | 0.0% | 1 | € 760 | 0% | 4 | 90,039.45 | 7.99% |
| SDG 11. Sustainable Cities and Communities |
7 | € 21,695 | 2.9% | 3 | € 1,400 | 0% | 3 | 1,320.20 | 0.12% |
| SDG 12. Responsible Consumption and Production |
4 | € 28,980 | 3.9% | 0 | € 0 | 0% | 2 | 434 | 0.04% |
| SDG 13. Climate Action | 6 | € 2,635.95 |
0.4% | 8 | € 3,549 | 0% | 3 | 5,497.85 | 0.49% |
| SDG 15. Life on Land | 4 | € 18,366 | 2.5% | 0 | € 0 | 0% | 0 | 0,00 | 0.00% |
| SDG 16. Peace, Justice and Strong Institutions |
0 | € 0 | 0% | 0 | € 0 | 0% | 5 | 2,584.65 | 0.23% |
| SDG 17. 17. Revitalising the Global Partnership for Sustainable Development |
11 | € 11,206 | 1.5% | 0 | € 0 | 0% | 6 | 21,413.32 | 1.90% |
| Total | 149 | € 748,877 | 100% | 236 | € 1,211,093 | 100% | 229 | 1,126,291.68 | 1.02% |

Gestamp endeavours to promote the industry and local development from various angles. Putting this commitment into practice, the company is actively involved in a range of initiatives geared towards social, economic and technological issues, in the form of business clusters and associations.
Establishing alliances and fostering understanding between the different actors in society and the sector is fundamental to creating a sustainable business ecosystem. This is how Gestamp sees it, and its participation in organisations and institutions is very active. Always with the aim of promoting socio-economic development, innovation, quality and contributing to the dissemination of knowledge in the automotive sector.
In December 2023, Francisco J. Riberas, Executive Chairman of Gestamp, renewed his position for two more years as Chairman of the Spanish Association of Automotive Suppliers (SERNAUTO), a position he has held since 2021, with the aim of strengthening the competitiveness of component manufacturers and continuing to consolidate the Spanish supplier industry both inside and outside Spain.
The commitment to innovation has always been a constant at Gestamp and is reflected in its participation in organisations such as the University Institute for Automotive Research and the COTEC Foundation. Gestamp is constantly innovating in order to strengthen its position as a technological leader and to guarantee the sustainability, efficiency and competitiveness of its production processes and products.
Knowledge transfer is also a priority in the business model, where the Group collaborates in various educational and dual vocational training programmes.
Participation in technology partnerships helps in the process of transferring knowledge of a new technology, which is the usual mechanism by which the organisation adapts to the requirements of new projects. These new projects also end up fostering socio-economic development as a whole.
Gestamp holds the presidency of the Spain-China Council Foundation and the vice-presidency of the main automotive clusters, and actively participates on the boards of directors of the main bilateral chambers of commerce.
The institutional relations area seeks to show different institutional audiences Gestamp's contribution to society, collaborating in the development of public policies and regulations as a corporate citizen, with ethics, transparency, integrity and professionalism in our institutional dialogue.
Furthermore, Gestamp is registered in the EU Transparency Register and abides by the rules and principles set out in Annex I of the Interinstitutional Agreement.


IESE Institute for Sustainable Leadership

The automotive sector is characterized by having increasingly complex supply chains that require robust internal systems and procedures to manage suppliers, subcontractors and collaborators in a global and responsible manner.
Through responsible management of the supply chain, Gestamp contributes to the achievement of business objectives and customer orientation, transferring the highest ESG standards to its suppliers of goods and services.
Local suppliers are those that supply plants in their own country.
As a result of the double materiality analysis carried out, some Impacts, risks and opportunities linked to the material topic Responsible supply chain have been identified:
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| + | Increase and assurance of best practices in Environmental, Social and Governance matters among suppliers (sustainable practices in circular economy, decarbonization, biodiversity, non-discrimination, equality, Human Rights, transparency, among others). |
N/A | ||
| Impacts | + | Guarantee of optimal working conditions, and consequently, the quality of life of workers, as a result of adequate compliance with the requirements of Human Rights. |
||
| - | Degradation of local habitats due to the extraction of raw materials and as a result of poor waste management and depletion of natural resources by the supply chain. |
N/A |
| Description | Magnitude | Probability | |
|---|---|---|---|
| Risks | Lack of alignment of corporate policies applied to the supply chain with new regulations. |
||
| Lack of compliance in the supply chain with ESG requirements for suppliers, which can lead to non-compliance that can affect the company. |
|||
| Competitive improvement resulting from the acquisition of sustainable materials | |||
| Opportunities | requested by customers and scarce in the market. |

Legend
| Severity/Magnitude | Probability | ||
|---|---|---|---|
| Low | Low | ||
| Half | Half | ||
| high | high | ||
| Impact considered already existing (real) so it does not have probability. N/A |
In order to minimize these impacts and negative effects on the company and maximize positive effects and impacts, Gestamp has the following ESG objectives:
| Description | 2023 Results | 2025 objectives |
|---|---|---|
| Suppliers evaluated on ESG | 32.1% | 70% of the suppliers evaluated (of the total registered questionnaire) |
| Suppliers with good ESG performance | 67.7% | 70% of suppliers evaluated with >50 points in ESG |
| ESG training for suppliers with low ESG scores | 0 | 4 training programs |
| ESG criteria included in supplier audits | Developed audit scheme. |
100% of audits |
| ESG specifications included in supplier contracts |
Work is underway on its development. |
Done |
ESG Plan 2025
The General Purchasing Department is responsible for establishing corporate supply chain management systems, procedures and standards applicable to the entire Group. In addition, purchasing managers, located in the Plants, Divisions and Corporation, ensure compliance with Gestamp principles, guaranteeing compliance with legal, quality and sustainability requirements.
Gestamp has General Conditions for the purchase of goods and contracting of services for the formalization of orders, delivery, execution, billing, rights and responsibilities that include, among others, compliance with the Principles of the United Nations Global Compact and the ESG Requirements for suppliers. .
These requirements will be mandatory for all Gestamp Group suppliers and their employees, as well as subcontractors, and include all ethical, human rights and environmental protection issues that suppliers must comply with and also demand from their own supply chain , with the objective of establishing the highest ethical, social and environmental standards for the entire value chain regardless of its country of origin or sector.

The company also has a purchasing procedure that ranges from registration and approval, management of tenders and negotiation of the same for the award and contracting of services and products, for which its premises are:
Global supplier management is carried out through the Gestamp Supplier Portal, this being a module of the common tool to manage purchases of all the Group's companies.
Additionally, at the local level, each production plant maintains a close relationship with its surrounding suppliers, based on trust and commitment.
The company effectively and consistently evaluates supplier performance and ensures that the supply chain meets automotive requirements and legal and regulatory standards, both local and international, key to ensuring business continuity.
Specifically, with the objectives of:
During 2023, the new Purchasing system for registering suppliers has been deployed in all companies.
This global tool provides greater standardization and control over Purchasing processes. Furthermore, for the pre-homologation and approval of suppliers, this system is integrated with another risk assessment platform that guarantees that the supplier risk assessment criteria are taken into account in decision-making.
With the implementation of the new purchasing system and risk assessment platform, a base of 10,000 suppliers, both new and existing in the corporation, has been re-evaluated.

This supplier management system makes it possible to establish a supplier risk profile and evaluate whether the supplier is suitable to work with Gestamp in a possible award and makes it possible to have the necessary visibility to react quickly and efficiently to uncertainty and/or changes in markets.
In order to have visibility to react quickly and efficiently to any uncertainty or change in the market, different approval factors are considered depending on the type of supplier:
In addition to the compliance requirements: acceptance of the general purchasing conditions and the data protection policy, there are other criteria that determine the supplier's risk level:
All suppliers must accept the ESG Supplier Requirements to ensure they comply with Gestamp standards for ethics, human rights and environmental protection.
Depending on the type of products or services supplied, the following requirements must be met:

o Suppliers of chemical products must comply with the European REACH regulations.
Additionally, there are specific questions that suppliers in the following countries must complete:
All suppliers regardless of their classification are subject to an automatic ESG risk assessment based on international standards from reference organizations; depending on your sector and geographic scope.
In addition to this automatic evaluation, the platform includes a supplier self-assessment questionnaire made up of questions on ethical, social and environmental issues that allows, by answering and uploading evidence, to assign each supplier a rating of its actual ESG performance.
This questionnaire includes specific questions on diversity and inclusion and conflict minerals for those suppliers in geographies or sectors where these issues are most relevant.
Since its implementation began at the end of 2022, 32.06% of registered suppliers have been evaluated and 13.24% have achieved a score >50 points out of 100.
With the aim of helping suppliers improve their sustainability performance and therefore their ESG assessment, training options on specific ESG topics will be made available to suppliers during 2024.
There is a Purchasing Risk Committee in charge of determining whether the supplier should be discarded or determining what contingency actions should be taken.

The quality of the final part depends, to a large extent, on the quality of the goods and services provided by its raw material and component suppliers. For this reason, Gestamp qualifies its suppliers following quality criteria both at the production plant level and at the corporate level.
Annually, in-person quality audits are carried out on some suppliers of direct material and subcontracting of manufacturing processes with the aim of controlling and monitoring their ability to comply with Gestamp's requirements and standards.
These audits are prioritized according to supplier risk, which is assessed using a risk matrix based on an internal model that complies with IATF 16949 and VDA standards.
During fiscal year 2023, 170 in-person audits were carried out on suppliers, of which 42% obtained an optimal result (score A), 52% obtained an average result with aspects to improve (score B) and 6% did not comply with Gestamp standards, for which the corresponding action plan was required.
Of suppliers that have been audited more than once during the last two years, 55% obtained a better rating in their last audit.
When deemed necessary, Gestamp requests certain suppliers to participate in improvement programs. During these, suppliers must implement an action plan approved by Gestamp with the aim of improving the quality of both the product and the service provided. In 2023, 27 different suppliers participated in improvement programs.
Gestamp has had a Conflict Minerals Policy since 2014 according to which its suppliers must comply with the laws relating to the responsible sourcing of minerals (Dodd Franck Act and EU Regulation 2017/821), apply and carry out legally required investigations in relation to minerals from conflict zones and if any impact is identified, report and implement actions to find alternative sources of supply for the affected minerals as soon as possible.
Gestamp has a Conflict Minerals Policy through which it follows the recommendations of the Responsible Minerals Initiative and the OECD Due Diligence Guide for responsible supply chains of minerals from conflict-affected and high-risk areas.
In order to identify and evaluate possible supply chain risks related to human rights violations, direct material suppliers are requested to complete the Conflict Minerals Reporting Template for tin, tantalum, tungsten and gold and the Extended Minerals Reporting template for cobalt and mica. In this way, when required by any interest group (mainly clients or regulatory authorities), you will have all the information about your management.

As of the date of this Report, in accordance with the data recorded in the official register of the National Securities Market Commission (CNMV), the current shareholding structure of Gestamp Automoción S.A. (hereinafter, "Gestamp" the "Company" or the "Group") is as follows:

All shares belong to a single class and series and provide their owners with the same rights and duties.
Transparency, commitment, ethics, diversity and sustainability: these are the values that we focus on to strengthen the bonds of trust with our stakeholders.
The double materiality assessment performed by Gestamp in 2023 identified, in relation to Good Governance, the following impact, risk and opportunity (IROs):
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| Impact | + | Push for decision-making focused on promoting the sustainability of the company as a result of a clear definition of ESG in the company (e.g. definition of sustainability committee and commission, roles and responsibilities). |
N/A | |
| Description Magnitude |
Probability | |||
| Operational inefficiencies in management arising from a corporate governance Risks structure or practices that are not aligned with the established principles and standards of good governance. |
||||
| To ensure a diverse mix of profiles and skills at Board level that encourages better Opportunities strategic decision-making. |
| Gestamp C | |
|---|---|
| ----------- | -- |
| Key | ||||
|---|---|---|---|---|
| Severity/Magnitude | Probability | |||
| Low | Low | |||
| Medium | Medium | |||
| High | High | |||
| N/A | Impact already exists (real), so the probability rating does not apply. |
To properly manage these IROs, our 2025 ESG Plan sets out the following objectives that seek to improve the company's performance in this area:
| Description | 2023 Results | 2025 Objectives |
|---|---|---|
| Women on the Board of Directors | 30,7% | 40% of women |
| ESG training for the Board of Directors | ESG training programs have been developed in 2023. |
Done |
| Assessment and management of ESG risks with our Sustainability Committee |
ESG risks have been included in the corporate risks map. |
Done |
To manage these impacts, risks and opportunities and to fulfil its ESG strategy, Gestamp's Corporate Governance is currently based on the following corporate rules, all of which are available on our website:
The Corporate Governance rules are periodically reviewed and updated. The contents are modelled and based on our commitment to the Best Corporate Governance Practices, business ethics and social responsibility in all areas of action.
To meet commitments to transparency and business ethics, the Company implements its rules of corporate governance through the following Governing Bodies, which distinctly undertake strategy and supervision, and administration and management duties.
The General Shareholders' Meeting is our highest decision-making body where all duly convened shareholders gather to discuss and decide on, subject to the majority requirements applicable in each case, matters falling within its scope of authority.

The General Shareholders' Meeting decides on matters within its scope of authority in accordance with the provisions of the Law and our corporate rules, and it is responsible for the duties set out in Article 5 of Gestamp's Regulations of the General Shareholders' Meeting.
Shareholders are entitled to examine all the documents related to the General Shareholders' Meeting as of the date on which the Meeting is called, at the company's registered office or via the Gestamp website.
Moreover, between the publication date of the notice of the General Shareholders' Meeting and the fifth day prior to the date scheduled for the meeting on first call, shareholders may request in writing any reports or clarifications they deem necessary, or draw up in writing any questions they deem pertinent, concerning the matters included on the agenda.
In addition, a number of shareholders representing at least three percent (3%) of the share capital will be entitled to request publication of an addendum to the notice of the General Shareholders' Meeting, including one or more additional items on the agenda, within the deadlines and in the manner set forth by Law.
Similarly, shareholders representing at least three percent (3%) of the share capital may submit substantiated proposals for resolutions on any matters already included or which should be included on the agenda, within the term and in the manner established by Law. Said proposed resolutions and, where appropriate, supporting documentation, will be continuously published on Gestamp's website.
The Board of Directors is responsible for supervising, managing, controlling and representing the Company.
At the core of its mission, it must establish the approval of the Company's strategy and the organisation required to put it into practice, as well as the supervision and control of goal achievement by management, and respect for the Company's purpose and interests.
The rules on the composition and functions of the Board of Directors are governed by Law and the corporate rules, and the Board is responsible for the duties set out in Article 8 of Gestamp's Regulations of the Board of Directors.
The Board of Directors comprises 13 members, of whom 7 are independent directors, 3 are proprietary, 2 are executive, and 1 is an external director. Thus, Gestamp not only complies with Recommendation 17 of the Good Governance Code for Listed Companies, which entails having at least 50% of the Board of Directors represented by independent directors, it goes one step further and has a majority of independent directors.

| Member | Position | Category |
|---|---|---|
| Mr Francisco José Riberas Mera | Executive Chairman | Executive |
| Mr Juan María Riberas Mera | Deputy Chairman | Proprietary |
| Mr César Cernuda Rego | Member | Independent |
| Ms Ana García Fau | Member | Independent |
| Ms Chisato Eiki | Member | Proprietary |
| Mr Francisco López Peña | Member | Proprietary |
| Mr Norimichi Hatayama | Member | Proprietary |
| Mr Alberto Rodríguez-Fraile Díaz | Member | Independent |
| Mr Javier Rodríguez Pellitero | Member | Independent |
| Mr Pedro Sainz de Baranda Riva | Member | Independent |
| Mr Gonzalo Urquijo Fernández de Araoz | Member | Other external directors |
| Ms Marieta del Rivero Bermejo | Member | Independent |
| Ms Loreto Ordóñez Solís | Member | Independent |
| Mr David Vázquez Pascual | Secretary | Non-director |
| Ms Elena Torregrosa Blanchart | Vice-secretary | Non-director |
For more information on directors, visit the Gestamp website. In addition, for more information about the positions held by members of Gestamp's Board of Directors on the board of directors at other companies or organisations, see section C.1.11 of the Gestamp Corporate Governance Annual Report 2023.
The Board of Directors' Selection Policy, approved by the Company's Board of Directors on 14 December 2017 at the proposal of the Nomination and Compensation Committee, and later amended on 26 July 2022, sets out the procedures and mechanisms for the selection of directors in order to ensure an appropriate and diverse composition of the Company's Board of Directors at all times. This policy sets out the underlying principles that are to govern it, which include the following:
The Board of Directors' Knowledge, Skills, Diversity and Experience Guide sets out the knowledge, skills, diversity and experience that the Board of Directors as a whole must possess such that it serves as a reference and support tool for the Board of Directors' Selection Policy.
This guide, approved on 14 December 2017 by the Board of Directors at the proposal of the Nomination and Compensation Committee, develops the aforementioned principles and establishes that, for the purposes of selecting candidates and re-electing directors, and in the

event of equal knowledge and experience, diversity is to be encouraged, thus preventing discrimination on the grounds of gender, age, culture, religion and race. It also establishes that the composition of the Board of Directors is to be in accordance with the demographic reality of the markets in which the Company operates.
In pursuit of this principle of diversity, and of gender diversity in particular, the Board of Directors' Selection and Diversity Policy establishes the Board's duty to ensure that the Company's diversity measures encourage a significant number of women in senior management positions within the Company, in accordance with the provisions of Recommendation 14 of the Good Governance Code of Listed Companies.
As a whole, the Board must possess the knowledge, skills and experience needed to guarantee the adequate governance of the Company in line with its activities, including its main risks, ensuring that it has effective capacity for independent and autonomous decision-making in the Company's interest. For the purposes of defining the skills, knowledge and experience that, as a whole, are deemed most appropriate for the Board of Directors and to verify the suitability of a candidate for a vacancy on the Board, the Nomination and Compensation Committee approves a competency matrix for the Board of Directors. The current Board of Directors' competency matrix is as follows:
| CORPOR DECREET IS a Rep. 21 to Rep. 20 to 10 and 10 at 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and 10 and | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 8 FridatsClains I liberat Belleval of The |
2 Franchica Loper Perst |
8 Novembrike Pri Hacayatu |
8 Aberto Rodrigons Personal |
8 Partes 10 Next (04 14/10/26 |
8 City stralials Urgulyb Fift, can raises |
දින Archite Cattle First |
8 Datable Interior Figures Boller Ba |
8 300/600 Thurights Products |
8 Cityan CHITAGS Mega |
್ರಿಯ Childlett Eld |
్రామ Linety Childridge Schilder |
ക Maluta dial librisho Gerrego |
|
| PROFESSIONAL EXPERIENCES | NOMATION & COMPENSATION COMMETTEE | AUCHT COMMITTEE | ESC COMMITTEE | ||||||||||
| Experience on governing bodies, strening committees or in the management of ather fisted or relimant companies. |
0 | 0 | 0 | 0 | 0 | 0 | 0 | D | D | 0 | 0 | 0 | 0 |
| 2 Cipenence in strategy defirstion and executive. |
0 | 0 | 6 | 0 | 0 | 8 | |||||||
| Dipersince in growing, summitmission or Jand in consult dation. 3 process. |
0 | 0 | 0 | 0 | 0 | ||||||||
| 4 Experience in intermational environments. |
0 | 0 | 0 | 0 | 0 | D | 0 | 0 | 0 | 0 | 0 | 0 | |
| Tapastumor in areaurs with a high because all development ನ of companies undertaking is digital standformation process |
8 | 0 | 2 | ||||||||||
| 6 Expendence in the automotive industry | 0 | ||||||||||||
| I speninge in the shall industry 6 |
0 | 0 | 0 | ||||||||||
| Experience in ESG ದ (Environministal, Social & Dovernance) |
0 | 0 | 0 | 0 | 0 | ||||||||
| SKILLS & KNOWLEGDE | |||||||||||||
| 9 Ligal | 0 | ||||||||||||
| 10 Accounting and Firsteson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| 11 Augu | 0 | 0 | 0 | ||||||||||
| 12 list Management | 0 | 0 | 0 | ||||||||||
| COOD CORPORATE GOVERNANCE | |||||||||||||
| 13 Induperidance | 6 | 0 | 0 | 0.11 | 19 | 0 | 0 | ||||||
| 14 Diversity Institutionality, gendar, culture | 0 | 0 | 0 | 0 |
This matrix is updated on a regular basis in line with the potential vacancies that may arise on the Board of Directors and the new challenges and opportunities faced by the Company in the short, medium and long term.
Pursuant to the Regulations governing Gestamp's Board of Directors, the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also evaluate (i) the performance of the duties of the Chairperson of the Board and, should the position be held by a different person, that of the chief executive of Gestamp, based on the report submitted by the Nomination and Compensation Committee; as well as (ii) the functioning of the Committees of the Board of Directors, based on the reports they submit to it. This annual evaluation, in compliance with Recommendation 36 of

the Code of Good Governance, is carried out every three years with the advice of an external consultant.
The evaluation process of the Company's Board of Directors for 2023 began on 26 October 2023 and was coordinated by the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors. In accordance with the above-mentioned Recommendation 36, this financial year, the Company worked with an external consultant on the evaluation process.
The evaluation process for financial year 2022 consisted mainly in filling out an evaluation form, interviews with each member of the Board of Directors conducted by the external consultant, the issuance of an evaluation report and the preparation of an action plan.
The areas evaluated were as follows:
On 18 December 2023, the results of their evaluation were submitted to the Nomination and Compensation Committee, as well as those regarding the evaluation of the Board of Directors, the Chairperson of the Board of Directors and the Secretary of the Board of Directors. On the same date, the results of their evaluation were submitted to the Audit Committee and the Sustainability Committee. After analysing the results, each of the Committees issued a report on the evaluation. In addition, the Nomination and Compensation Committee, aided by the external consultant, prepared an action plan that was presented at the first meeting of the Board of Directors in 2024 together with the reports issued by each of the Committees.
Although the results of the 2023 evaluation were positive, the action plan arising from the process includes a series of recommendations about operational aspects of the Board of Directors, which are to be implemented in 2024. For more information on this topic, see section C.1.17 of the Corporate Governance Annual Report 2023.
The Board of Directors shall meet as often as necessary to effectively perform its duties, provided this is required in Gestamp's interest, and at least six times a year with at least one meeting being held per quarter.
In 2023, the Board of Directors met on 9 occasions. All the meetings were presided over by the Chairman and the attendance rate was 98.29% given that, for unavoidable personal reasons, Mr César Cernuda Rego and Mr Gonzalo Urquijo Fernandez de Araoz were unable to attend one of the meetings. That said, the corresponding proxy and instructions to issue a favourable vote on their behalf were granted to the Chairman of the Nomination and Compensation Committee, Mr Alberto Rodríguez Fraile Díaz.

Name: Francisco J. Riberas Mera
Position: Executive Chairman
Appointment as Chairman: 3 March 2017 with effect from 24 March 2017
The chairman of the Board of Directors of the Company is elected from among the members of the Board after a report from the Nomination and Compensation Committee. The Board, after receiving the report from the Nomination and Compensation Committee, may appoint one vicechairman or more to replace the chairman in the event of absence or incapacity.
The Board of Directors can permanently delegate its powers to one or more members of the Board, except for those powers reserved for the Board by Law, the Articles of Association or the Regulations herein.
The permanent delegation of the Board of Directors' powers and the appointment of the director or directors vested with the delegated powers shall not be valid unless they receive the favourable vote of at least two thirds of the members of the Board of Directors. The CEO's appointment is proposed by the chairman following a report by the Nomination and Compensation Committee.
The CEO is tasked with effectively representing and steering the Company's business, always in line with the decisions reached and criteria set by the General Shareholders' Meeting and the Board of Directors, within their respective spheres of authority.

Name: Alberto Rodríguez Fraile, Independent Director Position: Coordinating Director Appointment: 24 July 2017
Given the Chairman's status as executive director, following a proposal by the Nomination and Compensation Committee and with the executive directors abstaining, the Board of Directors appointed a Coordinating Director.
Greater efficiency and transparency in exercising the powers and performing the duties assigned to the Board of Directors warrant the establishment of committees.
These committees are not only called upon to facilitate decisions of the Board (by assessing the matters in advance), but also to strengthen the principles of objectivity and reflection with which the Board of Directors must address certain issues. To this end, the Board of Directors has formed an Audit Committee, a Nomination and Compensation Committee and a Sustainability Committee. The rules on their composition and functioning are outlined in Article 39 of the Regulations of the Board of Directors, while its duties are set out in Articles 40, 41 and 42 of the same Regulations.
Below is a description of the composition of the Company's Audit Committee as of the date of this Report, stating each member's position, category and date of appointment as a committee member.
| Member | Position | Category | ||
|---|---|---|---|---|
| Ms Ana García Fau | Chairwoman | Independent | ||
| Mr Javier Rodríguez Pellitero | Member | Independent | ||
| Mr Juan María Riberas Mera | Member | Proprietary | ||
| Mr David Vázquez Pascual | Secretary | Non-director | ||
| Ms Elena Torregrosa Blanchart | Vice-secretary | Non-director |

In 2023, the Audit Committee met on 13 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%.
Below is a description of the composition of the Company's Nomination and Compensation Committee as of the date of this Report, stating each member's position, category and date of appointment as a committee member.
| Member | Position | Category |
|---|---|---|
| Mr Alberto Rodríguez-Fraile Díaz | Chairperson | Independent |
| Mr Pedro Sainz de Baranda Riva | Member | Independent |
| Mr Gonzalo Urquijo Fernández de Araoz |
Member | Other external directors |
| Mr David Vázquez Pascual | Secretary | Non-director |
In 2023, the Nomination and Compensation Committee met on 7 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%.
Below is a description of the composition of the Company's Sustainability Committee as of the date of this report, stating for each member the position, category and date of appointment as a committee member.
| Member | Position | Category | ||
|---|---|---|---|---|
| Mr César Cernuda Rego | Chairperson | Independent | ||
| Ms Chisato Eiki | Member | Proprietary | ||
| Ms Loreto Ordóñez Solís | Member | Independent | ||
| Ms Marieta del Rivero Bermejo | Member | Independent | ||
| Mr David Vázquez Pascual | Secretary | Non-director | ||
| Ms Elena Torregrosa Blanchart | Vice-secretary | Non-director | ||
| Mr Carlos Franch Jiménez | Deputy Secretary | Non-director |
In 2023, the Sustainability Committee met on 7 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%.

The Remuneration Policy for Directors of the Company approved at the General Shareholders' Meeting held on 9 May 2023 defines the following principles, which guide the remuneration of directors for holding such position:
Remuneration of directors for undertaking their executive duties shall also be guided by the following principles contained in the Remuneration Policy:
The remuneration paid to each Gestamp director is also published in the Directors' Remuneration Report and in section C.1.13 of the Corporate Governance Annual Report.

| Name | Fixed rem. |
Attendance fees |
Remuneration for membership on board committees |
Salaries | Short-term variable remuneration |
Long-term variable remuneration |
Severance payments |
Other items* |
Total 2022 |
Total 2023 |
|---|---|---|---|---|---|---|---|---|---|---|
| D. Francisco José Riberas Mera |
- | - | - | 750 | 295 | - | - | - | 1,046 | 1,045 |
| D. Francisco López Peña |
- | - | - | 315 | - | 3,150 | - | 12 | 312 | 3,477 |
| D. Alberto Rodríguez Fraile Díaz |
85 | - | 40 | - | - | - | - | - | 110 | 125 |
| Dña. Ana García Fau |
85 | - | 40 | - | - | - | - | - | 110 | 125 |
| D. César Cernuda Rego |
85 | - | 40 | - | - | - | - | - | 110 | 125 |
| D. Pedro Sainz De Baranda |
85 | - | 20 | - | - | - | - | - | 95 | 105 |
| D. Javier Rodríguez Pellitero |
85 | - | 20 | - | - | - | - | - | 95 | 105 |
| Dña. Concepción Del Rivero Bermejo |
85 | - | 20 | - | - | - | - | - | 95 | 105 |
| D. Gonzalo Urquijo Fernández De Araoz |
85 | - | 20 | - | - | - | - | - | 95 | 105 |
| D. Norimichi Hatayama |
85 | - | - | - | - | - | - | - | 80 | 85 |
| D. Juan María Riberas Mera |
85 | - | 20 | - | - | - | - | - | 95 | 105 |
| Dña. Loreto Ordoñez |
85 | - | 20 | - | - | - | - | - | 95 | 105 |
| Dña. Chisato Eiki |
85 | - | 20 | 750 | - | - | - | - | 95 | 855 |
| Total | 935 | - | 260 | 1,815 | 295 | 3,150 | - | 12 | 2,433 | 5,717 |
*Other items refer to remuneration in kind: life insurance premiums and company car.
| 2022 | 2023 | |
|---|---|---|
| Women | 98.8 | 110.0 |
| Men | 226.4 | 586.4 |
*Average remuneration in 2023 rose significantly due to payment that year of the 2022 Long-Term Incentive to the then executive director Mr Francisco López Peña. If this effect is removed, the average remuneration for male directors is 236..
Senior Management is in charge of the strategic organisation of the Group by disseminating, implementing and monitoring the business strategy and guidelines.
From an organisational standpoint, Senior Management perform their duties in accordance with the different geographical markets and operating segments where the Company conducts its business.
Members of Senior Management as of 31 December 2023:
| Individual or company name | Position/s: |
|---|---|
| Mr Manuel de la Flor Riberas | Managing Director of Human Resources |
| Mr David Vázquez Pascual | General Director of the Legal, Tax and Corporate Governance Department |
| Ms Patricia Riberas López | Director of the Office of Transformation and Organisation |
| Mr Ignacio Mosquera Vázquez | Chief Financial Officer |
| Mr Juan Miguel Barrenechea Izarzugaza | Chief Commercial Officer |
| Mr Javier Ignacio Imaz | Corporate Purchasing Director |
| Mr Fernando Macias Mendizabal | Corporate Director of Operations and Director of the Southern Europe Division |
| Mr Manuel López Grandela | General Manager of Mercosur Division |
| Mr Kevin Stobbs | Director of the Asia Division |
| Mr César Pontvianne de la Maza | General Manager of the Business Mechanism Unite (Edscha) |
| Mr Juan Carlos Peña Fernández | Director of Internal Control and Internal Audit |
As instructed by the CNMV, Mr Juan Carlos Peña Fernández is included in this list, in her capacity as Director of Internal Control and Internal Audit, despite not being a member of senior management.
Average Senior Management remuneration by gender (thousands of euros)
| 2022 | 2023 | |||
|---|---|---|---|---|
| Women | 183.1 | |||
| Men | 522.9 | 1,610.2 | ||
Other items consist of remuneration in kind: life insurance premiums and company car.
*In 2021, the breakdown by gender was not provided as there was only one woman in Senior Management. The average remuneration in 2023 increases significantly due to the payment in 2023 of the 2022 Long-Term Incentive.
The remuneration of Gestamp's Senior Management is also published in section C1.14 of the Corporate Governance Annual Report.
At its meeting held on 27 February 2024, the Board of Directors approved the Company's Annual Corporate Governance Report for 2023. In relation to the 57 Recommendations in the Good Governance Code for Listed Companies that are applicable to the Company, said report shows that 54 of these Recommendations are met, 2 are partially met and only one is not met.
For more information, see the Gestamp Corporate Governance Annual Report 2023 published on the Gestamp and CNMV websites.

The identification, evaluation and management of risks has been included in Gestamp's culture and strategy since its inception and has gained special relevance in recent times with increasingly changing geopolitical and economic environments.
Risk management, implemented in all businesses and levels of the organization, contributes to reducing, in some cases substantially, the consequences and the probability of occurrence if any of the events materialize, and even transforming risks into opportunities and source of competitive advantage.
Gestamp has a Comprehensive Risk Management System (SIGR) 9 to ensure that financial and nonfinancial risks that could affect the achievement of the Group's strategies and objectives are identified, evaluated and managed systematically and with homogeneous criteria.
Risk management is a process driven by the Board of Directors that helps the company generate value in a sustainable way while safeguarding the interests of its stakeholders.
Gestamp has a Risk Management Policy approved by the Board of Directors that applies to all companies that make up the Group and covers all risks associated with the activities, processes, projects and business lines of the Group in all geographical areas. in which it operates.
This policy states 10:
The annual risk management process consists of:
In any case, since it is a dynamic system, the aforementioned update includes the incorporation of new risks, as well as the entire subsequent management process that derives from them, depending on the evolution of the businesses, regulations, good governance recommendations
9 Based on the COSO ERM model standards, ISO 31000 and the good practices mentioned in the Code of Good Governance of Listed Companies and in the Technical Guide 3/2017 on Audit Committees of Public Interest Entities. 10 More information about the Risk Management System in the Corporate Governance Report.

and others, as is the case of the risks related to the ESG area, which have been reviewed and aligned, in adaptation to the ESG 2025 Strategic Plan, as explained in subsequent sections.

Gestamp carries out its activities in multiple countries, markets and regulatory, political and socio-economic environments and due to this the company is exposed to strategic, operational, financial, reputational and compliance risks, which must be mitigated in the most effective way possible.
During 2023, the risks detected by the company are in line with those of the previous period, also taking into account the consequences derived from the ongoing international conflicts, which have generated an impact for companies and countries around the world.
These factors have led to the reinforcement of internal measures and policies to mitigate the different consequences derived, among others, from price increases and discontinuities in the supply of raw materials and energy.
Below are some of the main risks identified and the management measures established by the company:
| RISKS Operational risks |
MANAGEMENT MEASURES |
|---|---|
| Ability to adapt to drops in volumes: flexibility of production and absorption of associated costs. Uncertainty of sales volume forecasts. |
Gestamp has been working for years on Industry 4.0 and digitalization projects aimed at making production more flexible and absorbing costs. |
| Gestamp's Smart Factory model allows us to face market uncertainties, with a new component assembly concept that makes it possible to adjust the installed production capacity to the real volumes of the different vehicles at all times. |
|
| Multiple indicators of maximum sensitivity are also available for detecting situations of non-immediate adaptation. |
|
| Given the impossibility of anticipating events that could substantially alter vehicle sales volumes, Gestamp works to try to reduce the impact of this risk on the business. |
|
| Among other measures, there are: the optimization of the cost structure to balance variable and fixed costs, the aforementioned Smart Factory model for the implementation of flexible production processes or the establishment of binding contractual clauses against drops in volumes, where may be possible. |
|
| Volatility risks and supply management |
Most steel is purchased through "re-sale" contracts agreed upon directly by automakers. For the rest of raw material supplies, Gestamp negotiates with steel suppliers purchase prices aligned with the agreements closed by customers. |
| Numerous controls are carried out associated with the management of the logistics chain and daily controls of the stock level in conjunction with production forecasts. |
|
| Gestamp has designed a long-term energy purchase strategy with PPA contracts (Power Purchase Agreement) with the aim of reducing the impact of price volatility. |
|
| Profitability deviations in the industrialization and production phases of the projects. |
Gestamp has GPCS (Gestamp Product Creation System), a system that regulates and collects all the procedures to be carried out in the study and pricing phase of the projects, serving as a repository of all the documentation of the different parts of the process, including that associated with risks. In this system, the different milestones of each project, their review points and those responsible are defined. This system is disseminated and implemented globally in the Group. Additionally, there is a global database that includes the history of incidents and lessons learned for consultation when preparing each new Business Case. |
| Finally, for each launch and its corresponding Business Case, a deviation analysis is carried out and they are monitored from a specific corporate control department. |

| Incidents related to the quality of Gestamp products |
Gestamp has a global quality management system that is the basis of the plants' systems, certified by internationally accredited independent organizations and also audited regularly by both clients and the internal quality audit team. Additionally, it develops quality standards with the best practices of the different plants to be implemented in all of them, with a special focus on manufacturing processes, as well as various computer tools that help with the effective deployment of work methodologies in the quality environment. typical of the automotive sector. |
|---|---|
| Cybersecurity risk and critical information leak |
Implementation of the strategic cybersecurity plan in the plants and divisions, with various measures ranging from the reinforcement of barriers to access to information, to alert systems for intrusion attempts, phishing, malware, etc. or ongoing employee awareness activities. Update and reinforcement of liquid asset protection procedures. Classification of information by level of criticality and design of adequate protection. |
| Strategic risks | |
| Political and economic instability in the various countries in which Gestamp operates |
Gestamp monitors the geopolitical situation in all the countries in which it operates to evaluate and incorporate the effects of potential instability into the Group's forecasts and strategic and operational decisions and designs mitigating measures in this regard. Likewise, related factors and indicators are taken into account in the award of each new relevant project in countries with significant risk, through ad hoc reports and are shared in the committees responsible for making the decisions, as well as their mitigating measures. |
| Sufficient ESG objectives in the company's business model and their adequate achievement. |
Gestamp has established a long-term ESG 2025 strategic plan that has been designed to be in line with the risks identified in the Group and in line with the expectations of the different stakeholders. Governing bodies and ESG policies have been defined that determine the company's governance in this field, as well as multidisciplinary working groups at both the corporate and divisional levels. Finally, continuous monitoring activities are carried out. |
| Difficulty in identifying, selecting and retaining trained professionals in line with an environment of technological change and global growth |
Gestamp currently has a people management model that allows it to identify, on a homogeneous and consistent basis, the existing talent in the organization. This, together with other management tools such as training and development programs, mobility plans, and compensation programs, contributes to the development and growth of talent. Furthermore, based on the Group's strategic priorities, both in terms of growth and development and adoption of new technologies, it allows planning the talent needs in number and characteristics, for those environments where it is necessary. |
| Inadequate definition of the technological strategy |
Gestamp participates in co-developments with clients and multiple digitalization and Industry 4.0 initiatives. Additionally, a specific technological innovation roadmap has been defined for electric vehicles and other technologies. The activities are supervised and directed by the R&D Committee. |

| Financial risks | |
|---|---|
| Risks associated with fluctuations in financial markets, such as exchange rates or interest rates |
Use of interest rate derivative financial instruments. Additionally, a balance is sought between the combination of fixed and variable rates in debt. Regular assessment of foreign exchange exposure by geography and making hedging decisions. Monthly monitoring of its impacts. Establishment of contractual clauses with third parties for indexation of exchange rate variations. |
| Compliance risks | |
| Compliance risks associated with the various legislation and regulations to which the Group is subject. |
Continuous monitoring of all regulatory changes that may affect Gestamp. |
| There is a complaints channel with continuous activity and monitoring and regular reporting to the Group's Audit Committee. |
|
| Likewise, the Group has a Criminal Risk Prevention Model, as well as a Criminal Risk Prevention Manual and the codes and policies associated with it, which are approved and reviewed periodically by the Board of Directors. |
More information about 2023 risks in the Corporate Governance Report.
Gestamp is aware that ESG risks are closely linked to the geographical location of its plants and the complexity of the automotive sector value chain. For this reason, through the ESG 2025 Strategic Plan, it also seeks to contribute to mitigating these risks with a double direction: towards the company and towards its stakeholders and environment.
During 2023, the Risk Management and the ESG Management have created a matrix that crosses Gestamp's risks with the areas of the ESG Strategic plan with a double objective: to ensure that the Risk Map is aligned with the company's new ESG strategy and know the degree of contribution of the different areas of the ESG Plan to the mitigation of the company's risks.


After analyzing this matrix, the following conclusions have been obtained:
Firstly, the most mature plan areas, that is, those in which the company has been working for the longest time, meet their objective of mitigating risks such as the safety and health of workers, risks related to the quality of the parts supplied or risks of compliance and accountability.
In addition, the plan reinforces areas that mitigate risks related to the environmental, social and ethical management of the supply chain or non-alignment with clients' ESG expectations or talent attraction and retention.
And mainly, the plan not only contributes to mitigating risks, but also transforms some of them into opportunities and competitive advantage, such as alignment with clients' climate change objectives or introducing the concept of circularity.

Gestamp is committed to ethics, integrity and transparency in the course of its business. We are also aware that the decisions and actions of the Group and its employees contribute to building and maintaining its reputation and impact the confidence that stakeholders have in the Group.
The following are part of the identification process of the company's main impacts, risks and opportunities in different areas related to Business Conduct:
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| Impact | - | Damage caused by employees due to breach of the Code of Conduct. | ||
| Description | Magnitude | Probability | ||
| Risks | Economic sanctions, in addition to reputational damage, resulting from possible internal actions that promote anti-competitive, monopolistic, corrupt or fraudulent practices. |
|||
| Reputational improvement due to the implementation of improvements in the | ||||
| Opportunities | company's Code of Ethics and Conduct. |
vulnerability to cyberattacks.
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| Impact | - | Greater vulnerability of third-party data privacy and security due to lack of strategic cybersecurity plans. |
||
| Magnitude | Probability | |||
| Risks | Reputational damage and financial penalties resulting from inadequate implementation of cybersecurity tools and technologies that result in increased |
| Severity/Magnitude | Probability | ||||
|---|---|---|---|---|---|
| Low | Low | ||||
| Medium | Medium | ||||
| High | High | ||||
| N/A | Impact considered already existing (real) so it does not have probability. |
||||

To adequately manage the IROs identified, Gestamp has established the following objectives within the ESG 2025 Plan:
| Description | 2023 Results | 2025 Objectives |
|---|---|---|
| Countries with criminal risk prevention | 40%11 | +60% of countries |
| programmes | ||
| Roll out of third-party due diligence policy |
40%10 | +60% of countries |
| Implementation of the due diligence in | A preliminary analysis | |
| human rights programme. | has been carried out. | Done |
In line with this commitment, Gestamp has a Compliance Department that operates through different bodies: the Ethics Committee, the Compliance Office and the Regulatory Compliance Unit. The Compliance Department supports the Board of Directors and, in particular, the Audit Committee, the supervisory body of the Code of Conduct, the Whistleblowing Hotline and the Group's internal control programmes.
The Compliance Policy establishes the governance structure of the Compliance Department: while the Ethics Committee, with the support of the Compliance Office, acts within the scope of the Code of Ethics and the Whistleblowing Hotline, the Regulatory Compliance Unit is limited to developing and monitoring the compliance programmes implemented in the Group.
Additionally, the Sustainability Committee monitors and oversees those aspects related to Human Rights such as the Policy, which was approved at the end of 2022 by the Board of Directors.
Gestamp has had a Code of Conduct since 2011. This document is the common reference framework for the ethical and respectful behaviour of the members of the governing bodies and employees contractually linked with the Group companies or with any of the subsidiaries in which the parent company holds, directly or indirectly, the status of majority partner.
It contains the Rules of Conduct based on the Corporate Principles and on the Ten Principles of the UN Global Compact relating to human rights, labour standards, environmental standards and the fight against corruption.
On 7 May 2018, the Board of Directors of Gestamp Automoción, S.A. approved the current version of the Code of Conduct in order to adapt and update its content to meet the requirements arising from the new listed company status of the Group's parent company.
The Code of Conduct can be found on the Group's website and Intranet and is available to both employees and third parties (suppliers, clients, local communities, etc.) in any of the 18 languages used by the Group.
11 In 2023 great efforts have been made in this area, resulting in 70% of the objective set in the ESG Plan for 2025 being achieved. For more information see the Criminal risk prevention section.

All Group employees and members of the governing bodies must have completed the introduction course on the Code of Conduct at least once. It also forms part of the induction plan for new employees, where they are given the document and asked to adhere to it. The Code of Conduct training can be carried out in the following ways:
Gestamp has the following bodies that, among other functions, ensure compliance with internal regulations and legislation applicable to the Group, and are involved in the monitoring and control of the Code of Conduct and the Criminal Risk Prevention Model:
The Board of Directors, as the highest supervisory, management and control body of the Company, has, among others, the duty of approving the Code of Conduct and other general policies related to it, as well as the Compliance Model (including the Criminal Risk Prevention Model). It also supervises the correct functioning of the Compliance Model with due diligence and efficiency.
Gestamp's Management, as the first line of defence, must at all times take action to ensure that the areas under its responsibility act in accordance with the applicable legislation and internal regulations, taking responsibility for ensuring that these areas correctly implement the controls assigned to them, and for following up on the proposed corrective actions.
The Board of Directors has delegated the following duties related to ethics and integrity to the Audit Committee:
The Audit Committee has the continuous support of the Ethics Committee, the Compliance Office and the Regulatory Compliance Unit in order to carry out the tasks in relation to the aforementioned duties and, for these purposes, said units regularly report to the Committee within the scope of their competence.
The Ethics Committee is a collegiate body with initiative and control powers. Its activity is supervised by the Audit Committee and consists mainly of:

The Compliance Office reports to the Ethics Committee. Its duties include receiving, directing, monitoring, appropriately reporting, documenting and investigating, where appropriate:

In order to respond to communications regarding possible breaches of the Code of Conduct and other internal regulations or legislation applicable to the Group, as well as in relation to suggestions, queries or doubts, Gestamp has a whistleblowing hotline with the following communication channels, whereby the confidentiality of the process and the rights of the people who communicate in good faith and of the people reported is guaranteed:
This channel is available to employees and people linked in any way to the Group (employees, clients, suppliers, collaborators, partners, shareholders and investors and local communities, among others).
The reports are analysed and investigated as quickly as possible, applying the principles of confidentiality, non-retaliation and protection of personal data to all those involved in the investigation process, with a focus on the whistleblower and accused party. If an infringement is proven, the corresponding sanction shall be imposed by the competent internal bodies.
During 2023, for the purposes of verifying if the channels of communication comply with Law 2/2023, on whistleblower protection, which incorporates Directive (EU) 2019/1937 into Spanish Law, a Gap Analysis was conducted with an external company.
Said Law establishes a series of minimum requirements that must be met by the various internal information channels through which individuals can report, within a work setting, any violations of EU Law.


Based on the results of the analysis performed by the external company, an action plan was drawn up and fulfilled before the end of the year.
The plan included the following actions:
Both documents are available on both the company website and the Group Intranet and can be accessed by both employees and third parties (suppliers, clients, local communities, etc.) as users of the channels. The main updates are:
The Group is committed to collaborating and cooperating with the authorities and judicial and administrative bodies in relation to the investigation of alleged criminal acts that may be committed within the Group.
In 2023, 129 communications were received through the different channels. Except for 3 communications regarding questions of interpretation, the rest referred to alleged breaches of Gestamp's Code of Conduct.
At 31 December 2023, the communications according to type were:
| No. of | No. of | No. of | ||
|---|---|---|---|---|
| Subject Matter | Cases | Cases | Cases | |
| 2021 | 2022 | 2023 | ||
| Integrity in the workplace: | Have facilities and equipment in good condition | |||
| Health and Safety* | available, as well as people who respect the rules and put prevention ahead of anything else. |
14 | 18 | 13 |
| Discrimination and fair treatment* |
No discrimination on grounds of race, religion, sex, age, nationality, sexual orientation, gender identity, marital status or disability. |
10 | 7 | 11 |
| Harassment* | Physical or verbal conduct of a sexual nature with the aim or result of undermining the dignity of others, especially when it creates an intimidating, degrading or hostile environment. |
1 | 2 | 2 |
| Respectful working environment* |
Right to be treated fairly and with respect. One of Gestamp's aims is to create a work environment in which mutual trust and respect prevails. |
66 | 64 | 73 |
| Equal opportunities* | Promote equality in terms of access to employment and promotion of professionals, as well as respecting equal pay for equal work. |
3 | 7 | 8 |
| Respect for freedom of thought and association* |
Recognition of the principles of freedom of association and freedom of thought for employees. |
0 | 0 | 0 |
| Forced or child labour* | Avoid any instance of recruiting staff against their will or under threat, including by means of violence or intimidation, and the employment of any person under the age at which education stops being compulsory. |
0 | 0 | 0 |
| Integrity in the supply chain: | ||||
| Limitations and incompatibilities |
Holding positions in, performing duties for, or acting in representation of competing companies that supply goods and services is prohibited. |
1 | 0 | 0 |
| Conflict of interest | Avoid situations where an employee's personal interests may clash with Gestamp's interests. |
0 | 4 | 8 |
| Bad practices with suppliers |
All interactions with our suppliers must meet the company's ethical standards. |
4 | 14 | 5 |
| Corruption | Corruption or bribery is not accepted. It is forbidden for any Gestamp employee to negotiate with a government or political party official in order to offer or provide a backhander or reward that favours decision-making for the benefit of themselves or the Group. |
0 | 0 | 0 |
| Political activity | Gestamp will neither participate in any political activity nor provide any kind of politically motivated financial donation to any country in the world. |
0 | 0 | 0 |
| Integrity regarding shareholders and business partners: | ||||
| Reliability of information | The honest, accurate and objective collection and presentation of information, whether financial or otherwise. |
2 | 5 | 2 |
| Data handling** | Gestamp's technical, operational, commercial and financial data is company property, and is therefore considered confidential and must be safeguarded. |
0 | 1 | 1 |
| Privacy and confidentiality | Gestamp is committed to following existing legislation on the protection of personal data. |
2 | 1 | 0 |
| Control of insider information |
Commitment to supporting the legitimacy and transparency of securities markets worldwide by using information in a discreet and professional manner. |
0 | 0 | 0 |
| Asset protection | Ensuring the proper use of Gestamp's assets, including property, time, confidential information, intellectual and industrial property rights, company funds and equipment belonging to the company. |
3 | 1 | 5 |
| Integrity regarding environment and community: |

| Environment* | Commitment to adapting and using the best available practices for the company's facilities in order to protect the environment. |
0 | 0 | 0 |
|---|---|---|---|---|
| Community commitment* | Gestamp is committed to the economic and social growth of communities, through the creation of stable employment and working with local actors. |
0 | 1 | 1 |
| TOTAL | 107 | 125 | 129 |
*Subject matter directly or indirectly connected to the human rights of employees. **No case has been related to financial matters
Taking into account the communication channels used:
At 31 December, 91% of the received communications had been closed. As a result of the investigations carried out in response to the reports, appropriate measures have been taken when deemed necessary, including:
Gestamp is aware of the industrial community's responsibility in terms of human rights, not only through its direct activity but also through all its business relationships. In order to anticipate the approval of the Sustainability Due Diligence Directive and follow the recommendations of the United Nations, ILO and OECD, during 2023 Gestamp has made progress with the implementation of due diligence in Human Rights.
In 2022, Gestamp updated its Human Rights Policy, which sets out the scope of the company's responsibility in this area and the due diligence strategy, ensuring alignment with the European Union's upcoming Corporate Sustainability Due Diligence Directive.
The Human Rights Policy was approved by the Board of Directors and applies to all Gestamp Group employees, as well as subcontractors, suppliers, partners, customers and collaborators, in compliance with the United Nations Guiding Principles on Business and Human Rights. The Policy sets out the following minimum human rights principles for the company in its relations with stakeholders:


In line with the Code of Conduct, Gestamp's Human Rights Policy establishes its own due diligence process to identify any real, potential risks of human rights violations that may arise in the course of Gestamp's normal activities.
The company has a due diligence process for human rights that enables it to:
During 2023, Gestamp has analysed its inherent human rights risks based on the probability according to the geographical areas in which it carries out its activities and the severity based on their scale, scope and remediation of the different human rights risks in its stakeholders.
From the risk assessment, it is concluded that the inherent human rights risks are determined by its geographical presence and also by its commercial activities with third parties, mainly through its supply chain.

Gestamp has launched a questionnaire to plants and corporate departments to assess the measures implemented and detect new reinforcement measures to minimise the probability and consequences of human rights risks.
Following the guidelines of the Danish Institute for Human Rights, it is confirmed that the company has policies and procedures to respect the human rights of all its stakeholders and that it establishes measures in those markets where the legislation is laxer.
Given the complexity and globalisation of the industry's supply chain, many of the potential risks related to this matter have been identified as stemming from relations with suppliers, subcontractors and collaborators. Therefore, special controls for human rights have been incorporated into the Group's supplier management platform: ESG risk prediction tool, selfcompleted questionnaire for suppliers and templates for identifying conflict minerals. (Further information: Responsible supply chain management).
Gestamp also has a whistleblowing hotline for employees and people linked in any way to the Group (employees, clients, suppliers, collaborators, partners, shareholders and investors and local communities, among others) which considers matters directly or indirectly related to human rights. (See Code of Conduct section).
As a result of the diagnosis, Gestamp has identified the need to strengthen some of its human rights violation protection measures such as:
Furthermore, Gestamp's plants in the United Kingdom have a specific internal policy called Slavery and Human Trafficking Statement to comply with the regulations, of an eminently criminal nature, existing in the UK (Modern Slavery Act).
Additionally, in its activities in Germany, Gestamp as implemented the Law for due diligence of the supply chain (LkSG).
Gestamp's Criminal Risk Prevention Model aims to analyse and assess the risks arising from the potential perpetration of offences within the Group, as well as to identify the controls, already implemented or to be implemented, that are necessary to prevent, detect or mitigate criminal risks. This model, including the Criminal Risk Map and Criminal Risk Prevention Manual, is regularly revised and updated.
During the 2023 financial year, work continued on updating and improving the Criminal Risk Prevention Model by extending the scope of evaluation processes for the design and effectiveness of controls, as well as establishing corrective measures for any shortfalls detected. In terms of promoting a culture of compliance within Gestamp, training on criminal risk prevention has continued, adapted to the risk profile for the professional activity of each employee. Likewise, a notice about the Gift Policy was sent to all employees, which detailed the fundamental aspects of the standard in order to promote greater awareness of it.
Finally, in order to achieve better coordination and supervision of the control framework established on an international level, work has continued on revising the risks and controls set locally, with corrective action proposed where necessary.

Corruption, fraud and bribery are prevalent in today's society. These illegal activities stunt economic and social development, undermine the rule of law and, from a business perspective, are detrimental to the market and corporate reputation.
On 17 December 2018, the Gestamp Board of Directors approved the Anti-Corruption and Fraud Policy, which expands on the internal regulations regarding corruption, fraud and bribery already established in the Code of Conduct. The Policy is applicable to directors, managers and employees who are contractually bound to the Group's companies, as well as any third parties that liaise with the Group.
The aim of this Policy is to send a strong and clear message of opposition to all forms of corruption, fraud and bribery and to explicitly state our commitment to avoiding said conduct within the organisation.
To this end, it establishes certain guidelines for action and the rules applicable to the performance of any business-related activity conducted within the Group in relation to:
The Group is also aligned with major international standards on corporate responsibility and anticorruption, including the Tenth Principle of the UN Global Compact, the recommendations of the Organisation for Economic Co-operation and Development (OECD), the US Foreign Corrupt Practices Act and the UK Bribery Act, among others.
Corruption, fraud and bribery also form part of the catalogue of risks found in the Group's Criminal Risk Prevention Model and, therefore, controls designed to prevent them from materialising have been introduced. This includes due diligence measures established to identify and manage the integrity risk associated with certain partners, customers and suppliers that Gestamp engages with based on its normal operations.
Although the training given on criminal risk prevention has been adapted to the risk profile for the professional activity of each employee, all participants took the module on the prevention of corruption and bribery.
With respect to political activity, the Group does not take part in any activity of this kind, nor does it show support for, make financial contributions or give donations of any kind to political parties or their members.
In accordance with the legislation applicable in the jurisdictions where Gestamp carries out its usual activities, the Group is not obliged to comply with anti-money laundering and counterterrorism financing legislation.

Nevertheless, the Criminal Risk Prevention Model includes money laundering and terrorism financing within the catalogue of risks that the Group is exposed to as a result of its usual activity, therefore specific measures are in place to prevent them from materialising.
Our Code of Conduct establishes measures aimed at avoiding any conduct that could illegally restrict free competition in the markets in which Gestamp operates. It does so by forbidding engagement in secret agreements on prices or terms of sale with competitors, secret agreements on waiving competition, the submission of sham bids, client sharing and other market segmentation standards.
Furthermore, the Crime Prevention Model stipulates the analysis, identification and regular assessment of risks linked to the perpetration of offences related to conduct that restricts free competition, and also defines effective controls for preventing the possibility of such offences being committed.
Gestamp has not been involved in any legal proceedings in the last 5 years nor have any fines been imposed for anti-competitive practices.
Beyond the Code of Conduct applicable to all employees and persons connected to them, in order to avoid conflicts of interest, Article 22 of the Board Regulations stipulates that directors are required to inform the Board of Directors of any circumstances that may lead to a direct or indirect conflict of interest as soon as they become aware of such circumstance.
In any event, each member of the Board of Directors must abstain from attending and participating in deliberations and votes (including by means of proxy vote) concerning matters in which they or a related party, as defined in the applicable law, have a direct or indirect conflict of interest.
Additionally, directors should abstain from engaging in commercial or professional transactions that may lead to a conflict of interest, without having first informed and received approval from the Board of Directors, which shall request a report from the Audit Committee.
The Internal Code of Conduct Concerning Securities Markets determines the standards of conduct and action to be followed by those to whom they are addressed, including, but not limited to, the members of the Board of Directors, senior management, employees or external advisors who have access to insider information belonging to Gestamp, as well as those involved in handling, using and disseminating insider information, all for the purpose of fostering transparency, protecting the interests of investors with regard to Gestamp securities and avoiding any situation that potentially qualifies as market abuse.
The company considers intellectual and industrial property rights, and the implementation of the related trade secrets and know-how, to be integral to the competitive advantage of our business.

Therefore, Gestamp focuses its efforts and invests resources in submitting, registering, maintaining, monitoring and defending our intellectual and industrial property rights.
These intellectual and industrial property rights cover both the technologies, processes and products encompassed in Gestamp's core business, as well as those technologies aimed at optimising and increasing the flexibility and efficiency of processes and the quality of the products in the area of Industry 4.0.
Many of the technologies and processes that we use stem from the knowledge, experience and skills of our scientific and technical personnel. In some cases, these technologies and processes are patented and protected through intellectual and industrial property rights, while others are protected through trade secrets. To protect our trade secrets, know-how, technologies and processes, we formalise confidentiality agreements with employees, clients, suppliers, competitors, contractors, consultants, advisors and collaborators that prevent confidential information from being disclosed to third parties.
Gestamp protects its pre-existing intellectual and industrial property rights and does not transfer them to any collaboration partners, clients, suppliers, competitors or third parties. Where development agreements are formalised, we assert ownership over intellectual and industrial property rights that may arise in relation to those agreements and which are connected to or based on company know-how, trade secrets, technology and processes.
As of 31 December 2023, Gestamp has more than 1,300 patents, utility models and corresponding applications.
The use of original/authentic parts is a pre-requisite for the proper functioning and maintenance of vehicles throughout their service life.
Beyond the law's prohibition of using counterfeit parts, Gestamp is aware of how a counterfeit component can compromise the integrity of a vehicle in terms of safety and performance.
Gestamp has identified two stages in its manufacturing process in which there is a potential risk of counterfeit parts making their way into the value chain. Although there is a low likelihood of this happening, the company has established measures to reduce the risk to a minimum:
Gestamp has built and maintains quality management systems that have the international certifications required by customers, above all the IATF 16949 standard. These management systems aid Gestamp's continuous improvement by focusing on the customer and promoting safe, sustainable prevention through detection, resulting in fewer defects and less waste in the supply chain.
The aim is to bring the whole of the company's manufacturing activity in line with the quality expectations of customers and with international standards, to ensure the maximum quality and

efficiency of manufacturing processes, and to comply with customers' specifications throughout these processes until the delivery of the final product.
Gestamp is committed to the protection of personal data. Therefore, within the Group we are constantly adapting and boosting our resources to comply with the personal data protection legislation in force in the regions where Gestamp operates and/or carries out personal data processing activities.
In this regard, Gestamp has a Data Protection Policy aligned with the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), which sets out guarantees and principles, as well as the main obligations and rights in terms of personal data protection at Gestamp Group companies. This Data Protection Policy is the core of Gestamp Group's commitment to the protection of the fundamental rights and freedoms of natural persons and, in particular, their right to personal data protection.
Gestamp continually strives to implement any and all mechanisms that are required in order to ensure that personal data remain secure and to prevent tampering, loss, or unauthorised processing or access, even in regions that are beyond the scope of application of this GDPR, by adapting the Data Protection Policy to local laws. As such, Gestamp Group standards are applied across all regions in which we operate, are present and/or conduct personal data processing activities. Since these standards are based on the GDPR, in several regions they are stricter than national regulations.
Moreover, the Group has conducted a risk assessment of the corporate applications that process personal data, to evaluate the security measures implemented, and it has developed a procedure for the execution of privacy impact assessments (PIA) that determines the level of risk entailed whenever data are processed with a view to establishing the most appropriate control measures to limit this risk.
Furthermore, the training of our employees is crucial to the success of any new project. Therefore, to ensure compliance with and implementation of the GDPR, the Group has offered face-to-face training sessions for certain corporate services employees who regularly work with personal data, thus providing them with theoretical and practical information about how to apply the GDPR. In addition, there is an online data protection training course available to employees free of charge and accessible at any time.

Gestamp's cybersecurity governance programme is built on the need to protect company data and safeguard the supply chain and business continuity processes.
One of the major current challenges for Gestamp is cybersecurity, which is why its Strategic Cybersecurity Plan has been designed around risk management and is regularly revised in line with international standards and best practices. This includes projects and initiatives to facilitate adapting to new demands.
Gestamp strives to maintain is competitiveness by having a well-defined and informed strategy, with clear objectives that enhance surveillance, protection and resilience. It has 24/7 incident response support and monitoring services, with qualified staff overseeing the execution of the tasks and various initiatives, who are supported by specialist technical teams, tools and processes for both physical and logical security implemented in all its plants worldwide.
The policies and strategy for cybersecurity at the company are set out by the IT department in cooperation with the company's business units, aligning the programme with business objectives.
Gestamp boasts:
At Gestamp, our operational model and business continuity processes have been IATF certified, while our plants hold TISAX / VDA ISA certificates that ensure compliance with the best cybersecurity practices. Similarly, our partnerships with critical suppliers require specific certifications such as ISO 27001 to support Gestamp in its cybersecurity needs.

The new demands of the connected industry and digitalisation triggered several initiatives in 2023. The most noteworthy initiatives include:


Below are some of the data tables from the Talent chapter:
| Total | Total direct and |
||||||
|---|---|---|---|---|---|---|---|
| Total direct | Open | Apprentice | external | external | |||
| Country | employees | Ended | Fixed Term | ship | Internships | employees | employees |
| Argentina | 922 | 901 | 9 | 11 | 1 | 922 | |
| Brazil | 5,127 | 4,994 | 54 | 60 | 19 | 124 | 5,251 |
| Bulgaria | 204 | 204 | 13 | 217 | |||
| China | 5,288 | 4,545 | 738 | 2 | 3 | 1,655 | 6,943 |
| Czech Republic | 1,555 | 1,120 | 432 | 3 | 251 | 1,806 | |
| France | 1,602 | 1,550 | 7 | 41 | 4 | 209 | 1,811 |
| Germany | 3,986 | 3,469 | 361 | 145 | 11 | 190 | 4,176 |
| Hungary | 497 | 497 | 497 | ||||
| India | 1,007 | 924 | 55 | 28 | 577 | 1,584 | |
| Japan | 107 | 105 | 2 | 50 | 157 | ||
| Mexico | 3,502 | 3,223 | 279 | 24 | 3,526 | ||
| Morocco | 277 | 112 | 46 | 28 | 91 | 43 | 320 |
| Poland | 1,181 | 772 | 376 | 33 | 201 | 1,382 | |
| Portugal | 1,167 | 985 | 172 | 10 | 258 | 1,425 | |
| Romania | 794 | 794 | 44 | 838 | |||
| Russian Fed. | 222 | 217 | 5 | 6 | 228 | ||
| Slovakia | 433 | 283 | 150 | 58 | 491 | ||
| South Korea | 171 | 169 | 2 | 72 | 243 | ||
| Spain | 6,104 | 5,667 | 375 | 35 | 27 | 249 | 6,353 |
| Sweden | 249 | 237 | 12 | 10 | 259 | ||
| Taiwan | 15 | 15 | 15 | ||||
| Thailand | 11 | 11 | - | 31 | 42 | ||
| Turkey | 3,841 | 3,841 | 285 | 4,126 | |||
| United | |||||||
| Kingdom | 1,844 | 1,791 | 4 | 48 | 1 | 456 | 2,300 |
| USA | 4,156 | 4,140 | 4 | 5 | 7 | 698 | 4,854 |
| Total Gestamp | 44,262 | 40,566 | 3,083 | 436 | 177 | 5,504 | 49,766 |
| Total 2022 | 42,670 | 39,248 | 2,966 | 381 | 75 | 5,223 | 47,893 |
The table includes the average workforce of the whole Group, 100% of companies considered

| Type of contract | Direct labour (DL) |
Indirect labour (IL) |
Regular labour (RL) |
Total 2023 |
|---|---|---|---|---|
| Open Ended (FT) | 16,671 | 13,605 | 9,287 | 39,563 |
| Open Ended (PT) | 142 | 82 | 164 | 388 |
| Fixed Term (FT) | 1,819 | 642 | 316 | 2,777 |
| Fixed Term (PT) | 467 | 68 | 45 | 579 |
| Apprenticeship (FT) | 96 | 303 | 68 | 467 |
| Apprenticeship (PT) | 1 | 2 | 9 | 12 |
| Internships (FT) | 23 | 11 | 56 | 91 |
| Internships (PT) | 2 | 1 | 11 | 15 |
| Total 2023 | 19,221 | 14,716 | 9,956 | 43,893 |
| Type of contract | Direct labour (DL) |
Indirect labour (IL) |
Regular labour (RL) |
Total 2023 |
|---|---|---|---|---|
| Open Ended (FT) | 16,044 | 12,936 | 8,778 | 37,759 |
| Open Ended (PT) | 154 | 87 | 160 | 401 |
| Fixed Term (FT) | 1,523 | 689 | 285 | 2,497 |
| Fixed Term (PT) | 434 | 75 | 35 | 544 |
| Apprenticeship (FT) | 11 | 243 | 59 | 313 |
| Apprenticeship (PT) | 0 | 15 | 4 | 19 |
| Internships (FT) | 2 | 13 | 53 | 68 |
| Internships (PT) | 1 | 5 | 10 | 15 |
| Total 2023 | 18,170 | 14,062 | 9.383 | 41,616 |
*The table includes the average workforce of the whole Group, 100% of companies considered. The information presented relates to 2022 and 2023
FT: Full-time hours
PT: Part-time hours

| Type of contract | <36 | 36-55 | >55 | Men | Women | Total | ||
|---|---|---|---|---|---|---|---|---|
| Open Ended (FT) | 12,328 | 18,112 | 3,569 | 27,805 | 6,203 | 34,009 | ||
| Open Ended (PT) | 67 | 221 | 93 | 190 | 190 | 380 | ||
| Total Open Ended | 12,395 18,333 3,661 27,995 | 6,393 | 34,389 | |||||
| Fixed Term (FT) | 1,610 | 956 | 118 | 1,854 | 830 | 2,685 | ||
| Fixed Term (PT) | 306 | 122 | 151 | 416 | 164 | 579 | ||
| Total Fixed Term | 1,916 | 1,078 | 269 | 2,270 | 994 | 3,264 | ||
| Apprenticeship (FT) | 361 | 5 | - | 303 | 63 | 366 | ||
| Apprenticeship (PT) | 12 | - | - | 9 | 3 | 12 | ||
| Total Apprenticeship | 373 | 5 | - | 313 | 65 | 378 | ||
| Internships (FT) | 68 | 0 | - | 42 | 26 | 68 | ||
| Internships (PT) | 14 | 1 | - | 9 | 6 | 15 | ||
| Total Internship | 82 | 1 | - | 51 | 32 | 83 | ||
| Total 2023 | 14,766 19,417 3,931 30,630 | 7,484 | 38,114 | |||||
| Type working day |
<36 | 36-55 | >55 | Men | Women | Total 2023 |
||
| Full Time | 14,367 | 19,074 | 3,687 | 30,005 | 7,122 | 37,127 | ||
| Part Time | 399 | 344 | 244 | 624 | 363 | 987 | ||
| Total 2023 | 14,766 | 19,417 | 3,931 | 30,630 | 7,484 | 38,114 | ||
| 2022 |
| Type of contract | <36 | 36-55 | >55 | Men | Women | Total | |||
|---|---|---|---|---|---|---|---|---|---|
| Open Ended (FT) | 11,999 | 17,224 | 3,391 | 26,820 | 5,795 | 32,614 | |||
| Open Ended (PT) | 76 | 226 | 94 | 193 | 204 | 397 | |||
| Total Open Ended | 12,075 17,450 3,486 27,012 | 5,999 | 33,011 | ||||||
| Fixed Term (FT) | 1,408 | 834 | 117 | 1,688 | 672 | 2,359 | |||
| Fixed Term (PT) | 172 | 76 | 163 | 301 | 110 | 411 | |||
| Total Fixed Term | 1,581 | 910 | 280 | 1,989 | 782 | 2,771 | |||
| Apprenticeship (FT) | 308 | 5 | - | 252 | 61 | 313 | |||
| Apprenticeship (PT) | 19 | - | - | 18 | 1 | 19 | |||
| Total Apprenticeship | 327 | 5 | - | 269 | 62 | 331 | |||
| Internships (FT) | 67 | 1 | 0 | 50 | 18 | 68 | |||
| Internships (PT) | 14 | 1 | - | 10 | 6 | 15 | |||
| Total Internship | 81 | 2 | 0 | 60 | 24 | 83 | |||
| Total 2022 | 14,064 18,367 3,765 29,330 | 6,866 | 36,196 | ||||||
| Type working day |
<36 | 36-55 | >55 | Men | Women | Total 2022 |
|||
| Full Time | 13,783 | 18,064 | 3,507 | 28,809 | 6,545 | 35,354 | |||
| Part Time | 281 | 303 | 258 | 521 | 321 | 842 | |||
| Total 2023 | 14,064 | 18,367 | 3,765 | 29,330 | 6,866 | 36,196 |
* The tables include the average workforce of the companies that are covered by the corporate IT system, which comprises all the regions with the most significant countries where Gestamp has total management control, the scope is 87% of companies.
The information presented relates to 2022 and 2023
FT: Full-time hours

PT: Part-time hours
Voluntary turnover rate (VTR) and number of voluntary redundancies:
| Country | 2022 Vol. Redundancies |
2023 Vol. Redundancies |
VTR 2022 (%) | VTR 2023 (%) |
|---|---|---|---|---|
| Argentina | 24 | 17 | 2.9% | 1.9% |
| Brazil | 241 | 247 | 5.5% | 4.9% |
| Bulgaria | 30 | 47 | 17.1% | 23.0% |
| China | 878 | 928 | 22.5% | 20.4% |
| Czech Republic | 200 | 150 | 16.2% | 13.4% |
| France | 88 | 102 | 5.7% | 6.6% |
| Germany | 202 | 195 | 5.8% | 5.6% |
| Hungary | 124 | 98 | 25.0% | 19.7% |
| India | 139 | 132 | 16.4% | 14.3% |
| Japan | 11 | 8 | 13.5% | 7.6% |
| Mexico | 460 | 411 | 16.0% | 12.8% |
| Morocco | - | 15 | 0.0% | 13.4% |
| Poland | 76 | 32 | 9.7% | 4.1% |
| Portugal | 96 | 48 | 9.7% | 4.9% |
| Romania | 95 | 86 | 23.6% | 10.8% |
| Russian Fed. | 42 | 13 | 10.5% | 6.0% |
| Slovakia | 17 | 21 | 6.5% | 7.4% |
| South Korea | 35 | 28 | 19.8% | 16.6% |
| Spain | 154 | 157 | 2.9% | 2.8% |
| Sweden | 28 | 18 | 12.1% | 7.6% |
| Taiwan | - | 2 | 0.0% | 13.3% |
| Thailand | 0 | 0 | 0.0% | 0.0% |
| Turkey | 292 | 931 | 7.9% | 24.2% |
| United Kingdom | 211 | 160 | 11.5% | 8.9% |
| USA | 1,799 | 1,109 | 44.8% | 26.8% |
| Total Gestamp | 5,242 | 4,955 | 13.7% | 12.2% |
100% Scope of the consolidation perimeter. Voluntary turnover rate for employees with indefinite-term contracts.
Total turnover rate and number of redundancies:
| Region | No. of redundancies 2022 |
% Total turnover 2022 |
No. of redundancies 2023 |
% Total turnover 2023 |
|---|---|---|---|---|
| Asia | 1,349 | 26.8% | 1,361 | 23.6% |
| Eastern Europe | 1,477 | 19.8% | 915 | 12.1% |
| North America | 3,380 | 49.0% | 2,686 | 37.6% |
| South America | 780 | 14.9% | 870 | 15.0% |
| Western Europe | 1,262 | 9.4% | 945 | 6.9% |
| Total Gestamp | 8,248 | 21.7% | 6,777 | 17.0% |
100% Scope of the consolidation perimeter. The total turnover rate is calculated as the percentage of redundancies for the average workforce of each company. This has been calculated for permanent personnel.

| 2022 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| No. of redundancies 2022 |
No. of redundancies | No. of redundancies | No. of redundancies 2023 |
||||||||
| 2022 | 2023 | ||||||||||
| Women | Men | Women | Men | Women | Men | Women | Men | ||||
| Asia | 178 | 1,159 | 25.1% | 27.3% | 157 | 1,201 | 18.9% | 24.9% | |||
| <36 | 122 | 831 | 38.9% | 34.3% | 108 | 887 | 29.1% | 33.2% | |||
| 36-55 | 55 | 312 | 14.0% | 17.8% | 47 | 308 | 10.4% | 14.8% | |||
| >55 | 1 | 16 | 19.9% | 22.9% | 2 | 6 | 38.8% | 9.0% | |||
| Eastern Europe | 121 | 405 | 15.7% | 23.4% | 79 | 188 | 11.1% | 12.6% | |||
| <36 | 46 | 229 | 18.5% | 29.6% | 26 | 108 | 11.5% | 18.7% | |||
| 36-55 | 58 | 150 | 13.0% | 18.4% | 39 | 67 | 9.4% | 8.6% | |||
| >55 | 17 | 26 | 21.8% | 18.1% | 14 | 13 | 19.5% | 9.8% | |||
| North America | 1,025 | 2,355 | 60.2% | 45.3% | 769 | 1,917 | 41.3% | 36.2% | |||
| <36 | 622 | 1,292 | 76.2% | 52.3% | 450 | 1,073 | 49.9% | 43.8% | |||
| 36-55 | 355 | 881 | 48.3% | 39.5% | 288 | 735 | 36.0% | 31.6% | |||
| >55 | 48 | 182 | 31.8% | 36.8% | 31 | 109 | 19.4% | 21.1% | |||
| South America | 118 | 662 | 16.9% | 14.6% | 114 | 756 | 14.6% | 15.0% | |||
| <36 | 68 | 367 | 20.2% | 18.6% | 61 | 434 | 17.1% | 19.8% | |||
| 36-55 | 50 | 274 | 14.1% | 11.5% | 53 | 313 | 12.8% | 11.8% | |||
| >55 | - | 21 | 0.0% | 12.7% | - | 9 | 0.0% | 4.8% | |||
| Western Europe | 236 | 1,022 | 11.2% | 9.1% | 182 | 755 | 8.3% | 6.7% | |||
| <36 | 95 | 297 | 21.2% | 13.2% | 63 | 273 | 13.5% | 12.5% | |||
| 36-55 | 91 | 355 | 6.5% | 5.1% | 85 | 300 | 5.8% | 4.3% | |||
| >55 | 50 | 370 | 19.2% | 17.5% | 34 | 182 | 12.1% | 8.2% | |||
| Total | 1,678 | 5,603 | 28.0% | 20.8% | 1,301 | 4,817 | 20.4% | 17.2% | |||
| <36 | 953 | 3,016 | 44.0% | 30.5% | 708 | 2,775 | 30.5% | 27.6% | |||
| 36-55 | 609 | 1,972 | 18.3% | 14.0% | 512 | 1,723 | 14.5% | 11.7% | |||
| >55 | 116 | 615 | 23.1% | 20.6% | 81 | 319 | 15.4% | 10.2% |
The scope is 87% of the Group companies.
The total turnover rate is calculated as the percentage of redundancies for the average workforce of each company. This has been calculated for permanent personnel.

| Country | Female | % | Male | % | Total 2022 |
% | Female | % | Male | % | Total 2023 |
% |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| N | % | N | % | N | % | N | % | N | % | N | % | |
| Argentina | 20 | 26% | 79 | 9% | 99 | 12% | 19 | 24% | 73 | 9% | 92 | 10% |
| Brazil | 242 | 30% | 1,219 | 29% | 1,461 | 30% | 206 | 26% | 1,065 | 25% | 1,271 | 25% |
| China | 440 | 43% | 2,359 | 64% | 2,799 | 57% | 357 | 35% | 1,536 | 36% | 1,893 | 36% |
| Czech Republic | 137 | 22% | 282 | 19% | 419 | 29% | 251 | 40% | 275 | 30% | 526 | 34% |
| France | 52 | 17% | 148 | 9% | 200 | 12% | 44 | 15% | 137 | 11% | 181 | 11% |
| Germany | 54 | 13% | 255 | 6% | 309 | 8% | 120 | 29% | 448 | 13% | 568 | 14% |
| India | 22 | 35% | 144 | 17% | 166 | 19% | 59 | 94% | 194 | 21% | 254 | 25% |
| Japan | 5 | 33% | 15 | 18% | 20 | 22% | 4 | 27% | 26 | 28% | 30 | 28% |
| Mexico | 795 | 76% | 1,241 | 40% | 2,036 | 62% | 780 | 75% | 1,293 | 53% | 2,074 | 59% |
| Poland | 71 | 25% | 178 | 16% | 249 | 21% | 27 | 9% | 163 | 18% | 190 | 16% |
| Portugal | 69 | 15% | 81 | 6% | 150 | 12% | 50 | 11% | 55 | 8% | 105 | 9% |
| Russian Fed. | 8 | 10% | 10 | 2% | 18 | 8% | 2 | 3% | 1 | 1% | 3 | 1% |
| Slovakia | 51 | 31% | 65 | 19% | 116 | 29% | 57 | 34% | 87 | 33% | 144 | 33% |
| South Korea | 0% | 35 | 20% | 35 | 19% | - | 0% | 6 | 4% | 6 | 4% | |
| Spain | 323 | 29% | 974 | 17% | 1,297 | 22% | 336 | 30% | 714 | 14% | 1,050 | 17% |
| Sweden | 16 | 36% | 30 | 12% | 46 | 19% | 13 | 29% | 28 | 14% | 41 | 17% |
| Taiwan | 0% | 2 | 12% | 2 | 11% | - | 0% | - | 0% | - | 0% | |
| United Kingdom | 55 | 26% | 211 | 11% | 266 | 15% | 55 | 26% | 193 | 12% | 248 | 13% |
| USA | 796 | 79% | 1,876 | 47% | 2,672 | 65% | 556 | 55% | 1,444 | 46% | 2,001 | 48% |
| Total Gestamp | 3,156 | 36% 9,204 23% 12,360 29% | 2,936 | 33% | 7,738 22% 10,680 24% |
*The percentages in the table represent the proportion of new hires compared to the total workforce in this group of employees.
The tables include the average workforce of the companies that are covered by the corporate IT system, which comprises all the regions with the most significant countries where Gestamp has total management control, the scope is 87% of the Group companies.
| Year 2022 | Year 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| <36 | 36-55 | >55 | Total | <36 | 36-55 | >55 | Total | ||||||||||
| N | % | N | % | N | % | N | % | N | % | N | % | N | % | N | % | ||
| Total | |||||||||||||||||
| Registratio | 8,189 | 47% | 3,876 | 18% | 295 | 7% | 12,360 | 29% | 7,047 | 40% | 3,334 | 15% | 299 | 7% | 10,680 | 24% | |
| ns |
*The percentages in the table represent the proportion of new hires compared to the total workforce in this group of employees.
The total number of new hires in 2023 represents 24% of the Group's workforce. In countries such as Mexico and the USA, the number of new hires during the year represents 59% and 48%, respectively, of the Group's workforce in these countries. In addition to this volume of hires, in 2023, the number of vacancies covered internally amounted to 51% of the total number of internal and external hires.

| Direct Labour |
Indirect Labour |
Regular Labour |
Women Men |
Total 2023 | Total 2022 | |||
|---|---|---|---|---|---|---|---|---|
| <36 | 947 | 351 | 83 | 320 | 1061 | 1,381 | 1,421 | |
| 36-55 | 425 | 293 | 117 | 204 | 631 | 835 | 854 | |
| >55 | 44 | 43 | 23 | 20 | 90 | 110 | 141 | |
| Total 2023 | 1,416 | 687 | 223 | 544 | 1,782 | |||
| Total 2022 | 1,571 | 629 | 216 | 582 | 1,834 | 2,326 | 2,416 |
*Employee layoffs of the companies that are covered by the corporate IT system (87% of companies) which comprises all the regions with the most significant countries where Gestamp has total management control.

100% Scope of the consolidation perimeter. The total Absenteeism Hours does not include leave (permitted and
| Country | Planned working hours 2023 |
Abs. hours 2023 |
Abs. (%) 2023 | Planned working hours 2022 |
Abs. hours 2022 |
Abs. (%) 2022 |
|---|---|---|---|---|---|---|
| Argentina | 1,649,227 | 73,572 | 4.5% | 1,611,035 | 82,666 | 5.1% |
| Brazil | 9,427,395 | 314,392 | 3.3% | 8,527,580 | 366,407 | 4.3% |
| Bulgaria | 346,857 | 24,538 | 7.1% | 317,671 | 21,224 | 6.7% |
| China | 9,075,506 | 134,928 | 1.5% | 7,787,016 | 126,936 | 1.6% |
| Czech Republic | 2,260,533 | 192,294 | 8.5% | 2,431,210 | 247,439 | 10.2% |
| France | 2,715,260 | 179,952 | 6.6% | 2,733,523 | 225,718 | 8.3% |
| Germany | 6,330,776 | 632,552 | 10.0% | 6,387,487 | 667,117 | 10.4% |
| Hungary | 831,245 | 64,386 | 7.7% | 844,566 | 82,094 | 9.7% |
| India | 2,176,160 | 77,751 | 3.6% | 2,132,054 | 75,231 | 3.5% |
| Japan | 120,330 | 1,030 | 0.9% | 96,987 | 363 | 0.4% |
| Mexico | 8,231,712 | 234,700 | 2.9% | 7,714,883 | 243,349 | 3.2% |
| Morocco | 651,066 | 34,396 | 5.3% | 0 | 0 | 0.0% |
| Poland | 2,142,071 | 147,643 | 6.9% | 2,024,391 | 170,138 | 8.4% |
| Portugal | 2,151,334 | 144,695 | 6.7% | 2,246,209 | 139,208 | 6.2% |
| Romania | 992,812 | 29,280 | 2.9% | 817,370 | 22,490 | 2.8% |
| Russian Fed. | 357,397 | 8,568 | 2.4% | 663,377 | 23,268 | 3.5% |
| Slovakia | 798,007 | 51,961 | 6.5% | 684,007 | 38,290 | 5.6% |
| South Korea | 334,900 | 22 | 0.0% | 289,175 | 66 | 0.0% |
| Spain | 8,951,966 | 634,595 | 7.1% | 8,870,880 | 652,900 | 7.4% |
| Sweden | 414,185 | 20,608 | 5.0% | 451,937 | 19,104 | 4.2% |
| Taiwan | 29,160 | 0 | 0.0% | 29,791 | 648 | 2.2% |
| Thailand | 20,496 | 0 | 0.0% | 19,232 | 0 | 0.0% |
| Turkey | 8,566,904 | 245,694 | 2.9% | 7,727,740 | 242,651 | 3.1% |
| United Kingdom | 3,059,998 | 127,227 | 4.2% | 3,158,056 | 138,970 | 4.4% |
| USA | 7,377,743 | 102,508 | 1.4% | 7,372,266 | 150,808 | 2.0% |
| Total Gestamp | 79,013,041 | 3,477,290 | 4.4% | 74,938,444 | 3,737,085 | 5.0% |
excused absences), strikes or trade union hours. The absenteeism rate is a ratio of the total absenteeism hours of the group to the total planned working hours.

| Region | Total Employees | Women | Men | < 25 years old | Indefinite-term | Professional | Disability | At the company > | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| contract | youth training | 10 years | ||||||||||||||
| No. | % | No. | % | No. | % | No. | % | No. | % | No. | % | No. | % | No. | % | |
| Asia | 6,599 | 15% | 1,124 | 12.8% | 5,475 | 15.4% | 824 | 17.4% | 5,769 | 14.2% | 33 | 5.4% | 24 | 0,1% | 1,460 | 10.3% |
| Eastern | ||||||||||||||||
| Europe | 8,727 | 20% | 2,158 | 24.6% | 6,569 | 18.5% | 1,083 | 22.9% | 7,728 | 19.1% | 36 | 5.9% | 151 | 0,3% | 1,575 | 11.2% |
| North | ||||||||||||||||
| America | 7,658 | 17% | 2,044 | 23.3% | 5,614 | 15.8% | 945 | 20.0% | 7,363 | 18.2% | 12 | 2.0% | 17 | 0,0% | 815 | 5.8% |
| South | ||||||||||||||||
| America | 6,049 | 14% | 874 | 10.0% | 5,175 | 14.6% | 908 | 19.2% | 5,895 | 14.5% | 91 | 14.8% | 283 | 0,6% | 1,728 | 12.2% |
| Western | ||||||||||||||||
| Europe | 15,229 | 34% | 2,572 | 29.3% | 12,657 | 35.7% | 963 | 20.4% | 13,811 | 34.0% | 441 | 71.9% | 477 | 1,1% | 8,536 | 60.5% |
| Total | ||||||||||||||||
| Gestamp | 44,262 | 100% | 8,772 | 19.8% | 35,490 | 80.2% | 4,723 | 10.7% | 40,566 | 91.6% | 613 | 1.4% | 952 | 2,2% | 14,114 | 31.9% |
100% Scope of the consolidation perimeter. Workforce at 31 December each year shown in the above chart.


The company's Sustainable Management Model is supported by the Group's main Policies and Standards, published on the Gestamp website in several languages and communicated in some cases to all employees in their local language.
Políticas y Normativas de Órganos de Gobierno:

This Annual Report refers to Gestamp's performance regarding sustainability for the period from 1 January to 31 December 2023. The content has been prepared in order to constitute the 2023 Non-Financial Information Statement and applies to all of the Group's activities in the regions in which it carries out its activity.
Furthermore, it includes the description of the contribution of Gestamp to achieving the Sustainable Development Goals (SDGs) and the yearly progress of the company in implementing the Ten Principles of the United Nations Global Compact in the areas of human rights, labour, environment and anti-corruption.
For the preparation of this report, the company has different corporate systems for collecting information, and a specific platform for reporting non-financial information that allows it to automatically collect the information necessary to comply with the requirements of Law 11/2018 and the GRI and SASB standards. These systems, in addition to exercising the functions of internal control of the information, facilitate the verification data, allow for the correction of possible errors, facilitate the ordering and consolidation of the information and allow for the storage of historical data.
In the event of limitations regarding scope, coverage, consolidation perimeter changes or other information restrictions, the appropriate specifications have been either made throughout the chapters or in the indicator tables contained in the Annexes section or in footnotes. An explanation of the perimeter considered for each analysis area is included below:

| Areas of the report | Perimeter considered |
Coverage of the perimeter for the annual accounts |
Comments |
|---|---|---|---|
| Economic / financial - - Human Resources - Training Code of Conduct - - Social Action |
176 management companies |
100% | Same perimeter as consolidated annual accounts. |
| - Remuneration |
164 management companies |
85.9% of total employees. |
Since Gestamp is not responsible for the Management of Compensation, Joint Ventures are excluded from the calculation, as is Russia due to the geopolitical situation. Interns, apprentices, external employees and agencies are also excluded. |
| Environment - |
100 management companies |
85% of plants out of total production plants |
The plants over which Gestamp has operational control are considered. |
| - Energy efficiency |
47 management companies |
43% of total production plants |
Plants are gradually being incorporated into the management perimeter. |
| - Health and Safety |
110 management companies |
92.7% of total production plants. |
The health and safety system covers almost all production plants. |
| - Purchasing |
127 management companies |
72% of total management companies |
Edscha, Hardtech, Beyçelik and Rumania plants are excluded. |
| - Quality |
100 management companies |
87% of total production plants. |
Includes all production plants except for Edscha and Joint Ventures. |
Furthermore, Gestamp uses other reports to provide more specific information on particular matters:
All of the foregoing was published by the Spanish National Securities Market Commission (CNMV) on 27 February 2023.
The non-financial information included in this 2023 report does not include Gescrap's perimeter as the data collection systems were not ready to be integrated. Gescrap's non-financial information is expected to be consolidated with that of Gestamp by 2024.

The process of preparing this Annual Report has taken as a reference the Global Reporting Initiative (GRI) international standard for those requirements considered relevant to the business, as well as information in accordance with the SASB (Sustainability Accounting Standards Board) reporting standards relating to the sector: Transportation - Auto Parts industry.
In order to strengthen the veracity and precision of the information set out in the report, regarding compliance with Law 11/2018 on non-financial information and diversity, this information was independently reviewed by Ernst & Young according to:
Furthermore, the Annual Financial Statements of Gestamp S.A. and subsidiary companies are audited each year by external independent companies pursuant to current legislation.

Double materiality analysis follows a methodology which identifies, on the one hand, the environmental and social impacts of the company's activities (inside-out perspective) and, on the other, the primary risks and opportunities arising for the company as a result of that interaction (outside-in perspective). On this basis, Gestamp is able to identify the aspects that it should prioritise and those that should serve to underpin its ESG strategy and governance model.
The analysis conducted during the 2023 reporting period was divided into 3 phases:
This analysis will be reviewed annually and updated at least every two years. These times are pending review based on the new regulations and applicable standards.
A context analysis has been conducted to identify and develop a clearer understanding of Gestamp's business activities, based on internal and external sources:
| Internal sources: - 2022 Materiality analysis. |
External sources: - Relevant sector-based reports - Information about competitors in the public domain. - Standards/recommendations: SASB, GRI, TCFD, WEF, EFRAG, - ESG Analysts: MSCI, S&P, Sustainalytics, |
||
|---|---|---|---|
| - Gestamp's 2022 Annual Report. |
|||
| - ESG Risk Map. |
|||
| - Analysis of Climate Change Risks and Opportunities. |
|||
| - Other information identified as relevant by business units. |
Ecovadis, FTSE. - Regulations and recommendations of regulators: EU Taxonomy, CNMV, etc. |

Gestamp has involved its four principal stakeholder groups in the assessment of IROs. Information has been gathered via surveys, including questions on topics and sub-topics for employees and associations, as well as special surveys on IROs for relevant departments (representing customers and suppliers and providing their business vision). A trend analysis conducted for regulatory bodies and the financial community has also identified the topics that they currently prioritise.

On the basis of the results, the IROs have been assessed in their respective material topics and sub-topics, according to the following criteria:


The primary material aspects in terms of IRO are assessed according to a double materiality matrix produced on the basis of the above. The results are set out in detail in the chapter entitled "Double Materiality Analysis" and details of the IRO assessment are outlined in the various chapters of the contents of the Non-Financial Information:
Additional, broader IROs have also been identified for the material topic of Product Innovation and Quality:
| Type | Description | Severity | Probability | |
|---|---|---|---|---|
| Impact | + | More responsive to the needs of the end user (for instance, through innovation, safety, electrification and technological development) to improve product quality. |
N/A | |
| - | Violation of legal regulations on critical or regulatory parts for safety which may affect product safety, causing damage or giving rise to risks, as well as economic sanctions. |
|||
| - | Reduced passive and active safety. |
| Description | Magnitude | Probability | |
|---|---|---|---|
| Risks | Manufacture of defective parts, leading to reduced safety levels and costs related to identification, review, replacement and reputation. |
||
| Opportunities | Gaining a competitive edge by offering high-quality and more sustainable products. |
| Severity/Magnitude | Probability | |
|---|---|---|
| Low | Low | |
| Medium | Medium | |
| High | High | |
| N/A | Impact considered to exist (actual) which is why probability is disregarded. |

The index of contents required by Law 11/2018 on non-financial information and diversity and its correspondence with the selected GRI Standard Indicators are included in the following sections, as detailed below:
| Scopes | Reporting framework | Reference (Section) |
Comments/ Reason for omission |
|
|---|---|---|---|---|
| General scopes | ||||
| Business model | Description of the business model: Business environment Organisation and structure Markets in which it operates Objectives and strategies Main factors and trends that may affect its future development |
GRI 2-1 Organizational details GRI 2-2 Entities included in the organization's sustainability reporting GRI 2-6 Activities, value chain and other business relationships GRI 2-9 Governance structure and composition GRI 2-23 Policy commitments |
6-31, 32- 33, 52-53, 153-160 |
|
| Materiality | Materiality Study | GRI 3-1 Process for determining material topics GRI 3-2 List of material topics GRI 3-3 Management of material topics |
50 - 52 200-202 |
|
| General | Reporting Framework |
GRI 2-3 Reporting period, frequency and point of contact GRI 2-5 External verification. |
197-199, 225 |
|
| Policies and results of these policies Main risks and impacts |
Description off the policies imposed by the group, as well as the results of these policies, including the key indicators of the appropriate non financial results. Main risks related to these matters and related to the |
GRI 2-23 Policy commitments GRI 2-24 Embedding policy commitments GRI 3-3 Management of |
196; a lo largo de todo el informe. 164-169; a lo largo de todo el |
|
| identified | activities of the | material topics | informe. |

| group, including, where relevant and appropriate, its business relationships, products or services that may have a negative effect on these areas. |
||||
|---|---|---|---|---|
| Environmental matters | ||||
| Current and foreseeable effects of the activities of the company |
GRI 3-3 Management of material topics |
75-76 | ||
| Environmental assessment or certification procedures |
Internal criterion/GRI 201- 2 Financial implications and other risks and opportunities due to |
75-80 | ||
| Environmental Management |
Resources dedicated to the prevention of environmental risks |
climate change (Accounting criterion) GRI 2-23 Policy |
77 | |
| Application of the precautionary principle |
commitments Law 26/2007 on Environmental |
77 | ||
| Amount of provisions and guarantees for environmental risks |
Responsibility (where applicable) |
77 | ||
| Pollution | Measures to prevent, reduce or repair carbon emissions (also includes noise and light pollution) |
GRI 3-3 Management of material topics |
61, 65-68 | |
| Circular economy, waste |
Measures for prevention, recycling, reuse, other forms of waste recovery and disposal |
GRI 3-3 Management of material topics GRI 306-3 (2020) Waste generated |
69-74, 80- 84 |
|
| prevention and management |
Actions to combat food waste |
GRI 3-3 Management of material topics |
No aplica | It is not a material issue for Gestamp based on its activity. |

| Water consumption and water supply in accordance with local limitations |
GRI 3-3 Management of material topics GRI 303-3 Water withdrawal |
77-79 | ||
|---|---|---|---|---|
| Consumption of raw materials |
GRI 3-3 Management of material topics GRI 301-1 Materials used by weight or volume |
79-80 | ||
| Sustainable Use of Resources |
Measures taken to improve the efficiency of its use of raw materials |
Energy efficiency system | 65-68 | |
| Direct and indirect energy consumption |
GRI 302-1 Energy consumption within the organization |
63 | ||
| Measures taken to improve energy efficiency |
GRI 3-3 Management of material topics |
65-68 | ||
| Renewable energy use |
GRI 302-1 Energy consumption within the organization |
63 | ||
| Important elements of the greenhouse gas emissions generated |
GRI 305-1 Direct (Scope 1) GHG emissions GRI 305-2 Energy indirect (Scope 2) GHG emissions Where applicable: GRI 305- 3 Other indirect (Scope 3) GHG emissions |
64-65 | ||
| Climate change | Measures taken to adapt to the consequences of climate change |
GRI 3-3 Management of material topics |
55-68 | |
| Reduction targets established voluntarily |
GRI 3-3 Management of material topics |
55-68 | ||
| Biodiversity | Measures taken to preserve or restore biodiversity |
GRI 3-3 Management of material topics |
84-86 | |
| protection | Impact of activities or operations in protected areas |
84-86 | ||
| Social and personnel-related matters | ||||
| Employment | Total number and distribution of employees by gender, age, country |
GRI 2-7 Employees | 101-103 |

| and professional | GRI 405-1 Diversity of | ||
|---|---|---|---|
| category | governance bodies and | ||
| Total number and | employees | ||
| distribution of | 102, 187- | ||
| employment contract modalities |
188 | ||
| Yearly average of | |||
| indefinite-term, | |||
| temporary and part | |||
| time contracts by | GRI 2-7 Employees | 189 | |
| gender, age and | |||
| professional | |||
| category | |||
| Number of | GRI 401-1 New employee | ||
| dismissals by gender, | hires and employee | 193 | |
| age and professional | turnover | ||
| category | |||
| Internal framework: the | |||
| formula below has been used for the calculation: |
|||
| Salary Gap | (Av. Wage Women – Av. | 119 | |
| Wage Men)/ Av. Wage | |||
| Men | |||
| Average | |||
| remuneration by | Internal framework: | ||
| gender, age and | Average remuneration | 117-118 | |
| professional | (including the total | ||
| category | retribution for the year, | ||
| Average | fixed wage and all variable | ||
| remuneration of directors by gender |
retributions (subsistence | 161-162 | |
| Average | allowance, compensation, payment into savings |
||
| remuneration of | plans, etc.)) obtained | ||
| senior management | throughout the year. | 163 | |
| by gender | |||
| Although Gestamp does | |||
| not have a specific policy | |||
| Implementation of | linked to work | ||
| work disconnection | GRI 3-3 Management of | disconnection, These | |
| policies | material topics | measures are reflected | |
| on Flexibility and | |||
| Conciliation policy p. 114-116 |
|||
| GRI 405-1 Diversity of | |||
| Employees with | governance bodies and | 124 | |
| disabilities | employees. |

| Working time management |
GRI 3-3 Management of material topics |
114 | ||
|---|---|---|---|---|
| Number of absenteeism hours |
Internal framework: absenteeism rate |
116; 194 | ||
| Work management |
Measures aimed at facilitating work-life balance and encouraging co responsible exercise by both parents |
GRI 3-3 Management of material topics |
114 | |
| Health and safety conditions at work |
GRI 403-1 Occupational health and safety management system |
125-134 | ||
| Health and safety | Number of occupational accidents and diseases by gender, frequency rate and severity by gender |
GRI 403-9 Work-related injuries Frequency rate = No. of accidents with leave x 1,000,000/ no. of hours worked (excluding accidents in itinere) Severity rate = No. of working days lost x 1,000,000/ no. of hours worked (excluding accidents in itinere) |
131 | |
| Organisation of social dialogue |
GRI 3-3 Management of material topics |
114-116 | ||
| Percentage of employees covered by collective agreements per country |
GRI 2-30 Collective bargaining agreements |
114-116 | ||
| Social relationships |
Balance of collective agreements, particularly in the field of health and safety at work |
GRI 3-3 Management of material topics |
114-116 | |
| Mechanisms and procedures of the company to promote the involvement of workers in the management of the company, in terms |
GRI 2-30 Collective Agreements |
114-116 |

| of information, | ||||
|---|---|---|---|---|
| consultation and | ||||
| participation. | ||||
| Policies | GRI 404-2 Programs for | |||
| implemented in the | upgrading employee skills | 105-111 | ||
| field of training | and transition assistance | |||
| Training | programs. | |||
| Total number of | ||||
| hours of training by | Internal framework | 108 | ||
| professional | ||||
| categories. Universal |
||||
| accessibility of | GRI 3-3 Management of | |||
| Accessibility | persons with | material topics | 124 | |
| disabilities | ||||
| Measures taken to | ||||
| promote equal | ||||
| treatment and | GRI 3-3 Management of | |||
| opportunities | material topics | 120-122 | ||
| between women | ||||
| and men | ||||
| Equality plans, | ||||
| measures taken to | ||||
| promote | GRI 3-3 Management of | |||
| employment, | material topics | 120-122 | ||
| protocols against | GRI 2-23 Policy | |||
| sexual harassment | commitments | |||
| Equality | and gender-based | |||
| harassment Integration and the |
||||
| universal | ||||
| accessibility of | GRI 3-3 Management of | 124 | ||
| persons with | material topics | |||
| disabilities | ||||
| Policy against all | ||||
| types of | GRI 3-3 Management of | |||
| discrimination and, | material topics | 120-121, | ||
| where appropriate, | GRI 2-23 Policy | 177-178 | ||
| diversity | commitments | |||
| management | ||||
| Information on respect for human rights | ||||
| Application of due | GRI 2-26 Mechanisms for | |||
| Respect for | diligence procedures | seeking advice and raising | ||
| Human Rights | in the field of human | concerns | 177-179 | |
| rights | GRI 3-3 Management of | |||
| material topics |

| Prevention of risks arising from human rights violations and, where appropriate, measures to mitigate, manage and repair possible abuses committed |
GRI 3-3 Management of material topics GRI 2-23 Policy commitments GRI 2-26 Mechanisms for seeking advice and raising concerns |
177-179 | ||
|---|---|---|---|---|
| Complaints about cases of human rights violations |
Internal framework: quantitative information on the number of complaints. |
176-177 | ||
| Promotion and compliance with the provisions of the ILO fundamental conventions related to respect for freedom of association and the right to collective bargaining, the elimination of discrimination in employment and occupation, the elimination of forced or compulsory labour and the effective abolition of child labour |
GRI 3-3 Management of material topics GRI 2-23 Policy commitments |
115-116, 177-178 |
||
| Information regarding the fight against corruption and bribery | ||||
| Fight against corruption and blackmail |
Measures taken to prevent corruption and bribery |
GRI 2-25 Processes to remediate negative impacts GRI 2-23 Policy commitments GRI 2-26 Mechanisms for seeking advice and raising concerns |
179-181 | |
| Measures to fight money laundering |
GRI 2-25 Processes to remediate negative impacts GRI 2-23 Policy commitments |
181 |

| GRI 2-26 Mechanisms for seeking advice and raising concerns |
||||
|---|---|---|---|---|
| Contributions to foundations and non-profit organisations |
GRI 201-1 Direct economic value generated and distributed |
141-142 | ||
| Information about the company | ||||
| Company commitment to sustainable development |
Impact of the society's activity on the local development and employment |
GRI 3-3 Management of material topics |
50, 146, 135-140 |
|
| Impact of the society's activity on local populations and in the territory |
GRI 3-3 Management of material topics |
50, 146, 135-140 |
||
| Relationships maintained with local community actors and the dialogue modalities maintained with them |
GRI 3-3 Management of material topics |
50, 146, 135-140 |
||
| Partnership or sponsorship actions |
GRI 3-3 Management of material topics GRI 2-28 Membership associations Internal framework: description of partnership or sponsorship actions. |
143-145 | ||
| Inclusion in the purchasing policy of social, gender equality and environmental issues |
GRI 3-3 Management of | 148-150 | ||
| Subcontracting and suppliers |
Consideration in supplier and subcontractor relationships of their social and environmental responsibility |
material topics GRI 2-6 Activities, value chain and other business relationships GRI 2-24 Embedding policy commitments |
148-150 | |
| Supervision systems and audits and their results |
150 |

| Consumers' health and safety measures |
GRI 3-3 Management of material topics |
14-18 | ||
|---|---|---|---|---|
| Consumers | Complaint systems | GRI 2-16 Communication of critical concerns GRI 2-25 Processes to |
14-15 | |
| remediate negative impacts |
||||
| Complaints received and resolution thereof |
GRI 2-25 Processes to remediate negative impacts Internal framework: information about complaints and opportunities for improvement |
176-177 | ||
| Tax-related information |
Profits earned country by country |
GRI 207-4 Country-by country reporting |
40 | |
| Taxes paid on profits | GRI 207-4 Country-by country reporting |
40 | ||
| Public subsidies received |
GRI 201-4 Financial assistance received from government |
40 |
| EU | Overview of the Gestamp activities in relation to the | ||
|---|---|---|---|
| Taxonomy | EU Taxonomy Regulation | 87-98 |

| Declaration of | Gestamp has reported the information cited in this GRI content index for |
|---|---|
| use | the period from 1 January 2023 to 31 December 2023 using the GRI |
| Standards as a reference. | |
| GRI 1 used | GRI 1: Fundation 2021 |
| GRI Standard | Divulgation | Annual report reference | |
|---|---|---|---|
| GRI 2: General | 2-1 Organizational details | Gestamp Group / About Gestamp | |
| Disclosures 2021 | 2-2 Entities included in the organization's sustainability |
Annexes / About this report | |
| reporting | |||
| 2-3 Reporting period, frequency and contact point |
Annexes / About this report | ||
| 2-4 Restatements of information | If there is any type of modification, a reference is included in the form of a page note |
||
| 2-5 External assurance | Annexes / Report on Independent Review | ||
| 2-6 Activities, value chain and | |||
| other business relationships | About Gestamp | ||
| Social Dimension / Talent | |||
| 2-7 Employees | Annexes / Tables and additional information | ||
| 2-8 Workers who are not | Social Dimension / Talent | ||
| employees | Annexes / Tables and additional information | ||
| Gestamp Group / About Gestamp / Organisational | |||
| 2-9 Governance structure and | Structure | ||
| composition | Governance Dimension / Good governance and | ||
| ethics / Good Governance | |||
| Corporate Governance Annual Report | |||
| 2-10 Nomination and selection | Governance Dimension / Good governance and | ||
| of the highest governance body | ethics / Good Governance | ||
| 2-11 Chair of the highest | Governance Dimension / Good governance and | ||
| governance body | ethics / Good Governance | ||
| 2-12 Role of the highest | ESG perspective / ESG strategy | ||
| governance body in overseeing | Governance Dimension / Good governance and | ||
| the management of impacts | ethics / Good Governance | ||
| 2-13 Delegation of responsibility | ESG perspective / ESG strategy | ||
| for managing impacts | Governance Dimension / Good governance and | ||
| ethics / Good Governance | |||
| 2-14 Role of the highest | This 2023 Annual Report is approved by the Board | ||
| governance body in sustainability | of Directors after supervision by the Sustainability | ||
| reporting | Commission. | ||
| 2-15 Conflicts of interest | Corporate Governance Annual Report (section D) | ||
| 2-16 Communication of critical | Governance Dimension / Ethics and regulatory | ||
| concerns | compliance / Code of Conduct | ||
| 2-17 Collective knowledge of the | Social Dimension / Talent / Talent development | ||
| highest governance body | and training / Global programmes | ||
| 2-18 Evaluation of the performance of the highest |
Governance Dimension / Good governance and ethics / Good governance / Governing bodies / |
||
| governance body | Board of Directors | ||
| Governance Dimension / Good governance and | |||
| ethics / Good governance / Governing bodies | |||
| 2-19 Remuneration policies | Corporate Governance Annual Report (section C and D) |

| 2-20 Process to determine remuneration |
Governance Dimension / Good governance and ethics / Good governance / Governing bodies Corporate Governance Annual Report (section C and D) |
|
|---|---|---|
| 2-22 Statement on sustainable development strategy |
ESG perspective / ESG strategy | |
| 2-23 Policy commitments | Governance Dimension / Ethics and regulatory compliance / Code of Conduct Governance Dimension / Ethics and regulatory compliance / Human Rights |
|
| 2-24 Embedding policy commitments |
Governance Dimension / Ethics and regulatory compliance / Code of Conduct |
|
| 2-25 Processes to remediate negative impacts |
ESG perspective / ESG strategy / Double Materiality Analysis Annexes / Double Materiality Methodology Governance Dimension / Ethics and regulatory compliance / Code of Conduct |
|
| 2-26 Mechanisms for seeking advice and raising concerns |
Governance Dimension / Ethics and regulatory compliance / Code of Conduct |
|
| 2-28 Membership associations | Social Dimension / Social Contribution / Collaboration with non – profit organisations |
|
| 2-29 Approach to stakeholder engagement |
ESG perspective / ESG at Gestamp / Stakeholder Value Creation Annexes / Double Materiality Methodology |
|
| 2-30 Collective bargaining agreements |
Social Dimension / Talent / Employee wellbeing / Collective bargaining agreements and freedom of association |
|
| GRI 3: Material Topics 2021 |
3-1 Process to determine material topics |
Annexes / Double Materiality Methodology |
| 3-2 List of material topics | ESG perspective / ESG strategy / Double Materiality Analysis |
|
| 3-3 Management of material topics |
Throughout the entire report, management measures and their effectiveness are reported for each section. |
|
| GRI 201: Economic Performance 2016 |
201-1 Direct economic value generated and distributed |
Gestamp Group / Economic Strategy / Fiscal Strategy Governance Dimension / Responsible Supply Chain Management Social Dimension / Social Contribution |
| 201-2 Financial implications and other risks and opportunities due to climate change |
Environmental Dimension / Road to neutrality | |
| GRI 203: Indirect Economic Impacts 2016 |
203-2 Significant indirect economic impacts |
Annexes / Double Materiality Methodology |
| GRI 204: Procurement Practices 2016 |
204-1 Proportion of spending on local suppliers |
Governance Dimension / Responsible Supply Chain Management |
| GRI 205: Anti – corruption 2016 |
205-2 Communication and training about anti-corruption policies and procedures |
Governance Dimension / Ethics and regulatory compliance / Code of Conduct / Taining |
| 205-3 Confirmed incidents of corruption and actions taken |
Governance Dimension / Ethics and regulatory compliance / Code of Conduct / Whistleblowing Hotline |

| GRI 206: Anti | ||
|---|---|---|
| competitive | 206-1 Legal actions for anti | There have been no cases related to unfair |
| Behavior 2016 | competitive behavior, anti-trust, | competition, monopolistic practices and against |
| and monopoly practices | free competition. | |
| GRI 207: Tax 2019 | 207-1 Approach to tax | Gestamp Group / Economic Strategy / Fiscal Strategy |
| 207-2 Tax governance, control, | Gestamp Group / Economic Strategy / Fiscal | |
| and risk management | Strategy | |
| 207-3 Stakeholder engagement and management of concerns related to tax |
Gestamp Group / Economic Strategy / Fiscal Strategy |
|
| 207-4 Country-by-country | Gestamp Group / Economic Strategy / Fiscal | |
| reporting | Strategy | |
| 301-1 Materials used by weight | Environmental Dimension / Environmental | |
| or volume | Management | |
| GRI 301: Materials | 301-2 Recycled input materials | Environmental Dimension / Environmental |
| 2016 | used | Management |
| 301-3 Reclaimed products and | Environmental Dimension / Environmental | |
| their packaging materials | Management | |
| 302-1 Energy consumption | Environmental Dimension / Road to neutrality / | |
| within the organization | Metrics and targets | |
| 302-2 Energy consumption | A, b: NO | |
| GRI 302: Energy 2016 | outside of the organization | C: Environmental Dimension / Road to neutrality / |
| Metrics and targets | ||
| 302-3 Energy intensity | Environmental Dimension / Road to neutrality / Metrics and targets |
|
| 302-4 Reduction of energy | Environmental Dimension / Road to neutrality / | |
| consumption | Metrics and targets | |
| 303-1 Interactions with water as | The Double Materiality analysis carried out by | |
| a shared resource | Gestamp determines that the information | |
| 303-2 Management of water | regarding its interaction with water is not material. | |
| discharge related impacts | However, it monitors your interaction with it and | |
| GRI 303: Water and | 303-3 Water withdrawal | includes the relevant information in the following |
| Effluents 2018 | 303-4 Water discharge | section: |
| 303-5 Water consumption | Environmental Dimension / Environmental Management / Sustainable use of resources / Water |
|
| GRI 304: Biodiversity | 304-1 Operational sites owned, | |
| 2016 | leased, managed in, or adjacent | |
| to, protected areas and areas | The Double Materiality analysis does not identify | |
| of high biodiversity value outside | Biodiversity and ecosystems as material after | |
| protected areas | carrying out an exhaustive analysis of their most | |
| 304-2 Significant impacts of | relevant impacts, risks and opportunities. Gestamp | |
| activities, products and services | will monitor its interaction with biodiversity for a | |
| on biodiversity | possible update in future years. However, | |
| 304-3 Habitats protected or | Gestamp reports information on biodiversity in | |
| restored | the following section of the 2023 Annual Report: | |
| 304-4 IUCN Red List species and | Environmental Dimension / Environmental | |
| national conservation list species | Management / Protected areas and biodiversity | |
| with habitats in areas affected by operations |
||
| 305-1 Direct (Scope 1) GHG | Environmental Dimension / Road to neutrality / | |
| GRI 305: Emissions | emissions | Metrics and targets |
| 2016 | 305-2 Energy indirect (Scope 2) | Environmental Dimension / Road to neutrality / |
| GHG emissions | Metrics and targets | |
| 305-3 Other indirect (Scope 3) | Environmental Dimension / Road to neutrality / |

| 305-4 GHG emissions intensity | Environmental Dimension / Road to neutrality / | ||
|---|---|---|---|
| Metrics and targets | |||
| 305-5 Reduction of GHG | Environmental Dimension / Road to neutrality / | ||
| emissions | Metrics and targets | ||
| 305-6 Emissions of ozone | Environmental Dimension / Road to neutrality / | ||
| depleting substances (ODS) | Metrics and targets | ||
| 305-7 Nitrogen oxides (NOx), | |||
| sulfur oxides (SOx), and other significant air |
Environmental Dimension / Road to neutrality / Metrics and targets |
||
| emissions | |||
| 306-1 Waste generation and | Environmental Dimension / Environmental | ||
| significant waste-related impacts | Management / Waste management | ||
| 306-2 Management of significant | Environmental Dimension / Environmental | ||
| wasterelated impacts | Management / Waste management | ||
| GRI 306: Waste 2020 | Environmental Dimension / Environmental | ||
| 306-3 Waste generated | Management / Waste management | ||
| 306-4 Waste diverted from | Environmental Dimension / Environmental | ||
| disposal | Management / Waste management | ||
| Environmental Dimension / Environmental | |||
| 306-5 Waste directed to disposal | Management / Waste management | ||
| GRI 308: Supplier | 308-1 New suppliers that were | ||
| Environmental | screened using environmental | Governance Dimension / Responsible Supply Chain | |
| Assessment 2016 | criteria | Management | |
| GRI 401: | 401-1 New employee hires and | ||
| Employment 2016 | employee turnover | Annexes / Tables and additional information | |
| GRI 402: | |||
| Labor/Management | 402-1 Minimum notice periods | Annexes / Tables and additional information | |
| regarding operational changes | |||
| Relations 2016 | 403-1 Occupational health and | Social Dimension / Health and safety / Gestamp's | |
| safety management system | Health and Safety System | ||
| 403-2 Hazard identification, risk | |||
| assessment, and incident | Social Dimension / Health and safety / Gestamp's | ||
| investigation | Health and Safety System | ||
| 403-4 Worker participation, | |||
| consultation, and | Social Dimension / Health and safety / Gestamp's | ||
| communication on occupational | Health and Safety System | ||
| health and safety | |||
| GRI 403: | 403-5 Worker training on | Social Dimension / Health and safety | |
| Occupational Health | occupational health and safety | ||
| and Safety 2018 | 403-6 Promotion of worker | Social Dimension / Health and safety / 2023 | |
| health | Highlights | ||
| 403-7 Prevention and mitigation | |||
| of occupational health and safety | Social Dimension / Health and safety / Gestamp's | ||
| impacts directly linked by | Health and Safety System | ||
| business relationships | |||
| 403-8 Workers covered by an | Social Dimension / Health and safety / Gestamp's | ||
| occupational health and safety management system |
Health and Safety System | ||
| Social Dimension / Health and safety / 2023 | |||
| 403-10 Work-related ill health | Balance | ||
| 404-1 Average hours of training | Social Dimension / Talent / Talent development | ||
| GRI 404: Training | per year per employee | and training | |
| 404-2 Programs for upgrading | |||
| and Education 2016 | employee skills and transition assistance programs |
Social Dimension / Talent / Talent development and training |

| GRI 405: Diversity and Equal Opportunity 2016 |
405-1 Diversity of governance bodies and employees |
Social Dimension / Talent / The Gestamp workforce Governance Dimension / Good Governance and ethics / Good governance / Governing Bodies |
|---|---|---|
| GRI 406: Non discrimination 2016 |
406-1 Incidents of discrimination and corrective actions taken |
Governance Dimension / Good Governance and ethics / Ethics and Regulatory Compliance / Code of Conduct |
| GRI 413: Local Communities 2016 |
413-1 Operations with local community engagement, impact assessments, and development programs 413-2 Operations with significant actual and potential negative impacts on local communities |
After the Double Materiality analysis, it is identified that the Affected Communities theme is not material for the company. However, the different related aspects will continue to be monitored to report on them in future years if necessary. |
| GRI 414: Supplier Social Assessment 2016 |
414-1 New suppliers that were screened using social criteria |
Governance Dimension / Responsible Supply Chain Management / New purchasing model |
| GRI 415: Public Policy 2016 |
415-1 Political contributions | Governance Dimension / Good Governance and ethics / Ethics and Regulatory Compliance / Code of Conduct |
| GRI 418: Customer Privacy 2016 |
418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data |
Governance Dimension / Good Governance and ethics / Ethics and Regulatory Compliance / Code of Conduct |

The Sustainability Accounting Standards Board (SASB) indicators for the sector are presented below: Transportation - Auto Parts industry.
| Matter | Indicator | Reference |
|---|---|---|
| Energy management | TR-AP-130a.1: (1) Total energy consumed, (2) percentage grid electricity, (3) percentage renewable |
Environmental Dimension / Road to neutrality / Metrics and targets |
| Waste management | TR-AP-150a.1: (1) Total amount of waste from manufacturing, (2) percentage hazardous, (3) percentage recycled |
Environmental Dimension / Environmental management / Waste management |
| Design for Fuel Efficiency | TR-AP-410a.1: Revenue from products designed to increase fuel efficiency and/or reduce emissions |
Gestamp Group / Operational Excellence / Innovation |
| Materials Sourcing | TR-AP-440a.1: Description of the management of risks associated with the use of critical materials |
Environmental Dimension / Road to neutrality / Risk management Governance Dimension / Good Governance and Ethics / Risk Management |
| Materials efficiency | TR-AP-440b.1: Percentage of products sold that are recyclable |
Environmental Dimension / Circularity Environmental Dimension / Environmental Management / Waste Management |
| TR-AP-440b.2: Percentage of input materials from recycled or remanufactured content |
Environmental Dimension / Circularity |
|
| Competitive behaviour | TR-AP-520a.1: Total amount of monetary losses as a result of legal proceedings associated with anti competitive behaviour regulations |
Governance Dimension / Good Governance and Ethics / Compliance in terms of Competition |

In 2008 we endorsed the Principles of the Global Compact, and in 2011 we became a partner. Our commitment to these principles related to human rights, labour rights, environment and anticorruption is reflected each year in the Sustainability Report and in the progress report published annually, which is available on the Global Compact website: www.pactomundial.org and at https://www.unglobalcompact.org/what-is-gc/participants/4608

| ASPECTS | PRINCIPLES OF THE GLOBAL COMPACT | GRI | SDGs |
|---|---|---|---|
| INDICATORS | |||
| Human Rights | 1. Businesses should support and |
403-2, 403-3, |
1, 2, 3, 4, 5, |
| respect the protection of internationally | 405-1, 405-2, |
6, 7, 8, 10, | |
| proclaimed human rights within their | 406-1, 407-1, |
11, 16, 17 | |
| sphere of influence | 409-1, 414-1, |
||
| 416-1 | |||
| 2. Businesses should make sure that they | 414-1, 406-1- |
1, 2, 3, 4, 5, | |
| are not complicit in human rights abuses | 409-1 | 6, 7, 8, 10, | |
| 11, 16, 17 | |||
| Labour Rights | 3. Businesses should uphold the |
402-1, 407-1, |
1, 3, 5, 8, 9, |
| freedom of association and the effective | 414-1 | 10, 16, 17 | |
| recognition of the right to collective | |||
| bargaining | |||
| 4. Businesses should uphold the |
409-1, 414-1 | 1, 3, 5, 8, 9, | |
| elimination of all forms of forced and | 10, 16, 17 | ||
| compulsory labour | |||
| 5. Businesses should uphold the |
409-1, 412-2, | 1, 3, 5, 8, 9, | |
| effective abolition of child labour | 10, 16, 17 | ||
| 6. Businesses should uphold the |
401-1, 405-1, |
1, 3, 5, 8, 9, | |
| elimination of discrimination in respect | 405-2, 406-1, |
10, 16, 17 | |
| of employment and occupation | 414-1 | ||
| Environment | 7. Businesses should support a |
301-3, 302-1, |
2, 6, 7, 9, 11, |
| precautionary approach to |
303-1, 304-2, |
12, 13, 14, | |
| environmental challenges | 305-1-305-3, | 15, 17 | |
| 306-1, 306-2, |
|||
| 307-1, 416-1, |
|||
| 417-1 | |||
| 8. Businesses should undertake initiatives to promote greater |
201-2 | 2, 6, 7, 9, 11, 12, 13, 14, |
|
| environmental responsibility | 15, 17 | ||
| 9. Businesses should encourage the | 301-3 | 2, 6, 7, 9, 11, | |
| development and diffusion of |
12, 13, 14, | ||
| environmentally-friendly technologies | 15, 17 | ||
| Anti-corruption | 10. Businesses should work against |
205-1, | 3, 10, 16, 17 |
| corruption in all its forms, including | |||
| extortion and bribery |

As of 31 December 2023, the Group comprised the following subsidiaries throughout the world whose holding company is Gestamp Automoción S.A.:
Gescrap Morocco, S.R.L. Tuyauto Gestamp Morocco, S.A.
Autotech Engineering R&D USA, Inc. Edscha Automotive Michigan, Inc Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Edscha Automotive SLP, S.A.P.I. de C.V. Edscha North America Technologies, Llc. Ges Recycling Alabama, LLC Ges Recycling Michigan, LLC Ges Recycling South Carolina, LLC Ges Recycling Tennessee, LLC Ges Recycling USA, LLC Ges Recycling West Virginia, LLC Gescrap Autometal Mexico, S.A. de C.V. Gescrap Autometal Mexico Servicios, S.A. de C.V. Gestamp Aguascalientes, S.A.de C.V. Gestamp Alabama, LLc. Gestamp Cartera de México, S.A. de C.V. Gestamp Chattanooga II, Llc Gestamp Chattanooga, Llc Gestamp Mason, LLc. Gestamp Mexicana de Serv. Laborales, S.A. de C.V. Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp North America, INC Gestamp Puebla II, S.A. de C.V. Gestamp Puebla, S.A. de C.V. Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp South Carolina, Llc Gestamp Toluca SA de CV Gestamp Washtenaw, LLc. Gestamp West Virginia, Llc. GGM Puebla Servicios Laborales, S.A. de C.V. GGM Puebla, S.A. de C.V. Gestamp Holding Hamilton, Inc Gestamp Saint Clair, LLc Gestamp Stanton, LLc Loire USA, LLc Soluciones de Gestión de Residuos Mexicana, S.A. de C.V.

Edscha do Brasil Ltda. Gescrap - Autometal Comercio de Sucatas, S/A Gestamp Argentina, S.A. Gestamp Baires, S.A. Gestamp Brasil Industria de Autopeças, S.A. Gestamp Córdoba, S.A. Gestamp Sorocaba Industria Autopeças Ltda.
Anhui Edscha Automotive Parts Co Ltd. Autotech Engineering (Shangai) Co. Ltd. Beyçelik Gestamp Otomotive Sanayi, A.S. Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Çelik Form Gestamp Otomotive, A.S. Changchun Xuyang Gestamp Auto Components Co. Ltd. Edscha Aapico Automotive Co. Ltd Edscha Aditya Automotive Systems Private Limited Edscha Automotive Components (Chongqing) Co. Ltd. Edscha Automotive Components (Kunshan) Co., Ltd. Edscha Automotive Components (Shanghai) Co., Ltd Edscha Automotive Technology (Shangai) Co., Ltd. Edscha Japan Co., Ltd. Edscha Pha Automotive Components (Kunshan) Co., Ltd. Edscha Pha, Ltd. Edscha Togliatti, Llc. Gescrap India Private Limited Gescrap Rus, LLC Grescrap Turkey Metal Sanayi ve Ticaret Limited Sirketi Gestamp (China) Holding, Co. Ltd Gestamp Auto Components (Beijing) Co., Ltd. Gestamp Auto components (Chongqing) Co., Ltd. Gestamp Auto Components (Dongguan), Co. Ltd. Gestamp Auto Components (Kunshan) Co., Ltd Gestamp Auto Components (Shenyang), Co. Ltd. Gestamp Auto Components (Tianjin) Co., LTD. Gestamp Auto Components Sales (Tianjin) Co., LTD. Gestamp Auto Components Wuhan, co. Ltd. Gestamp Automotive Chennai Private Ltd. Gestamp Automotive India Private Ltd. Gestamp Autotech Japan K.K. Gestamp Hot Stamping Japan Co., Ltd. Gestamp Kartek Corp. Gestamp Metal Forming (Wuhan), Ltd Gestamp New Energy Vehicle Components (Beijing) Co., LTD. Gestamp Pune Automotive, Private Ltd. Gestamp Services India Private, Ltd.

Gestamp Severstal Kaluga, LLc Gestamp Severstal Vsevolozhsk Llc Gestamp Togliatti, Llc. Gestool Tooling Manufacturing (Kunshan), Co., Ltd Indutrial Steel Recycling, L.L.C. Jui Li Edscha Body Systems Co., Ltd. Jui Li Edscha Hainan Industry Enterprise Co., Ltd. Jui Li Edscha Holding Co., Ltd. Shanghai Edscha Machinery Co., Ltd.
Adral, matriceria y pta. a punto, S.L. Almussafes Mantenimiento de Troqueles, S.L. Automated Joining Solutions, S.L. Automotive Chassis Products Plc. Autotech Engineering Deutschland GmbH Autotech Engineering France S.A.S. Autotech Engineering R&D Uk limited Autotech Engineering S.L. Autotech Engineering Spain, S.L. Beta Steel, S.L. Car Recycling, S.L. Diede Die Developments, S.L. DJC Recyclage Edscha Automotive Hauzenberg GmbH Edscha Automotive Hengersberg GmbH Edscha Automotive Kamenice S.R.O. Edscha Briey S.A.S. Edscha Burgos, S.A. Edscha Engineering France S.A.S. Edscha Engineering GmbH Edscha Hauzenberg Real Estate GmbH & Co. KG Edscha Hengersberg Real Estate GmbH & Co. KG Edscha Holding GmbH Edscha Hradec S.R.O. Edscha Kunststofftechnik GmbH Edscha Mechatronics Solutions, GmbH Edscha Santander, S.A. Edscha Velky Meder S.R.O. Etem Gestamp Aluminium Extrusions, S.A. Flycorp, S.L. Ges Recycling Limited Ges Recycling Polska Sp. Z.o.o Gescrap Aragón, S.L. Gescrap Catalunya, S.L. Gescrap Centro, S.L. Gescrap Czech, s.r.o. Gescrap Desarrollo, S.L.

Gescrap France, S.A.R.L. Gescrap GmbH Gescrap Hungary, KFT Gescrap LT, UAB Gescrap Navarra, S.L. Gescrap Noroeste, S.L. Gescrap Polska Sp. Z.o.o. Gescrap Romania, S.R.L. Gescrap S.L. Gescrap Servicios Portuarios, S.L. Gescrap Slovakia, s.r.o. Gescrap Trading, S.L. Gestamp 2008, S.L. Gestamp 2017, S.L.U. Gestamp Abrera, S.A. Gestamp Aragón, S.A. Gestamp Automoción, S.A. Gestamp Aveiro - Indústria de acessórios de Automóveis, S.A. Gestamp Beycelik Romania, S.R.L. Gestamp Bizkaia, S.A. Gestamp Cerveira, Lda. Gestamp Esmar, S.A. Gestamp Etem Automotive Bulgaria, S.A. Gestamp Global Tooling, S.L. Gestamp Griwe Haynrode, Gmbh Gestamp Griwe Westerburg, Gmbh Gestamp HardTech, AB Gestamp Holding Argentina, S.L. Gestamp Holding China, AB Gestamp Holding México, S.L. Gestamp Holding Rusia, S.L. Gestamp Hungaria KFT Gestamp Ingeniería Europa Sur, S.L. Gestamp Levante, S.A. Gestamp Linares, S.A. Gestamp Louny, S.R.O. Gestamp Manufacturing Autochasis, S.L. Gestamp Metalbages, S.A. Gestamp Navarra, S.A. Gestamp Nitra, S.R.O. Gestamp North Europe Services, S.L. Gestamp Noury, S.A.S Gestamp Palau, S.A. Gestamp Palencia, S.A. Gestamp Polska, SP. Z.O.O. Gestamp Prisma, S.A.S Gestamp Proyectos Automoción 1, S.L. Gestamp Proyectos Automoción 3, S.L.

Gestamp Ronchamp, S.A.S Gestamp Servicios, S.A. Gestamp Solblank Barcelona, S.A. Gestamp Sweden, AB Gestamp Tallent , Ltd Gestamp Tech, S.L. Gestamp Technlogy Institute, S.L. Gestamp Toledo, S.A. Gestamp Tool Hardening, S.L. Gestamp Tooling Engineering Deutschland, GmbH Gestamp Tooling Erandio, S.L. Gestamp Tooling Services, AIE Gestamp Try Out Services, S.L. Gestamp Umformtechnik GmbH Gestamp Vendas Novas Lda. Gestamp Vigo, S.A. Gestamp Wroclaw Sp.z,o.o. Gestión Global de Matricería, S.L. Global Laser Araba, S.L. GMF Holding GmbH Gestamp Wolfsburg, GmbH Industrias Tamer, S.A. Ingeniería Global Metalbages, S.A. Ingeniería y Construcción de Matrices, S.A.U IxCxT, S.A.U Loire Sociedad Anónima Franco Española Lusoscrap, Lda Mursolar 21, S.L. Recuperaciones Férricas Asturianas, S.L. Recuperaciones Férricas Integrales, S.A. Recuperaciones Medioambientales Industriales, S.L. Refeinsa Centro, S.L. Refeinsa Navarra, S.L. Reimasa Recycling, S.L. Reparaciones Industriales Zaldibar, S.L. Samper-Refeinsa Galicia, S.L. SCI de Tournan Sideacero, S.L. Smart Industry Consulting and Technologies, S.L.U Sofedit, S.A.S Todlem, S.L. Transportes Basegar, S.A.

Polígono industrial de Lebario 48220 Abadiño – Vizcaya (España)
Calle Alfonso XII, 16 28014 Madrid (España) 
Gestamp Automoción S.A. C/ Alfonso XII, 16 28014 Madrid, Spain www.gestamp.com
If you need any clarifications, or have questions or suggestions related to the report: [email protected]



<-- PDF CHUNK SEPARATOR -->
This document is a translation into English of an original document drafted in Spanish. This translation is for information purposes only, therefore, in case of discrepancy, the Spanish version shall prevail.
IDENTIFICATION DETAILS OF THE
END OF REPORTING PERIOD 31/12/2023
Tax Identification Code A48943864
ISSUER
Registered Name: GESTAMP AUTOMOCIÓN, S.A.
Registered Address: Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia
A.1 Complete the following table about the company's share capital and voting rights allocated, including, as applicable, those related to loyalty shares, at year-end:
Indicate whether the company's articles of association contain any provision on loyalty-based dual voting:
No ☒

Minimum term of uninterrupted ownership demanded under the articles of association
Indicate whether the company has allocated any loyalty-based voting rights:
No ☒
Yes
| Date of the last share capital amendment |
Share capital |
Number of shares |
Number of voting rights (excluding additional loyalty-based voting rights) |
Number of additional voting rights allocated in relation to loyalty shares |
Total number of voting rights, including additional loyalty-based voting rights |
|---|---|---|---|---|---|
| 03/03/2017 | 287,757,180 575,514,360 | 0 | 0 | 575,514,360 |
Number of shares recorded in the special logbook pending lapse of loyalty term 0
Observations
State whether or not there are different classes of shares with different associated rights:
Yes □ No ☒
| Categor | Number of shares | Nominal value | Number of voting | Different |
|---|---|---|---|---|
| y | per share | rights per share | rights | |
| Observations |
|---|
A.2 Provide a breakdown of the direct and indirect holders of significant shareholdings as of the end of the financial year, including directors holding a significant shareholding:
| Individual or company name of shareholder |
% voting rights attributed to the shares (including loyalty-based voting rights) |
% voting rights through financial instruments |
% total voting rights |
Out of the total number of voting rights attributed to the shares, indicate, as applicable, the additional allocated votes related to loyalty shares |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| Acek Desarrollo y Gestión Industrial, S.L. |
24.07 | 50.10 | 0 | 0 | 74.17 | 0 | 0 |
Observations
Details of the indirect shareholding:
| Individual or company name of indirect holder |
Individual or company name of direct holder |
% voting rights attributed to the shares (including loyalty-based voting rights) |
% voting rights through financial instruments |
% total voting rights |
Out of the total number of voting rights attributed to the shares, indicate, as applicable, the additional allocated votes related to loyalty shares |
|---|---|---|---|---|---|
| Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. |
50.10 | 0 | 50.10 | 0 |
| Observations | |
|---|---|
State the most significant changes in the shareholding structure that have occurred during the financial year:

A.3 Provide a breakdown, regardless of the percentage, of the year-end shareholding of the members of the Board of Directors holding voting rights attributed to the company's shares or through financial instruments, excluding the directors identified in section A.2 above:
| Individual or company name of director |
% voting rights attributed to the shares (including loyalty-based voting rights) |
% voting rights through financial instruments |
% total voting rights |
Out of the total % of voting rights attributed to the shares, indicate, as applicable, the % of additional allocated votes related to loyalty shares |
||||
|---|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | |||
| Mr. Francisco López Peña |
0.14 | - | - | - | 0.14 | - | - | |
| Mr. Javier Rodríguez Pellitero |
0.00 | - | - | - | 0.00 | - | - | |
| Mr. Alberto Rodríguez-Fraile Díaz |
0.01 | - | - | - | 0.01 | - | - | |
| Mr. Pedro Sainz de Baranda Riva |
0.02 | - | - | - | 0.02 | - | - | |
| Mr. César Cernuda Rego |
0.00 | - | - | - | 0.00 | - | - | |
| Total | 0.17 | 0.17 |
| Total % of voting rights owned by members of the Board of Directors | 0.17 |
|---|---|
| --------------------------------------------------------------------- | ------ |
Observations Mr. Javier Rodríguez Pellitero and Mr. Cesar Cernuda Rego hold a direct stake of 0.003% and 0.004%, respectively, which, together with the stake held by the other Directors, results in a total of 0.177%.
Details of the indirect shareholding:
| Individual or company name of director |
Name or company name of the direct holder |
% voting rights attributed to the shares (including loyalty based voting rights) |
% voting rights through financial instruments |
% total voting rights |
Out of the total % of voting rights attributed to the shares, indicate, as applicable, the % of additional allocated votes related to loyalty shares |
|---|---|---|---|---|---|
| - | - | - | - | - | - |
Provide a breakdown of the total percentage of voting rights represented in the board:
| Total % of voting rights represented in the board of directors 74.34% |
|---|
| -------------------------------------------------------------------------- |
A.4 State, if applicable, the family, commercial, contractual, or corporate relationships between significant shareholders, insofar as they are known to the company, unless they are immaterial or result from the ordinary course of business, except those that are reported in section A.6:
| Related individual or company name |
Type of relationship | Brief description |
|---|---|---|
A.5 State, if applicable, the commercial, contractual, or corporate relationships between significant shareholders and the company and/or its group, unless they are immaterial or result from the ordinary course of business:
| Related individual or | ||
|---|---|---|
| company name | Type of relationship | Brief description |
| Acek Desarrollo y Gestión | Contractual | Gestamp Automoción, S.A. |
| Industrial, S.L. | Commercial | (hereinafter referred to as the |
| Gestamp Automoción, S.A. | Corporate | "Company") and any |
| companies belonging to its |
||
| group, of which the Company | ||
| is the parent entity, |
||
| (hereinafter referred to as the | ||
| "Group"), have a commercial, | ||
| contractual and corporate |
||
| relationship with its significant | ||
| shareholder or companies |
||
| belonging to its group. |
||
| Although those relationships | ||
| arise from the ordinary course | ||
| of business under market |
||
| conditions, they are detailed in | ||
| section D of this report for the | ||
| sake of full transparency. In | ||
| addition, transactions arising | ||
| from these relationships are | ||
| published through "Other |
||
| Relevant Information" |
||
| communications in accordance | ||
| with the provisions of article | ||
| 529(21) of the Spanish |
||
| Companies Act (LSC). |
A.6 Describe the relationship, unless it is of little relevance to both parties, that exists between significant shareholders or representatives on the board and the directors, or their representatives, in the case of legal person directors.
Explain, where applicable, how significant shareholders are represented. Specifically, any directors who have been appointed on behalf of significant shareholders, those whose appointment was encouraged by significant shareholders, or who are related to significant shareholders and/or entities in their group, specifying the nature of such relationships, shall be indicated. In particular, mention shall be made, where appropriate, of the existence, identity and position of members of the board, or representatives of directors, of the listed company, who are, in turn, members of the management body, or their representatives, in companies which hold significant shareholdings in the listed company or in group entities of these significant shareholders.
| Individual or company name of the related director or representative |
Individual or company name of related significant shareholder |
Company name of the group company of the significant shareholder |
Description of relationship / position |
|---|---|---|---|
| Mr Francisco José Riberas Mera |
Acek Desarrollo y Gestión Industrial, S.L. |
Acek Desarrollo y Gestión Industrial, S.L. |
He has control of Orilla Asset Management, S.L., a company that, together with the company Ion Ion, S.L., controls the significant shareholder Acek Desarrollo y Gestión Industrial, S.L. He is the joint director of Acek Desarrollo y Gestión Industrial, S.L. and the group of companies led by the former as parent company (hereinafter, "Acek Group"). |
| Mr. Juan María Riberas Mera |
Acek Desarrollo y Gestión Industrial, S.L. |
Acek Desarrollo y Gestión Industrial, S.L. |
He has control of Ion Ion S.L., a company that, together with the company Orilla Asset Management, S.L., controls the significant shareholder Acek Desarrollo y Gestión Industrial, S.L. He is the joint director of Acek and director of companies in Acek Group. |
| Mr. Francisco López | Acek Desarrollo y | Gestamp 2020, S.L. He is Director of | |
|---|---|---|---|
| Peña | Gestión Industrial, | Gestamp 2020, S.L. | |
| S.L. | |||
| Mr. Norimichi | Acek Desarrollo y | Gestamp 2020, S.L. He is Director of | |
| Hatayama | Gestión Industrial, | Gestamp 2020, S.L. | |
| S.L. | |||
| Ms. Chisato Eiki | Acek Desarrollo y | Gestamp 2020, S.L. He is Director of | |
| Gestión Industrial, | Gestamp 2020, S.L. | ||
| S.L. | |||
| Observations |
A.7 State whether any private shareholders' agreements (pactos parasociales) affecting the company pursuant to the provisions of Articles 530 and 531 of the Companies Act (Ley de Sociedades de Capital) have been reported to the company. If so, briefly describe them and list the shareholders bound by the agreement:
Yes ☒ No □
| Participants in the | % of share capital | Expiration | |
|---|---|---|---|
| private shareholders' | affected | Brief description of the | date of the |
| agreement | agreement | agreement, | |
| if any | |||
| Acek Desarrollo y Gestión Industrial, S.L. Mitsui & Co., Ltd. Gestamp 2020, S.L. |
74.17 | Private shareholders' agreement signed on 23 December 2016 and reported by virtue of a Significant Event on 7 April 2017 (Record No. 250532). It regulates, among other aspects, corporate governance matters relating to the General Shareholders' Meeting and the Board of Directors of both Gestamp 2020, S.L., and the Company, as well as the transmission regime of shares of the Company. For further information, see note included in Section H. |
- |
| Mr Francisco José Riberas Mera Orilla Asset Management, S.L. Mr Juan María Riberas Mera Ion-Ion, S.L. Acek Desarrollo y Gestión Industrial, S.L. |
74.17 | Protocol formalised on 21 March 2017 and reported by virtue of a Significant Event on 7 April 2017 (Record No. 250503). It regulates certain aspects related to Acek Group's ownership and management. In particular, the protocol regulates the procedure for deciding the direction of the vote of Acek Desarrollo y Gestión Industrial, S.L., with |
- |
| respect to the agreements |
|
|---|---|
| adopted in the General |
|
| Shareholders' Meeting of the | |
| Company and of Gestamp |
|
| 2020, S.L., the first refusal and | |
| tag along rights regarding |
|
| shares of Acek Desarrollo y | |
| Gestión Industrial, S.L., and | |
| the regime to solve deadlock | |
| situations that could affect the | |
| Company. For further |
|
| information, see note included | |
| in Section H. |
State if the company is aware of the existence of concerted actions among its shareholders. If so, briefly describe them:
Yes □ No ☒
| Participants in concerted action |
% of share capital affected |
Brief description of the concerted action |
Expiration date of the agreement, if any |
|---|---|---|---|
| Observations |
|---|
| -------------- |
Expressly state whether or not any of such agreements, arrangements or concerted actions have been modified or terminated during the financial year:
Not applicable.
A.8 State whether there is any individual or legal entity that exercises or may exercise control over the company pursuant to section 5 of the Securities Market Act (Ley del Mercado de Valores). If so, identify it:
Yes ☒ No □
| Individual or company name |
|---|
| Acek Desarrollo y Gestión Industrial, S.L. |
Acek Desarrollo y Gestión Industrial, S.L. has the control through a 75% interest in the capital of Gestamp 2020, S.L., which, in turn, owns 50.10% of the Company's share capital and voting rights. Furthermore, Acek Desarrollo y Gestión Industrial, S.L. has a direct 24.07% interest in the Company's share capital. Therefore, Acek Desarrollo y Gestión Industrial, S.L. controls 74.17% of the Company's voting rights.
The Riberas family has control of Acek Desarrollo y Gestión Industrial, S.L., given that it is the indirect holder of its entire share capital through the companies Orilla Asset Management, S.L. and Ion-Ion, S.L. At present, Mr. Francisco José Riberas has control of Orilla Asset Management, S.L. and Mr. Juan María Riberas has control of Ion-Ion, S.L. The management body of Acek Desarrollo y Gestión Industrial, S.L. comprises two joint directors: Orilla Asset Management, S.L. (represented by Mr. Francisco José Riberas) and Ion-Ion, S.L. (represented by Mr. Juan María Riberas).
| Number of direct shares | Number of indirect shares (*) | Total % of share capital |
|---|---|---|
| 3,169,656 | 0 | 0.55 |
Observations The number of treasury shares held by the Company includes, (i) on the one hand, the operations carried out under the liquidity contract between the Company and JB Capital Markets, Sociedad de Valores, S.A.U. reported to the market as a Significant Event on 24 September 2018 (record no. 269864), and (ii) on the other, the share buyback programme approved by the Company's Board of Directors in order to furnish shares of the Company to certain Gestamp employees that are beneficiaries of the current long-term incentive plan (LTI), which was reported to the market as another Significant Event on 4 September 2023 (record no. 24303).
| Individual or company name of direct holder of the interest |
Number of direct shares | |
|---|---|---|
| Total: | ||
| Observations |
Explain any significant changes that have occurred during the year:
| Explain any significant changes | |
|---|---|
A.10 Describe the conditions and duration of the powers currently in force given by the shareholders to the board of directors in order to issue, repurchase or transfer own shares of the company:
The Company's General Shareholders' Meeting, held on 6 May 2021, agreed, under point thirteen of the agenda, to authorise the Company's Board of Directors to acquire treasury shares subject to the following conditions:
| % | |
|---|---|
| Estimated free float: | 25.11 |
| Observations |
|---|
A.12 State whether there are any restrictions (statutory, legislative or of any kind) on the transfer of securities and/or any restrictions on voting rights. In particular, state whether there are any type of restrictions that may hinder the takeover of the company by means of the acquisition of its shares on the market, as well as any systems regarding prior authorisation or communication which, regarding the acquisitions or transfers of the company's financial instruments, are applicable to it by sectorial regulations.
$$\begin{array}{cc} \mathbf{Yes \boxtimes} & \mathbf{No \sqsubset} \ \hline \ \hline \ \hline \text{Description of restrictions} \end{array}$$
There are no statutory or legislative restrictions on the transfer of securities or on voting rights.
As stated in section A.7 of this Annual Corporate Governance Report, Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp, 2020, S.L., formalised an agreement on 23 December 2016, which governs, among other aspects, the system for transferring the shares of the Company, owned by Acek Desarrollo y Gestión Industrial, S.L. and Mitsui & Co., Ltd. (indirectly through Gestamp 2020, S.L.). This transfer regime could hinder a takeover of the Company by means of the acquisition of its shares on the market. For further information see the Significant Event of 7 April 2017 (Record No. 250532) and the note included in section H.
Similarly, as stated in the aforementioned section, Mr. Francisco José Riberas Mera, Orilla Asset Management, S.L., Mr. Juan María Riberas Mera, Ion Ion, S.L., and Acek Desarrollo y Gestión Industrial, S.L., formalised a protocol on 21 March 2017, which governs, among other aspects, the procedure for deciding the direction of the vote of Acek Desarrollo y Gestión Industrial, S.L. in the Company in relation to the resolutions to be adopted by the Company's General Shareholders' Meeting. This the procedure for deciding the direction of the vote could hinder the takeover of the Company by means of the acquisition of its shares on the market. For further information, see the Significant Event of 7 April 2017 (Record No. 250503) and the note included in section H.
A.13 State whether or not the shareholders acting at a general shareholders' meeting have approved the adoption of breakthrough measures in the event of a takeover bid pursuant to the provisions of Law 6/2007.
$$\mathbf{Yes} \sqsupset \qquad\qquad\qquad\mathbf{No} \boxtimes!\mathbf{No}$$
Explain the approved measures and the terms on which the restrictions will become ineffective.
A.14 State whether or not the company has issued securities that are not traded on an EU regulated market.
Yes ☒ No □
If applicable, specify the different classes of shares, if any, and the rights and obligations attached to each class of shares.
The Company has issued promissory notes that are traded on the Alternative Fixed-Income Market (MARF).
The Company also issued senior notes that are marketed in Euro MTF of the Luxembourg Stock Exchange.
For further information relating to these debt instruments, go to the website of the markets referred to:http://www.bmerf.es/ and www.bourse.lu.
B
B.1 State and, if applicable, describe whether or not there are differences with the minimum requirements set out in the Companies Act (LSC) regarding the quorum needed to hold a general shareholders' meeting.
Yes □ No ☒
| % quorum differing from that established in Art. 193 of Spanish Capital Companies Act (LSC) for general cases |
% quorum differing from that established in Art. 194 LSC for special cases pursuant to Art. 194 LSC |
|
|---|---|---|
| Quorum required on 1st call |
||
| Quorum required on 2nd call |
B.2 State and, if applicable, describe any differences from the rules set out in the Companies Act for the adoption of corporate resolutions:
Yes □ No ☒
Describe how they differ from the rules provided by the Companies Act.
| % established by the entity for the adoption of resolutions |
Qualified majority other than that established in Article 201.2 of the Companies Act for the cases set forth in Article 194.1 of the Companies Act |
Other instances in which a qualified majority is required |
|---|---|---|
| Describe the differences |
B.3 State the rules applicable to the amendment of the articles of association of the company. In particular, disclose the majorities provided for amending the articles of association, and any rules provided for the protection of the rights of the shareholders in the amendment of the articles of association.
The articles of association of the Company do not establish different or additional rules to those set out by law for the amendment of articles of association.
In this regard, according to the provisions under Article 13.3 of the Company's articles of association, in order for the General Shareholders' Meeting to validly agree any articles of association amendment, the following shall be required: on first call, the absolute majority of shareholders present, either in person or by proxy, provided they hold at least fifty percent of the subscribed share capital with voting rights; and, on second call, the favourable vote of two thirds of shareholders present, either in person or by proxy, at the General Shareholders' Meeting, when there are shareholders representing twenty-five percent or more of the subscribed share capital with voting rights, without reaching fifty percent.
| Attendance data | ||||||
|---|---|---|---|---|---|---|
| Date of | % of | % of | % absentee voting | |||
| general sharehold ers' meeting |
shareholders present in person |
shareholders represented by proxy |
Electronic voting |
Other | % Total | |
| 09/05/2023 | 0.59 | 86.68 | 0 | 1.24 | 88.51 | |
| Of which free float: |
0.41 | 12.86 | 0 | 1.24 | 14.51 | |
| 10/05/2022 | 0.53 | 86.60 | 0 | 0 | 87.13 | |
| Of which free float: |
0.35 | 12.98 | 0 | 0 | 13.33 | |
| 06/05/2021 | 0.18 | 86.12 | 0 | 1.13 | 87.43 | |
| Of which free float: |
0.00 | 13.15 | 0 | 1.13 | 14.28 |
B.4 State the data on attendance at the general shareholders' meetings held during the financial year referred to in this report and those of the two previous financial years:
For clarification purposes, it is stated for the record that physical attendance data include the shares owned by shareholder individuals that are physically present at the General Shareholders' Meeting. In addition, proxy attendance data include the shares owned by shareholder individuals that are represented by proxies at the General Shareholders' Meeting and the shares owned by shareholder legal entities making up, to a large extent, most of share capital. Furthermore, it is stated for the record that the information on the percentage of remote voting ("other") refers to those votes received by regular mail.
B.5 State whether at the general meetings held throughout the year there were any items on the agenda that, for any reason, were not approved by the shareholders.
| Yes □ | No ☒ | ||
|---|---|---|---|
| Agenda items not approved | % votes against (*) | ||
| No ☒ |
|---|
| Number of shares required to attend the general shareholders' meeting |
|
|---|---|
| Number of shares required to vote remotely |
B.7 State whether it has been established that certain decisions, other than those established by law, which involve the acquisition, disposal or contribution of essential assets to another company or other similar corporate operations, must be subject to the approval of the general shareholders' meeting.
Yes □ No ☒
Explanation regarding the decisions to be submitted to the board, other than those established by law
B.8 State the address and method for accessing the company's website to access information regarding corporate governance and other information regarding general shareholders' meetings that must be made available to the shareholders through the Company's website.
On the Company's website (www.gestamp.com), there is a Corporate Governance section, which can be accessed from the home page via the "Shareholders and Investors" section. In this section, it is possible to obtain information on "Corporate Governance", which includes information on the General Shareholders' Meeting, the Board of Directors and its Committees, as well as the Company's corporate standards and policies.
The "Corporate Governance" section is therefore accessible in two clicks from the home page.
C.1.1 Minimum and maximum number of directors provided for in the Articles of Association and the number set by the General Meeting:
| Maximum number of directors |
15 | |||
|---|---|---|---|---|
| Minimum number of directors |
9 | |||
| Number set by the general meeting |
13 | |||
| Observations |
C.1.2 Complete the following table identifying the members of the board:
| Individual or company name of director |
Representativ e |
Category of director |
Position on the Board |
Date of first appointment |
Date of last appointment |
Election procedure |
Date of birth |
|---|---|---|---|---|---|---|---|
| Mr Francisco José Riberas Mera |
- | Executive | Executive Chairman |
22/12/1997 | 06/05/2021 | General Shareholders' Meeting Agreement. |
01/06/1964 |
| Mr Juan María Riberas Mera |
- | Proprietary | Vice Chairman |
22/12/1997 | 06/05/2021 | General Shareholders' Meeting Agreement. |
06/10/1968 |
| Mr Francisco López Peña |
- | Proprietary | Member | 05/03/2010 | 06/05/2021 | General Shareholders' Meeting Agreement. |
05/03/1959 |
| Ms Chisato Eiki |
- | Proprietary | Member | 01/04/2021 | 06/05/2021 | General Shareholders' Meeting Agreement. |
30/09/1972 |
| Mr Norimichi Hatayama |
- | Proprietary | Member | 02/04/2020 | 25/06/2020 | General Shareholders' Meeting Agreement. |
22/12/1973 |
| Mr Alberto Rodríguez Fraile Díaz |
- | Coordinating Independent Director |
Member | 24/03/2017 | 06/05/2021 | General Shareholders' Meeting Agreement. |
22/10/1964 |
| Mr Javier Rodríguez Pellitero |
- | Independent | Member | 24/03/2017 | 06/05/2021 | General Shareholders' Meeting Agreement. |
22/09/1969 |
| Mr Pedro Sainz de Baranda Riva |
- | Independent | Member | 24/03/2017 | 06/05/2021 | General Shareholders' Meeting |
23/03/1963 |
| Agreement. | |||||||
|---|---|---|---|---|---|---|---|
| Ms Ana García Fau |
- | Independent | Member | 24/03/2017 | 06/05/2021 | General Shareholders' Meeting Agreement. |
03/11/1968 |
| Mr César Cernuda Rego |
- | Independent | Member | 24/03/2017 | 06/05/2021 | General Shareholders' Meeting Agreement. |
18/04/1972 |
| Ms Concepción Rivero Bermejo |
- | Independent | Member | 29/07/2019 | 25/06/2020 | General Shareholders' Meeting Agreement. |
15/06/1965 |
| Mr Gonzalo Urquijo Fernández de Araoz |
- | Other external directors |
Member | 24/03/2017 | 06/05/2021 | General Shareholders' Meeting Agreement. |
17/09/1961 |
| Ms Loreto Ordóñez Solís |
- | Independent | Member | 06/05/2021 | 06/05/2021 | General Shareholders' Meeting Agreement. |
24/04/1971 |
Total number of directors 13
State any removals, either due to resignations or resolutions of the General Shareholders' Meeting, in the Board of Directors during the reporting period:
| Individual or | Class of | Date of last | Date of vacancy | Specialist | Indicate whether the |
|---|---|---|---|---|---|
| company name | director at | appointment | Committees of | resignation/dismissal took | |
| of director | time of | which he/she was a | place before the end of the | ||
| vacancy | member | term of office | |||
Cause of resignation/dismissal when occurring before the expiration of the term of office and other observations; information on whether or not the director sent a letter to the other board members and, in the case of dismissals of non-executive directors, an explication or the perspective of the director dismissed by the General Meeting.
C.1.3 Complete the following tables about the members of the board and each member's status:
| Individual or company name of director |
Position within the company's structure | Profile |
|---|---|---|
| Mr Francisco José Riberas Mera |
Executive Chairman | He holds a Degree in Law and a Degree in Business Management and Economics from the Comillas Pontifical University (ICADE E-3) of Madrid. He began his professional career by taking on |
| different positions in the Gonvarri Group as |
|---|
| Director of Corporate Development and later as |
| CEO. In 1997 he created Gestamp Automoción |
| and since then he has been its executive |
| chairman, shaping over time what Gestamp |
| Group is today. |
| He is a member of the Boards of Directors of |
| Telefónica, CIE Automotive and Wallbox. He |
| also sits on the management bodies of other |
| Gestamp Group companies and of companies in |
| the Acek family holding (including companies |
| in the Gonvarri, Acek Energías Renovables and |
| Inmobiliaria Acek groups). He also chairs the |
| Spanish Association of Automotive Suppliers |
| (Sernauto) and the Spain-China Council |
| Foundation. |
| Total number of executive directors |
1 |
|---|---|
| Total % of the board | 7.69% |
Observations It is stated for the record that, on 31 December 2023, the service agreement in place between Director Mr Francisco López Peña and the Company expired, so that said Director no longer holds "executive" capacity, classified instead as a "proprietary" Director as of said date, insofar as Mr. Francisco López Peña is a senior executive and director of companies related to Grupo Acek.
| Individual or company name of | Individual or company name of | |
|---|---|---|
| director | the significant shareholder | Profile |
| represented by the director or that | ||
| has proposed the director's | ||
| appointment | ||
| Mr Juan María Riberas Mera | Acek Desarrollo y Gestión | He holds a Degree in Law and a Degree in Business |
| Industrial, S.L. | Management and Economics from the Comillas | |
| Pontifical University (ICADE E-3) of Madrid. | ||
| He is currently Chief Executive Officer of the | ||
| Gonvarri Group and the Acek Renovables Group. | ||
| He began his professional career in the Corporate | ||
| Development area of the Gonvarri Group, where he | ||
| later became Chief Executive Officer, a position he | ||
| currently holds. | ||
| He is Chairman of the Board of Directors of | ||
| Gonvarri and a member of the management bodies | ||
| of the subsidiaries of such company. He is also a | ||
| member of the management body of Acek Group | ||
| companies (including Acek Energías Renovables | ||
| Group and Inmobiliaria Acek Group). Outside |
| Acek Group, he is a member of the Boards of Directors of CIE Automotive and Global Dominion. He is also a member of the Board of Trustees of the Juan XXIII Foundation, among others. |
||
|---|---|---|
| Mr Francisco López Peña | Acek Desarrollo y Gestión Industrial, S.L. |
He holds a degree in Civil Engineering from the Polytechnic University of Barcelona and a Master of Business Administration (MBA) from the IESE Business School, Barcelona. |
| He has extensive experience in the vehicle parts sector with over 22 years in Gestamp Group. Previously, he held executive management positions in companies in sectors such as industrial mining and textiles. In 1998 he joined Gestamp as Director of Corporate Development, becoming CFO from 2008 to 2017 and then CEO up to 2020. |
||
| He is currently Managing Director of Orilla Asset Management, S.L. |
||
| He is also a Director of several unlisted companies of the Gestamp Automoción Group, of GAM (General de Alquiler de Maquinaria, S.A.), and of several unlisted companies in which Orilla Asset Management, S.L. has a stake. |
||
| Ms Chisato Eiki | Acek Desarrollo y Gestión Industrial, S.L. |
She holds a degree in Social Science from the Hitotsubashi University, Japan. |
| She is currently the General Director of the Corporate Sustainability Division of the Mitsui & Co., Ltd. Group, position that she has held since 2020. |
||
| In the last 25 years, she has been working for Mitsui Group, developing her professional experience at the Infrastructure Projects Business Unit through different leading positions for the Latin America and Asia regions. She started her professional career by holding different positions at the Infrastructure Projects Business Unit. In 2008, she worked for the Energy Transmission Department reporting to the Mobility Business Unit. In 2010 she was appointed Deputy General Director of the Infrastructure Projects Business Unit, being promoted in 2014 to General Director of the Infrastructure Projects Business Unit. |
||
| She forms part of the management bodies of Mitsui Group companies. |
||
| Mr Norimichi Hatayama | Acek Desarrollo y Gestión Industrial, S.L. |
She is Director of Gestamp 2020, S.L. He holds a degree in Arts from the Tokyo University of Foreign Studies (TUFS) and attended an international studies program taught by Universidad Tecnológica de Monterrey, Mexico. |
| He has extensive experience in the steel sector and | |
|---|---|
| a professional career of over 20 years working for | |
| Mitsui Group in different positions and different | |
| locations. He is the current General Director of the | |
| Steel Commercial Development and Investments | |
| Department in the Metals Division. He began his | |
| professional career in Mitsui in 1998, holding | |
| different positions in the Rolls, Tubes and Rails | |
| Division and, in particular, in the Steel Rolls | |
| international area in Tokyo. From 2009 to 2015, he | |
| acted as the Deputy General Director of the Steel | |
| Products Division for the Middle East, the Main | |
| Representative at the Al-Khovar office and |
|
| General Director of the Metal Department in | |
| Mitsui's subsidiary in Saudi Arabia. Afterwards, he | |
| was appointed General Director of the Rails | |
| International Department, which belongs to the | |
| Rolls, Tubes and Rails Division. Subsequently and | |
| prior to holding his current position, he was the | |
| General Director of the Automotive Components | |
| area reporting to the Automotive Components | |
| Division. | |
| He is Director of Gestamp 2020, S.L. |
| Total number of proprietary directors |
4 |
|---|---|
| Total % of the board | 30.77% |
| Observations | |
|---|---|
| -------------- | -- |
| EXTERNAL INDEPENDENT DIRECTORS |
|---|
| -------------------------------- |
| Individual or company name of director | Profile |
|---|---|
| Mr Alberto Rodríguez-Fraile Díaz | He holds a Degree in Business Administration from the University of Miami |
| and participated in the PADE programme (Senior Business Management) at | |
| the IESE Business School of Madrid. He also has certifications from the | |
| Securities Exchange Commission and the National Association of Securities | |
| Dealers as Registered Options Principal, Financial and Operation Principal, | |
| and Securities Principal. | |
| He started his professional career as a financial consultant at Merrill Lynch. | |
| Over the last 30 years he has worked for Asesores y Gestores Financieros | |
| (A&G), a company of which he is a founding partner, shareholder and the | |
| Chairman of its Board of Directors. Furthermore, he is a member of the board | |
| of A&G Group companies. | |
| Mr Javier Rodríguez Pellitero | He holds a Degree in Law and a Degree in Business Management and |
| Economics from the Comillas Pontifical University (ICADE E-3) of Madrid. | |
| He is Secretary General of the Spanish Banking Association (AEB). He is also | |
| the Chairman of the Fiscal and the Legal Committee of the AEB, member of | |
| the Legal Committee of the European Banking Federation and member of |
| the Consultation Committee of the National Securities Market Commission (CNMV). He started his professional career at the law firm Uría & Menéndez and was subsequently a Head State Lawyer in Zamora. At the CNMV, he held several important positions, such as Managing Director of Legal Services and Secretary of the Board. He also acted as Secretary of the Special Work Group that produced the 2006 Unified Code of Good Governance for Listed Companies. He was also a member of the Commission of Experts that produced the 2015 Code of Good Governance for Listed Companies. In addition, he is a Member of the Advisory Board of Engie España, S.L.U. |
|
|---|---|
| Mr Pedro Sainz de Baranda Riva | He holds a Degree in Mine Engineering from the University of Oviedo and a PhD in Engineering from Rutgers University in New Jersey. He also holds a Master's Degree in Business Administration (MBA) from the MIT, Sloan School of Management, Massachusetts. |
| Former Executive Chairman of Otis Elevator Company, he is a founding partner of the investment firm Sainberg Investments. A large part of his professional career was undertaken at the United Technologies Corporation Group, where he held different managerial positions with an international scope. He started as an R&D engineer at United Technologies, Connecticut, and later became the Engineering and New Technologies Manager. Subsequently, he was the Director of New Installations at Otis Elevator in Mexico, General Director at Otis in Portugal, CEO at Zardoya Otis and Chairman of the Southern Europe and Middle East area at Otis Elevator Company and, finally, Executive Chairman at Otis Elevator Company, a world leader in its sector. |
|
| He is a member of the Board of Directors of Scalpers Fashion, Naturgy Energy Group and Acerinox, a member of the Oversight Council of TK Elevator GmbH and a member of the Social Council at the Carlos III University in Madrid. In the past, he formed part of the management bodies of certain companies belonging to the Otis Elevator Company Group. He is also a member of the Board of Trustees of the Princess of Asturias Foundation and the University of Nebrija. |
|
| Ms Ana García Fau | She holds degrees in Law and in Business Management and Economics from the Comillas Pontifical University (ICADE E-3) of Madrid. She also holds a Master of Business Administration (MBA) from the MIT, Sloan School of Management, USA. |
| She is currently part of the Boards of Directors of the following listed companies: Cellnex Telecom, Merlin Properties and JDE Peet's in the Netherlands. She is a Non-Executive Chairwoman of Finerge in Portugal, a company partly owned by infrastructure funds, and an advisor/member of several advisory boards such as Pictet Wealth Management in Spain, Cosentino Group and the Board of Trustees of Fundación Universitaria Comillas-ICAI. |
|
| She started her professional career working at McKinsey & Co., Wolff Olins and Goldman Sachs International. At TPI-Páginas Amarillas (Telefónica Group) she was General Director of the Corporate Development area and subsequently Chief Financial Officer. She formed part of the Boards of Directors of different companies under the TPI Group. In the Hibu Group (formerly, Yell), she held different managerial positions, such as CEO of Yell for business in Spain and Latin America for 7 years, and as Global General Director of Business Strategy and Development, as well as member of its Global Steering Committee, participating in the development of the |
| company's digitalisation strategy. | |
|---|---|
| She was administrator of Cape Harbor Advisors, Renovalia Energy Group, Euskaltel, Eutelsat (France), Technicolor (France) and Globalvía; and a member of the advisory board of DLA Piper (United Kingdom). |
|
| Mr César Cernuda Rego | He holds a Degree in Business Administration and Marketing from the ESIC University, Business & Marketing School, Madrid. Furthermore, he participated in the Managerial Development Programme (PDD) at the IESE Business School in Madrid, as well as in the Executive Leadership programme at Harvard University, Massachusetts. In 2022 he completed the University of Oxford Saïd Business School's Leading Sustainable Corporations Programme. |
| He started his professional career in the banking sector at Banco 21 (Banco Gallego) and subsequently worked at Software AG. For 23 years, he has led Microsoft in a variety of international leadership positions, including General Manager of Microsoft Dynamics Europe, Middle East and Africa, Worldwide Vice President of Microsoft Dynamics, President of Microsoft Asia Pacific, and Corporate Vice President of Microsoft. |
|
| Since July 2020, he has been Worldwide President of NetApp, Inc. He is also a member of the Advisory Board of the McDonough School of Business at Georgetown University and of the International Advisory Board of the IESE Business School, University of Navarra. |
|
| Ms Concepción Rivero Bermejo | She holds a degree in Economics and Business Administration from the Autonomous University of Madrid. She also studied an Advance Management Program at IESE, Madrid, and an Executive Program at Singularity University in California. |
| She began her professional career in Telyco (a subsidiary of Telefónica) as Product Marketing Director. Afterwards, she was Marketing Director in Amena (currently, Orange) and in Xfera (currently, Yoigo). She then worked in Nokia as CEO for the Iberia business and Senior Vice-Chairwoman of the Telefónica global business for Nokia for 7 years, while being a member of the company's Global Brand Council. Subsequently, she was Global Director in Telefónica of the Mobile Devices business unit and then Global Marketing Director. Her last position in Telefónica was deputy member of the General Global Management at the Digital and Commercial Unit. She was then Senior Advisor at Ericcson and Chairwoman of the International Women Forum. |
|
| She is currently an independent director of Cellnex Telecom and Chairwoman of its Nomination, Compensation and Sustainability Committee, a member of the Advisory Council of Mutualidad de la Abogacía and Non-Executive Chairwoman of Pentacom (Onivia) and its Nomination and Compensation Committee. Additionally, she belongs to the Council of the Spanish Association of Directors (AED) and is Co-Chairman of the Women Corporate Director Spain. |
|
| Ms Loreto Ordóñez Solís | She holds a degree in Mine Engineering from the University of Oviedo, Spain, a Master's Degree in Combustion and Energy from the University of Leeds, England, and an MBA from IESE, Spain. |
| She has an important professional track records with almost 25 years of experience in the energy sector. She is currently the CEO of ENGIE Group (formerly, GDF Suez) in Spain, a position from which she is leading the energy transformation process focusing on decarbonisation, energy efficiency and innovation. |
| She started her professional career in the Research & Development area of |
|---|
| the European Commission - DGXII and then started working for ENUSA |
| (Uranium National Enterprise) and, afterwards, in Enagás. In London, she |
| was the Business Development Director for the Energy Wholesale Operation |
| in 2000. Subsequently, in 2002, she started working for ENGIE Group as |
| Operations Director for Electrabel España in Belgium. In 2009 she was |
| appointed Energy Strategy and Management Vice-Chairwoman in GDF Suez |
| Energy Western Europe, Paris, and since 2011 she has been the CEO of |
| ENGIE Group in Spain. |
| She is currently a director of EXOLUM and other ENGIE Group companies. |
| She is also French Foreign Trade Director, Dialogue Chair of the Spain |
| France Friendship Association, Vice-Chairwoman of the Belgium |
| Luxembourg Chamber of Commerce in Spain, a member of the Board of |
| Directors of Círculo de Empresarios (Businesspersons Association) and of the |
| Spanish Business Council for Sustainable Development (Forética), and a |
| member of the Executive Board of the French Chamber of Commerce in |
| Spain. |
| 53.85% |
|---|
Observations
State whether or not any director classified as independent receives from the company or its group any amount or benefit for items other than director remuneration, or maintains or has maintained during the last financial year a business relationship with the company or with any company of its group, whether in the director's own name or as a significant shareholder, director or senior officer of an entity that maintains or has maintained such relationship.
If applicable, include a reasoned statement of the director regarding the reasons for which it is believed that such director can carry out the duties thereof as an independent director.
| Individual or company name of director |
Description of the relationship |
Reasoned statement | |
|---|---|---|---|
Not applicable.
Identify the other external directors and describe the reasons why they cannot be considered proprietary or independent directors as well as their ties, whether with the company, its management or its shareholders:
| Individual or company name of director |
Reasons | Company, officer or shareholder with |
Profile |
|---|---|---|---|
| which the director has |
| ties | |||
|---|---|---|---|
| Mr Gonzalo Urquijo Fernández de Araoz |
He was a director of the Company for a continuous period of over 12 years. |
Gestamp Automoción, S.A. |
He holds a degree in Economics and Political Science from Yale University, Connecticut, and an MBA from Instituto de Empresa, Madrid. |
| He began his professional career in the banking sector, working in different positions for Citibank and Crédit Agricole. He later became Director and Chief Financial Officer of Corporación J M Aristrain and then Chief Financial Officer of Aceralia Corporación Siderúrgica's investees. He held different positions as member of the General Management in ArcelorMittal Group in different areas, such as those referring to long products, stainless steel, distribution, emerging markets and CSR. He was then Strategy Director at ArcelorMittal chaired ArcelorMittal Spain. He was the Executive |
|||
| Chairman of Abengoa. He is Talgo's current CEO. She is also a member of the Board of Directors of Ferrovial, the Chairman of Hesperia Foundation and a member of the Board of Trustees of Princess of Asturias Foundation. Formerly he was a member of the Board of Directors of Fertiberia, Holding Gonvarri and different ArcelorMittal Group companies, as well as in the following listed companies: Abengoa, Aceralia, APERAM, Atlantica Yield and Vocento. |
| Total number of other external directors |
1 |
|---|---|
| Total % of the board | 7.69% |
State the changes, if any, in the class of each director during the period:
| Individual or company name of | Date of | Former | Current |
|---|---|---|---|
| director | change | class | class |
| Mr Francisco López Peña | 31/12/2023 | Executive | Proprietary |
On 31 December 2023, the service agreement in place between Director Mr Francisco López Peña and the Company expired, so that said Director no longer holds "executive" capacity, classified instead as a "proprietary" Director as of said date, insofar as Mr. Francisco López Peña is a senior executive and director of companies related to Grupo Acek.
C.1.4 Complete the following table with information regarding the number of female directors for the last 4 financial years, as well as the status of such directors:
| Year t | Year t-1 | Year t-2 | |||||
|---|---|---|---|---|---|---|---|
| Year t-3 | Year t | Year t-1 | Year t-2 | Year t-3 | |||
| 0 Executive |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 1 Proprietary |
1 | 1 | 0 | 33.33 | 33.33 | 33.33 | 0 |
| 3 Independent |
3 | 3 | 2 | 42.86 | 42.86 | 42.86 | 33.33 |
| Other external 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 4 Total: |
4 | 2 | 2 | 30.77 | 30.77 | 30.77 | 16.66 |
C.1.5 State whether the company has diversity policies in relation to the company's board of directors with regard to issues such as age, gender, disability, or professional training and experience. Small and medium-sized entities, according to the definition contained in the Auditing Act, shall report, as a minimum, on the policy they have established regarding gender diversity.
If so, describe these diversity policies, their objectives, the measures and how they have been implemented and their results for the year. Also state the specific measures adopted by the Board of Directors and the Nomination and Compensation Committee to achieve a balanced and diverse presence of directors.
If the company does not implement a diversity policy, explain why not.
Description of the policies, objectives, measures and the way in which they have been implemented, as well as the results obtained
The Board of Directors' Diversity and Selection Policy approved by the Board of Directors of the Company on 14 December 2017, at the proposal of the Nomination and Compensation Committee, and amended on 26 July 2022, defines the procedures and mechanisms for the selection of Directors in order to ensure an appropriate and diverse composition of the Board of Directors of the Company at all times. This policy sets out the underlying principles that are to govern it, which include the following:
In pursuit of this principle of diversity, and of gender diversity in particular, the Board of Directors' Diversity and Selection Policy establishes that, given the equality of knowledge, skills and experience of the candidates, the Board of Directors shall endeavor to co-opt or propose the appointment to the General Shareholders' Meeting of a candidate belonging to the least represented gender. In this regard, the aforementioned Policy also establishes the Board's duty to ensure that the Company's diversity measures encourage a significant number of women in senior management positions within the Company, in accordance with the provisions of Recommendation 14 of the Good Governance Code of Listed Companies.
The Board of Directors' Knowledge, Skills, Diversity and Experience Guide sets out the knowledge, skills, diversity and experience that the Board of Directors as a whole must possess such that it serves as a reference and support tool for the Board of Directors' Selection Policy. This guide, approved on 14 December 2017 by the Board of Directors at the proposal of the Nomination and Compensation Committee, develops the aforementioned principles and establishes that, for the purposes of selecting candidates and re-electing Directors, and in the face of equal knowledge and experience, diversity is to be encouraged, thus preventing discrimination on grounds of gender, age, culture, religion and race, and that the composition of the Board of Directors is to be in accordance with the demographic reality of the markets in which the Company operates.
On the other hand, in accordance with Article 41. 1. (b) of the Regulations of the Board of Directors, the Nomination and Compensation Committee verified compliance with the aforementioned Board of Directors Selection and Diversity Policy at its meeting on 18 December 2023. Given that there have been no vacancies on the Board of Directors in 2023, the verification of compliance with this Policy has focused on ensuring that the Board of Directors had an appropriate and diverse composition during the year.
C.1.6 Explain any measures, if appropriate, approved by the Nomination Committee in order for selection procedures to be free of any implied bias that hinders the selection of female directors, and in order for the company to deliberately search for women who meet the professional profile that is sought and include them among potential candidates in order to allow for a balanced presence of men and women. Also indicate if these measures include promoting a significant number of female high executives at the company:
As set out in section C.1.5., the Board of Directors' Selection and Diversity Policy states that equal treatment and diversity shall be inspirational principles for directors' selection processes. The policy establishes that the selection process of possible directors shall be based on an analysis of the duties and the skills required to adequately meet the diversity profile of the Board of Directors, among other profiles, based on that set out in the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors. Such guide contains the main criteria that were followed to design the composition of the current Board of Directors and that are to be followed when it comes to filling future vacancies.
Some of the stand-out principles include favouring the selection of candidates and the re-election of directors, who have the necessary knowledge and experience, favouring diversity and preventing discrimination on grounds of gender, among other reasons.
On July 26, 2022, the Appointments and Remuneration Committee proposed for approval by the Board of Directors, the introduction of certain amendments to the aforementioned Selection and Diversity Policy of the Board of Directors, and specifically, the inclusion of the duty of the Board of Directors to ensure that, in the event of equality of knowledge, skills and experience of the candidates, it shall endeavor to appoint by co-optation or propose the appointment to the General Shareholders' Meeting of a candidate belonging to the least represented gender. In this regard, the aforementioned Policy also includes the duty of the Board of Directors to ensure that the Company's diversity measures encourage a significant number of women in senior management positions within the Company, in accordance with the provisions of Recommendation 14 of the Good Governance Code of Listed Companies.
In this regard, as mentioned below as part of the assessment of the Board of Directors (section C.1.17), the action plan prepared by the Nomination and Compensation Committee and submitted for the approval of the Board of Directors at its first meeting in 2023 included certain recommendations to be carried out during the year, such as continuing to fulfil the diversity principle included in both the Diversity and Selection Policy and the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors.
In addition, among the measures adopted to encourage the Company to have a significant number of female executives, since 2018 the Company has participated in the Promociona executive development programme, organised by the ESADE business school together with the CEOE, in which female employees of the Group with executive potential participate on an annual basis.
If there are few or no female directors despite any measures adopted, if applicable, describe the reasons why:
Explanation of reasons
C.1.7 Explain the conclusions of the Nomination Committee regarding verification of compliance with the Board of Directors' appropriate structure policy.
In accordance with the provisions of Article 41. 1. (b) of the Regulations of the Board of Directors, the Nomination and Compensation Committee, at its meeting held on 18 December 2023, verified compliance with the Selection and Diversity Policy of the Board of Directors during financial year 2023. In this regard, since there were no vacancies on the Board of Directors during the year, the verification of compliance has focused on ensuring that the Board of Directors had an appropriate and diverse composition during the year.
C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed at the proposal of shareholders whose shareholding interest is less than 3% of share capital:
| Individual or company name of shareholder |
Reason |
|---|---|
State if there has been no answer to formal petitions for presence on the board received from shareholders whose shareholding interest is equal to or greater than that of others at whose proposal proprietary directors have been appointed. If so, describe the reasons why such petitions have not been answered:
| No ☒ | |
|---|---|
| Individual or company name of shareholder |
Explanation |
|---|---|
C.1.9 Indicate, if any, the powers and delegations granted by the Board of Directors, including those related to the possibility of issuing or repurchasing shares, to directors or Board committees:
| Individual or company name of director or committee |
Brief description |
|---|---|
| Mr Francisco José Riberas Mera | In a meeting held on 7 May 2021, the |
| Board of Directors of the Company | |
| appointed Mr. Francisco José |
|
| Riberas Mera as CEO bearing the | |
| title of Executive Chairman, |
|
| delegating to him all the powers | |
| inherent to the Board of Directors, | |
| including executive powers, except | |
| for those that could not be delegated | |
| by law or under the articles of | |
| association. |
C.1.10 Identify, where applicable, the members of the board who hold the position of directors, representatives of directors or executives in other companies that form part of the listed company's group:
| Individual or company name of | Name of entity within the group | Position | Does he/she |
|---|---|---|---|
| director | have executive duties? |
||
| Mr Francisco José Riberas Mera | Adral Matricería y Puesta a Punto, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Autotech Engineering Deutschland GmbH | Joint and Several Director |
YES |
| Mr Francisco José Riberas Mera | Autotech Engineering R&D, UK Limited | Chairperson | YES |
| Mr Francisco José Riberas Mera | Autotech Engineering, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Autotech Engineering Spain, S.L. | Chairman/CEO | YES |
| Mr Francisco José Riberas Mera | Autotech Engineering France, S.A.S. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Tooling Erandio, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Beyçelik Gestamp Otomotiv Sanayi A.S. | Vice-Chairman | YES |
| Mr Francisco José Riberas Mera | Diede Die Development, S.L. | Representative | YES |
| (natural person) | |||
| of Sole Director | |||
| (legal person). | |||
| Mr Francisco José Riberas Mera | Edscha Automotive Components (Kunshan) Co., Ltd. |
Chairperson | YES |
| Mr Francisco José Riberas Mera | Edscha Automotive Hauzenberg, GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Edscha Automotive Hengersberg, GmbH | Joint and Several Director |
YES |
| Mr Francisco José Riberas Mera | Edscha Automotive Italia, S.R.L. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Edscha Automotive Kamenice, S.R.O. | Joint and Several Director |
YES |
| Mr Francisco José Riberas Mera | Edscha Automotive Michigan, INC. | Sole Director | YES |
| Mr Francisco José Riberas Mera | Edscha Automotive SLP, S.A.P.I. DE C.V. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Edscha Automotive SLP Servicios Laborales, S.A.P.I. DE C.V. |
Chairperson | NO |
| Mr Francisco José Riberas Mera | Edscha North America Technologies, LLC | Sole Director | YES |
| Mr Francisco José Riberas Mera | Edscha Briey, S.A.S. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Edscha Burgos, S.A. | Representative | YES |
|---|---|---|---|
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Edscha Engineering France, S.A.S. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Edscha Engineering, GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Edscha Hauzenberg Real Estate, GmbH & Co. | Representative | YES |
| KG | (natural person) | ||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Edscha Hengersberg Real Estate, GmbH & | Representative | YES |
| Co. KG | (natural person) | ||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Edscha Holding, GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Edscha Hradec, S.R.O. | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Edscha Kunststofftechnik, GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Edscha Santander, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Edscha Velky Meder, S.R.O. | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Gestamp 2008, S.L. | Chairman/CEO | YES |
| Mr Francisco José Riberas Mera | Almussafes Mantenimiento de Troqueles, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Palau, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Automotive India, Private Limited | Board Member | YES |
| Mr Francisco José Riberas Mera | Gestamp Holding Mexico, S.L. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Holding Argentina, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Autocomponents Dongguan, Co. Ltd.Chairperson | YES | |
| Mr Francisco José Riberas Mera | Gestamp Autocomponents Kunshan, Co. Ltd. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Abrera, S.A. | Representative | YES |
| (natural person) | |||
|---|---|---|---|
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Aguascalientes, S.A. de C.V. | Chairman/CEO | YES |
| Mr Francisco José Riberas Mera | Gestamp Alabama, LLC | Sole director | YES |
| Mr Francisco José Riberas Mera | Gestamp Aragón, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Aveiro-Industria e acessorios de Automoveis, S.A. |
Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Bizkaia, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Cartera de Mexico, S.A. de C.V. | Chairman/CEO | YES |
| Mr Francisco José Riberas Mera | Gestamp Cerveira, Lda. | Board Member | YES |
| Mr Francisco José Riberas Mera | Gestamp Chattanooga, LLC | Sole director | YES |
| Mr Francisco José Riberas Mera | Gestamp Esmar, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Estarreja, Lda. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Global Tooling, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Griwe Haynrode, GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Gestamp Griwe Westerburg, GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Gestamp Wolfsburg GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco José Riberas Mera | Gestamp Hardtech, A.B. | Board Member | YES |
| Mr Francisco José Riberas Mera | Gestamp Holding China, A.B. | Board Member | NO |
| Mr Francisco José Riberas Mera | Gestamp Holding Rusia, S.L. | Chairperson | NO |
| Mr Francisco José Riberas Mera | Gestamp Hungária Kft | CEO | YES |
| Mr Francisco José Riberas Mera | Gestamp Ingeniería Europa Sur, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Kartek Corp. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Levante, S.A. | Representative (natural person) |
YES |
|---|---|---|---|
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Linares, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Louny S.R.O. | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Manufacturing Autochasis, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Mason, LLC | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Metalbages, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Mexicana de Servicios Laborales, S.A. de C.V. |
Chairperson | NO |
| Mr Francisco José Riberas Mera | Gestamp Mexicana de Servicios Laborales II, S.A. de C.V. |
Chairperson | NO |
| Mr Francisco José Riberas Mera | Gestamp Navarra, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp North America, Inc. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp North Europe Services, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Noury S.A.S. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Palencia, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Polska Sp. Z. O. O. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Puebla II, S.A. de C.V. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Puebla S.A. de C.V. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Ronchamp, S.A.S. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Services India Private Limited | CEO/Chairperso n |
YES |
| Mr Francisco José Riberas Mera | Gestamp Servicios, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Solblank Barcelona, S.A. | Representative | YES |
| (natural person) | |||
|---|---|---|---|
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp South Carolina, LLC | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Automotive Chennai Private LimitedChairperson | YES | |
| Mr Francisco José Riberas Mera | Gestamp Sweden, A.B. | Board Member | YES |
| Mr Francisco José Riberas Mera | Gestamp Tech, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Toledo, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Toluca S.A. de C.V. | Chairman/CEO | YES |
| Mr Francisco José Riberas Mera | Gestamp Tool Hardening, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp Vendas Novas Unipessoal, Lda. | Board Member | YES |
| Mr Francisco José Riberas Mera | Gestamp Vigo, S.A. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Gestamp West Virginia, LLC | Sole Director | YES |
| Mr Francisco José Riberas Mera | Automotive Chassis Products UK Limited | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Metal Forming (Wuhan) Ltd. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Prisma, S.A.S. | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Tallent Limited | CEO/Chairperso n |
YES |
| Mr Francisco José Riberas Mera | Beyçelik Gestamp Şasi Otomotiv Sanayi A.S. | Vice-Chairman | NO |
| Mr Francisco José Riberas Mera | Gestamp Wroclaw Sp. Z.O.O. | Sole Director | YES |
| Mr Francisco José Riberas Mera | Sofedit S.A.S. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Ingeniería Global Metalbages, S.A.U. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Loire, S.A.F.E. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) | |||
| Mr Francisco José Riberas Mera | Çelik Form Gestamp Otomotiv, A.S. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Beyçelik Gestamp Teknoloji Sanayi A.S. | Board Member | YES |
| Mr Francisco José Riberas Mera | Automated Joining Solutions, S.L. | Representative | YES |
| (natural person) | |||
| of sole director | |||
| (legal person) |
| Mr Francisco José Riberas Mera | Société Civile Inmobilière de Tournan | Representative (natural person) of sole director (legal person) |
YES |
|---|---|---|---|
| Mr Francisco José Riberas Mera | Gestamp Pune Automotive Private Limited | Chairperson | YES |
| Mr Francisco José Riberas Mera | Todlem, S.L. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Mursolar 21, S.L. | Chairperson | NO |
| Mr Francisco José Riberas Mera | Gestamp 2017, S.L.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr Francisco José Riberas Mera | Gestamp Technology Institute, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr Francisco José Riberas Mera | Gestamp Tooling Engineering Deutschland GmbH |
Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Umformtechnik GmbH | Joint and Several Director |
YES |
| Mr Francisco José Riberas Mera | Gestamp Chattanooga II, LLC | Sole Director | YES |
| Mr Francisco José Riberas Mera | Autotech Engineering R&D USA, Inc. | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Auto Components (Wuhan) Co., Ltd. Chairperson | YES | |
| Mr Francisco José Riberas Mera | Gestamp Auto Components (Chongqing) Co., Ltd. |
Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Auto Components (Shenyang) Co., Ltd. |
Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Nitra, S.R.O. | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp San Luis Potosí, S.A.P.I. de C.V. | Chairman/CEO | YES |
| Mr Francisco José Riberas Mera | Gestamp Washtenaw, LLC | Sole Director | YES |
| Mr Francisco José Riberas Mera | Autotech Engineering (Shanghai) Co., Ltd. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Hot Stamping Japan Co., Ltd. | Legal representative |
YES |
| Mr Francisco José Riberas Mera | Gestamp (China) Holding Co., Ltd. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Gestamp Autotech Japan K.K. | Board Member | YES |
| Mr Francisco José Riberas Mera | Gestamp Proyectos Automoción 1, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr Francisco José Riberas Mera | Gestamp Proyectos Automoción 2, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr Francisco José Riberas Mera | Gestamp Proyectos Automoción 3, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr Francisco José Riberas Mera | Sideacero, S.L. | Natural person representative of |
NO |
| director | |||
|---|---|---|---|
| Mr Francisco José Riberas Mera | Recuperaciones Medioambientales Industriales, S.L. |
Natural person representative of |
NO |
| Mr Francisco José Riberas Mera | Gescrap, S.L. | Board Member Natural person representative of director |
NO |
| Mr Francisco José Riberas Mera | Reparaciones Industriales Zaldibar, S.L. | Representative (natural person) of sole director |
YES |
| Mr Francisco José Riberas Mera | Smart Industry Consulting and Technologies, S.L. |
(legal person) Chairman/ CEO |
YES |
| Mr Francisco José Riberas Mera | Gestión Global de Matricería, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr Francisco José Riberas Mera | Ingeniería y Construcción de Matrices, S.A.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr Francisco José Riberas Mera | IxCxT, S.A.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr Francisco José Riberas Mera | Loire USA Inc. | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Stanton, LLC | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Saint Clair, LLC | Sole Director | YES |
| Mr Francisco José Riberas Mera | Gestamp Holding Hamilton, Inc. | Sole Director | YES |
| Mr Francisco José Riberas Mera | Tuyauto Gestamp Morocco, S.A. | Chairperson | YES |
| Mr Francisco José Riberas Mera | Edscha Mechatronics Solutions, GmbH | Joint and Several Director |
YES |
| Mr Francisco López Peña | Autotech Engineering Spain, S.L. | Secretary | NO |
| Mr Francisco López Peña | Autotech Engineering France, S.A.S. | Board Member | NO |
| Mr Francisco López Peña | Beyçelik Gestamp Otomotiv Sanayi A.S. | Board Member | YES |
| Mr Francisco López Peña | Edscha Automotive Hauzenberg, GmbH | Joint and Several Director |
YES |
| Mr Francisco López Peña | Edscha Automotive Hengersberg, GmbH | Joint and Several Director |
YES |
| Mr Francisco López Peña | Edscha Automotive Italia, S.R.L. | Board Member | NO |
| Mr Francisco López Peña | Edscha Automotive Kamenice, S.R.O. | Joint and Several Director |
YES |
| Mr Francisco López Peña | Edscha Engineering, GmbH | Joint and Several Director |
YES |
| Mr Francisco López Peña | Edscha Hauzenberg Real Estate, GmbH & Co KG |
Representative (natural person) |
YES |
| of sole director | |||
|---|---|---|---|
| (legal person) | |||
| Mr Francisco López Peña | Edscha Hengersberg Real Estate, GmbH & Co | Representative | YES |
| KG | (natural person) | ||
| of sole director | |||
| (legal person) | |||
| Mr Francisco López Peña | Edscha Holding, GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco López Peña | Edscha Hradec, S.R.O. | Joint and | YES |
| Several Director | |||
| Mr Francisco López Peña | Edscha Kunststofftechnik, GmbH | Joint and | YES |
| Several Director | |||
| Mr Francisco López Peña | Edscha Velky Meder, S.R.O. | Joint and | YES |
| Several Director | |||
| Mr Francisco López Peña | Gestamp 2008, S.L. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Autotech Japan K.K. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Automotive India, Private Limited | Board Member | NO |
| Mr Francisco López Peña | Gestamp Holding Mexico, S.L. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Autocomponents Dongguan, Co. Ltd.Board Member | NO | |
| Mr Francisco López Peña | Gestamp Autocomponents Kunshan, Co. Ltd. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Auto Components (Shenyang) Co., | Board Member | NO |
| Ltd. | |||
| Mr Francisco López Peña | Gestamp Auto Components (Tianjin) Co., Ltd. Vice-Chairman | NO | |
| Mr Francisco López Peña | Gestamp Auto Components Sales (Tianjin) Co. | Chairperson | YES |
| Ltd. | |||
| Mr Francisco López Peña | Gestamp Auto Components (Beijing) Co. | Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp Aguascalientes, S.A. de C.V. | Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp Aveiro-Industria E Acessorios de | Board Member | NO |
| Automoveis, S.A. | |||
| Mr Francisco López Peña | Gestamp Cartera de Mexico, S.A. de C.V. | Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp Cerveira, Lda. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Estarreja, Lda. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Holding China, A.B. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Holding Rusia, S.L. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Kartek Corp. | Board Member | NO |
|---|---|---|---|
| Mr Francisco López Peña | Gestamp Mexicana de Servicios Laborales, S.A. de C.V. |
Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp Beyçelik Romania SRL | Board Member | NO |
| Mr Francisco López Peña | Çelik Form Gestamp Otomotiv Sanayi, A.S. | Board Member | YES |
| Mr Francisco López Peña | Beyçelik Gestamp Teknoloji Sanayi A.Ş. | Board Member | YES |
| Mr Francisco López Peña | Gestamp Mexicana de Servicios Laborales II, S.A. de C.V. |
Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp North America, Inc. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Noury S.A.S. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Puebla II, S.A. de C.V. | Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp Puebla S.A. de C.V. | Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp Ronchamp, S.A.S. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Automotive Chennai Private LimitedBoard Member | NO | |
| Mr Francisco López Peña | Gestamp Toluca S.A. de C.V. | Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp Vendas Novas Unipessoal, Lda. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Metal Forming (Wuhan) Ltd. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Tallent Limited | Board Member | YES |
| Mr Francisco López Peña | Sofedit S.A.S. | Board Member | NO |
| Mr Francisco López Peña | GMF Holding GmbH | Joint and Several Director |
YES |
| Mr Francisco López Peña | Beyçelik Gestamp Şasi Otomotiv Sanayi A.S. | Board Member | YES |
| Mr Francisco López Peña | Gestamp Pune Automotive, Private Limited | Board Member | NO |
| Mr Francisco López Peña | Todlem, S.L. | Board Member | NO |
| Mr Francisco López Peña | Mursolar 21, S.L. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Auto Components (Wuhan) Co., Ltd. Board Member | NO | |
| Mr Francisco López Peña | Gestamp Auto Components (Chongqing) Co., Ltd. |
Board Member | NO |
| Mr Francisco López Peña | Gestamp San Luis Potosí, S.A.P.I. de C.V. | Vice-Chairman | NO |
| Mr Francisco López Peña | Gestamp Hot Stamping Japan Co., Ltd. | Board Member | NO |
|---|---|---|---|
| Mr Francisco López Peña | Gestamp (China) Holding Co., Ltd. | Board Member | NO |
| Mr Francisco López Peña | Etem Gestamp Aluminium Extrusion, S.A. | Board Member | NO |
| Mr Francisco López Peña | Gestamp Etem Automotive Bulgaria, S.A. | Board Member | NO |
| Mr Francisco López Peña | Gestamp New Energy Vehicle Components (Beijing) Co., Ltd. |
Vice-Chairman | NO |
| Mr Francisco López Peña | Changchun Xuyang Gestamp Auto Components Co., Ltd. |
Board Member | NO |
| Mr Juan María Riberas Mera | Beyçelik Gestamp Otomotiv Sanayi A.S. | Board Member | YES |
| Mr Juan María Riberas Mera | Gestamp Holding Mexico, S.L. | Board Member | NO |
| Mr Juan María Riberas Mera | Gestamp Holding Rusia, S.L. | Board Member | NO |
| Mr Juan María Riberas Mera | Gestamp North America, Inc. | Board Member | NO |
| Mr Juan María Riberas Mera | Todlem, S.L. | Secretary | NO |
| Mr Juan María Riberas Mera | Sideacero, S.L. | Natural person representative of director |
NO |
| Mr Juan María Riberas Mera | Recuperaciones Medioambientales Industriales, S.L. (Reimasa) |
Natural person representative of Board Member |
NO |
| Mr Juan María Riberas Mera | Gescrap, S.L. | Natural person representative of director |
NO |
C.1.11 Identify the positions as directors, managers or executives, or representatives thereof, held by the directors or representatives of directors who are members of the company's board in other entities, regardless of whether they are listed companies:
| Identification of director or representative |
Name of listed or unlisted company |
Position |
|---|---|---|
| Mr Francisco José Riberas Mera | Telefónica, S.A. | Board Member |
| CIE Automotive, S.A. | Board Member | |
| Acek Desarrollo y Gestión Industrial, S.L. |
Joint Director | |
| Holding Gonvarri, S.L. | Director and secretary |
|
| Gonvarri Group companies Board Member | ||
| Acek Energías Renovables, S.L. |
Joint and several director (representative) |
|
| Acek Energías Renovables Group companies |
Board Member |
| Inmobiliaria Acek, S.L. | Joint and Several Director |
|
|---|---|---|
| Inmobiliaria Acek Group companies |
Board Member | |
| Gestamp 2020, S.L. | Board Member | |
| Other investees of Acek, | ||
| Desarrollo y Gestión | Board Member | |
| Industrial, S.L. Orilla Asset Management, |
Sole Director | |
| S.L. Q-Energy Tenencia y Gestión III, SCR, S.A. |
Board Member | |
| (GAM) Agrícola La Veguilla, S.A. Board Member |
||
| Casas de Hualdo, S.L. | Secretary and Director |
|
| Wallbox N.V. | Board Member | |
| Other investees of Orilla Asset Management |
Sole Administrator or Director |
|
| Spain-China Council | Representative | |
| Foundation | of the Chairman | |
| Spanish Association of | ||
| Automotive Suppliers | Chairperson | |
| (Sernauto) | ||
| Endeavor Foundation | Representative of the Trustee |
|
| Spain-US Council | Representative | |
| Foundation | of the Trustee | |
| Mr Juan María Riberas Mera | CIE Automotive, S.A. | Board Member |
| Global Dominion Access, S.A. |
Board Member | |
| Acek Desarrollo y Gestión Industrial, S.L. |
Joint Director | |
| Holding Gonvarri, S.L. | Board Member | |
| Gonvarri Group companies Board Member | ||
| Joint and | ||
| Acek Energías Renovables, | several director | |
| S.L. | (representative) | |
| Acek Energías Renovables Group companies |
Board Member | |
| Inmobiliaria Acek, S.L. | Joint and Several Director |
|
| Inmobiliaria Acek Group companies |
Board Member | |
| Gestamp 2020, S.L. | Board Member | |
| Other investees of Acek, | ||
| Desarrollo y Gestión | Board Member | |
| Industrial, S.L. | ||
| Ion Ion, S.L. | Sole Director | |
| Glenbrock Investments, | ||
| S.L. and its Group companies |
Sole Director Board Member |
| Gold Iberia Capital, S.L. | Board Member | |
|---|---|---|
| and its Group companies | ||
| Agrícola la Veguilla S.A. | Board Member | |
| Casas de Hualdo, S.L. | Board Member | |
| Ribor Agrícola S.L. | Sole Director | |
| Orbaste, S.L. and its Group companies |
Joint Director | |
| Jose & Jon Investments, | Joint and | |
| S.L. | Several Director | |
| Q-Energy Private Equity, | ||
| SGEIC, S.A. and managed | Board Member | |
| VCC | ||
| Q-Impact Investment Management, S.G.E.I.C., S.A. |
Board Member | |
| Q-Living Asset Management, S.G.E.I.C., |
Board Member | |
| S.A. TMH – Tmond Holding, |
Board Member | |
| S.A. Other investees of Ion Trond, S.L. |
Board Member | |
| John XXIII Foundation | Member of the Board of Trustees |
|
| Kauibu Foundation | Member of the Board of Trustees |
|
| Mr Francisco López Peña | Gestamp 2020, S.L. | Board Member |
| General del Alquiler de | Board Member | |
| Maquinaria, S.A. | ||
| Cooltra Matriz, S.L. | Board Member | |
| TMH – Tmond Holding, S.A. |
Board Member | |
| Ms Chisato Eiki | Gestamp 2020, S.L. | Director |
| Mitsui Bussan Forest Co., Ltd. |
Director | |
| Mr Norimichi Hatayama | Gestamp 2020, S.L. | Board Member |
| Mi-King s.r.o. | Board Member | |
| Euro-Mit Staal, B.V. | Board Member | |
| Mr Gonzalo Urquijo Fernández de Araoz |
Talgo, S.A. | CEO |
| Ferrovial, S.A. | Board Member | |
| Hesperia Foundation | Chairperson | |
| Princess of Asturias Foundation |
Member of the Board of |
| Trustees | ||
|---|---|---|
| Ms Concepción Rivero Bermejo | ||
| Cellnex Telecom, S.A. | Director | |
| Pentacom, S.A. | Non-executive Chair |
|
| Spanish Association of Executives |
Director | |
| Women Corporate Director Spain |
Co-chair | |
| Mr Alberto Rodríguez-Fraile Díaz |
Asesores y Gestores Financieros, S.A. |
Chairperson |
| A&G Banca Privada, | Member of the | |
| S.A.U. Group companies | management body |
|
| Cervezas Gran Vía, S.L. | Board Member | |
| Mr Javier Rodríguez Pellitero | AEB (Spanish Banking | General |
| Association) | Secretary | |
| AEB Foundation | Trustee | |
| Mr. Pedro Sainz de Baranda | Naturgy Energy Group, S.A. |
Board Member |
| Acerinox, S.A. | Board Member | |
| TK Elevator GmbH | Board Member | |
| Pedro Duro, S.L. | Sole Director | |
| Sainberg Investments, S.L. Board Member | ||
| Internacional Olivarera, | Chairman of the | |
| S.A. | Board | |
| Scalpers Fashion, S.L. | Board Member | |
| Inversores de Tornón, S.L. Joint and | ||
| Several Director | ||
| Member of the | ||
| Princess of Asturias | Board of | |
| Foundation | Trustees | |
| Member of the | ||
| Nebrija University | Board of | |
| Trustees | ||
| Ms Ana García Fau | Merlin Properties Socimi, S.A. |
Director |
| Cellnex Telecom, S.A. | Director | |
| JDE Peet's NV | Director | |
| Finerge, S.A. | Chairman of the Board |
|
| Ms Loreto Ordóñez Solís | Engie España, S.L.U. | CEO |
| Representative | ||
| Compañía Logística de Hidrocarburos CLH, S.A. |
of legal entity director |
|
| Electro Metalúrgica del Ebro, S.L. |
Natural person proxy of sole director |
|
| IPM Eagle Desarrollos España, S.L. |
Natural person proxy of sole director |
| PSFV Palma del Río, S.L. Director | |
|---|---|
| Itamar Solar, S.L.U. | Joint and |
| several director | |
| Benilde Solar, S.L.U. | Joint and |
| several director | |
| Morata Energía, S.L.U. | Director |
| Martina Sostenible, S.L.U. Joint and | |
| several director | |
| Marcela Solar, S.L.U. | Joint and |
| several director | |
| Meridion Psfv, S.L.U. | Joint and |
| several director | |
| Ener Alfa, S.L.U. | Joint and several director |
| Ener Beta, S.L.U. | Joint and |
| several director | |
| Ener Delta, S.L.U. | Joint and |
| several director | |
| Ener Epsilon, S.L.U. | Joint and |
| several director | |
| Ener Gamma, S.L.U. | Joint and |
| several director | |
| Engie España Renovables, | Director |
| S.L.U. | |
| Ordesa Servicios | Director |
| Empresariales, S.L. | |
| Eolia Renovables de | Director |
| Inversiones, S.A. | |
| Parque Solar Energy 02, | Joint and |
| S.L.U. | several director |
| Parque Solar Energy Node | Joint and |
| 03, S.L.U. | several director |
| Parque Solar Energy Node | Joint and |
| 04, S.L.U. | several director |
| Parque Solar Energy Node 05, S.L.U. |
Joint and several director |
| Parque Solar Energy Node | Joint and |
| 06, S.L.U. | |
| Clean Renovables de | several director |
| Elektra, S.L. | Director |
| Belgium-Luxembourg | |
| Chamber of Commerce in | Vice-Chair |
| Spain | |
| French Foreign Trade | Director |
| Círculo de Empresarios | |
| (Businesspersons | Director |
| Association) | |
| Spanish Business Council | |
| for Sustainable | Director |
| Development (Forética) | |
| Observations | |||
|---|---|---|---|
| Mr. Francisco Riberas Mera earns remuneration for his positions in Telefónica, S.A., | |||
| Orilla Asset Management, S.L. and Wallbox N.V. | |||
| Mr. Juan María Riberas Mera earns remuneration for his positions in Global Dominion | |||
| Access, S.A., Agrícola la Veguilla, S.A. and Ion Ion, S.L. | |||
| Mr. Francisco López Peña earns remuneration for his position in General del Alquiler | |||
| de Maquinaria, S.A. | |||
| Mr. Gonzalo Urquijo Fernández de Araoz earns remuneration for his positions in | |||
| Ferrovial, S.A. and Talgo, S.A. | |||
| Ms Concepción Rivero Bermejo earns remuneration for her positions in Cellnex | |||
| Telecom, S.A., Mutualidad de la Abogacía and Pentacom, S.A. | |||
| Mr. Alberto Rodríguez-Fraile Díaz earns remuneration for his position in Asesores y | |||
| Gestores Financieros, S.A. | |||
| Mr. Javier Rodríguez Pellitero earns remuneration for his position at the Spanish | |||
| Banking Association. | |||
| Mr. Pedro Sainz de Baranda earns remuneration for his positions in Naturgy Energy | |||
| Group, S.A., Acerinox S.A. and TK Elevator GmbH. | |||
| Ms Ana García Fau receives remuneration for her positions at Merlin Properties | |||
| Socimi, S.A., Cellnex Telecom, S.A., JDE Peet's NV, and Finerge, S.A. | |||
| Ms Loreto Ordóñez Solís earns remuneration for her positions in Compañía Logística | |||
| de Hidrocarburos CLH, S.A. and Engie España, S.L.U. |
Indicate, as applicable, the other paid activities of directors or directors' representatives, regardless of their nature, other than those mentioned in the previous chart.
| Identification of director or representative |
Other paid activities |
|---|---|
| Ms Ana García Fau | Member of the advisory board of Pictet Wealth Management in Spain, Fremman and Mutualidad de la Abogacía. She is also an advisor to the board of directors of the Cosentino Group. |
| Mr Francisco López Peña | General Director of Orilla Asset Management, S.L. |
| Mr Javier Rodríguez Pellitero | Member of the advisory board of Engie España, S.L.U. |
| Mr César Cernuda Rego | Chairman (non-director) of NetApp, Inc. |
| Mr Pedro Sainz de Baranda Riva | Member of the advisory board of Banco Sabadell, S.A. |
| Observations | |
|---|---|
C.1.12 State and, where applicable explain, whether or not the company has established any rules regarding the maximum number of company boards on which its directors may sit, identifying, in turn, where it is regulated:
Yes ☒ No □
Pursuant to the provisions under Article 17 of the Regulations of the Company's Board of Directors, natural persons who represent a legal entity Director and natural persons or legal entities who hold the position of director of more than eight (8) companies, of which, at most, four (4) have their shares admitted to trade on national or foreign stock exchanges, may not be directors. For that purpose, positions held in assetholding companies shall be excluded from the count and companies belonging to the same group are to be considered as one company.
C.1.13 State the amounts of the following items relating to the overall remuneration of the Board of Directors:
| Remuneration accrued in the year by the board of directors | 5,716.99 |
|---|---|
| (thousands of euros) | |
| Amount of funds accumulated by current directors through long | 0 |
| term savings systems with consolidated economic rights (in | |
| thousands of euros) | |
| Amount of funds accumulated by current directors through long | 0 |
| term savings systems with non-consolidated economic rights (in | |
| thousands of euros) | |
| Amount of funds accumulated by former directors through long | |
| term savings systems (in thousands of euros) |
C.1.14 Identify the members of the company's senior management who are not executive directors and state the total remuneration accrued by them during the financial year:
| Individual or company name | Position/s: |
|---|---|
| Mr Manuel de la Flor Riberas | Managing Director of Human |
| Resources | |
| Mr David Vázquez Pascual | General Director of the Legal, Tax and |
| Corporate Governance Department | |
| Ms Patricia Riberas López | Director of Operational Excellence |
| Mr Ignacio Mosquera Vázquez | Chief Financial Officer |
| Mr Juan Miguel Barrenechea Izarzugaza | Chief Commercial Officer |
| Mr Javier Ignacio Imaz | Corporate Director of Purchasing and |
| Capex | |
| Mr. Fernando Macías Mendizábal | Director of Operations and of the |
| South Europe Division | |
| Mr Manuel López Grandela | Director of the Mercosur Division |
| Mr. Kevin Stobbs | Director of the Asia Division |
| Mr César Pontvianne de la Maza | General Manager of the Business |
| Mechanism Unite (Edscha) | |
|---|---|
| Mr Juan Carlos Peña Fernández | Director of Internal Audit and Risk Management |
| Number of women holding senior management positions | |
|---|---|
| Percentage of total number of senior management members 9,10% |
|
| Total senior management remuneration (in thousands of euros) | 17,712 |
| Observations | ||
|---|---|---|
| It is hereby noted that Mr. Kevin Stobbs resigned from his position as Director of the | ||
| Asia Division effective May 31, 2023. |
C.1.15 State whether or not the regulations of the board have been amended during the financial year:
| Description of amendments | ||
|---|---|---|
C.1.16 State the procedures for the selection, appointment, re-election and removal of directors. Describe the competent bodies, procedures to be followed and the criteria to be used in each procedure.
The Board of Directors' Selection and Diversity Policy aims to ensure an appropriate and diverse composition of the Board of Directors of the Company.
Prior to any selection process, the Nomination and Compensation Committee will come up with a competency matrix for the Board of Directors (the "Matrix"), which defines the aptitudes and expertise of the candidates, particularly those of the executives and independents. This will assist the Committee in defining the duties that should correspond to each position to be covered, as well as the skills, knowledge and expertise that are most suited to the Board of Directors. The Nomination and Compensation Committee must keep this Matrix up to date, bearing in mind the challenges and opportunities that the Company expects to encounter in the short, medium and long term.
Accordingly, the selection of candidates for Directors shall be based on a prior analysis of the functions and skills required to adequately complement the profile of knowledge, skills, diversity and experience of the Board of Directors, based on the needs defined in the Matrix and the Guideline on Knowledge, Skills, Diversity and Experience of the Board of Directors. The analysis will be undertaken by the Board of Directors, with advice from the Nomination and Compensation Committee.
The result of the prior analysis shall be set out in a supporting report by the Nomination and Compensation Committee, which shall serve as the basis for the preparation of the mandatory supporting report by the Board of Directors. Both explanatory reports shall be published when the General Meeting of Shareholders is convened at which the ratification, appointment or re-election of each Director is submitted.
Depending on the needs to be covered in relation to the Board of Directors detected in the aforementioned analysis, the Nomination and Compensation Committee shall define the minimum profile and capabilities that a candidate must meet in order to be considered in the selection process for appointment or re-election as a member of the Board of Directors.
In the case of appointment of Independent Directors, the Nomination and Compensation Committee shall ensure that, when engaging the services of external advisors, if any, they do not provide the Company with other significant services that could call into question their independence.
Otherwise, any Director may suggest names of potential candidates. Nevertheless, when candidates are presented for assessment by the Nomination and Compensation Committee by significant shareholders, Proprietary Directors or Executive Directors, the Nomination and Compensation Committee must err on the side of caution and gather as much information as it deems necessary to ensure that the candidate proposed does not have ties that could compromise their independence.
The Nomination and Compensation Committee, in accordance with the preliminary analysis carried out and the definition of the profile and capabilities of the potential candidates for Director positions, shall submit to the Board of Directors a proposal in relation to the appointment or re-election of Independent Directors together with the corresponding report justifying such proposal, and, with respect to the remaining categories of Directors, a report justifying the same.
The Board of Directors shall analyse the proposal and the supporting report submitted by the Nomination and Compensation Committee, for the purpose of appointing by co-option, or proposing to the General Meeting the appointment or re-election of Directors.
The appointment and re-election of the members of the Board of Directors is governed under Article 16 and subsequent articles of the Regulations of the Board of Directors of the Company.
In this respect, it corresponds to the General Shareholders' Meeting to appoint and re-elect the members of the Board of Directors, without prejudice to the power of the Board of Directors to appoint members of the Board under its own powers of cooption.
The appointment or re-election of directors will be undertaken at the proposal of the Board of Directors in the case of non-independent directors. Upon appointing or re-electing independent directors, the proposal must be undertaken by the Nomination and Compensation Committee. In any case, the referred to proposals must precede the report of the Nomination and Compensation Committee and the report of the Board of Directors.
As regards the removal of members of the Board of Directors, Article 20 of the Regulations of the Board of Directors establishes the reasons for which a director should relinquish his or her position (as detailed in section C.1.19 of this report). The director leaving his/her post before the end of his office should sufficiently explain the reasons for his/her resignation or, in the case of non-executive directors, his/her opinions about the grounds for his/her dismissal by the General Shareholders' Meeting in a letter sent to all members of the Board. Without prejudice to the fact that all the information is contained in the Annual Corporate Governance Report, the Company shall publish, as soon as possible and to the extent relevant for investors, the resignation in question, providing sufficient information on the reasons or circumstances given by the director. Furthermore, said Article sets out the powers of the Board of Directors to propose the removal of its members to the General Shareholders' Meeting. As regards Independent Directors, the Board may only propose their removal when there is justified cause to do so or as the result of a corporate transaction that entails a change in structure, following a report by the Nomination and Compensation Committee.
C.1.17 Explain the extent to which the annual assessment of the board has led to significant changes in its internal organisation and the procedures applicable to its activities:
| Description of amendments |
|---|
Pursuant to Article 36 of Company's Regulations of the Board of Directors, the Board shall devote the first of its annual meetings to evaluate its own performance in the previous year and, where appropriate, to adopt an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors must assess (i) the performance of duties by the Chairperson of the Board of Directors and, should the position be held by a different person, by the chief executive of the Company, based on the report submitted to them by the Nomination and Compensation Committee; as well as (ii) the functioning of the committees of the Board of Directors, based on the report they submit to it.
In this regard, the Nomination and Compensation Committee, at the request of the Chairperson of the Board of Directors, began the coordination of the annual evaluation of the Board of Directors for 2022 at its meeting of 7 November 2022, the results and action plan of which were addressed by the Board of Directors at its first meeting in 2023. In this regard, the action plan approved by the Board of Directors in relation to the results of the evaluation for financial year 2022 included some recommendations to be carried out in 2023. In this sense, highlights include:
Finally, the Appointments and Remuneration Committee has monitored the aforementioned action plan during fiscal year 2023 and has concluded that the degree of compliance with the plan has been very satisfactory.
Describe the evaluation process and the areas evaluated by the board of directors assisted, where appropriate, by an external consultant, regarding the operation and composition of the board and its committees and any other area or aspect that has been subject to evaluation.
The evaluation process of the Company's Board of Directors for 2023 began on 26 October 2023 and was coordinated by the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors. In this regard, in compliance with Recommendation 36 of the Good Governance Code for Listed Companies, the Company hired the external consultant KPMG this year for the evaluation process. This process consisted mainly in filling out an online assessment form, personal interviews with each of the members of the Board of Directors conducted by the external consultant, the issuance of an assessment report and preparation of an action plan.
The areas evaluated were as follows:
On 18 December 2023, the results of their evaluation were submitted to the Nomination and Compensation Committee, as well as those regarding the evaluation of the Board of Directors, the Chairperson of the Board of Directors and the Secretary of the Board of Directors. On the same date, the results of their evaluation were submitted to the Audit Committee and the Sustainability Committee. After analysing the results, each of the Committees issued a report on the evaluation. In addition, the Nomination and Compensation Committee, aided by the external consultant, prepared an action plan that was presented at the first meeting of the Board of Directors in 2024 together with the reports issued by each committee, in line with Article 36 of the Regulations of the Board of Directors, which will be reported in the 2024 Annual Corporate Governance Report.
C.1.18 For any years where the evaluation was assisted by an external consultant, list the business relationships between the consultant or any company in their group and the company or any company of its group.
As indicated in section C.1.17, in compliance with Recommendation 36 of the Good Governance Code for Listed Companies, the external consultant KPMG was engaged to aid in evaluating the Board of Directors for the first time in 2023.
In this regard, in addition to this advisory service in the evaluation of the Board of Directors, KPMG provides tax advising services and other labour, ESG and technology consulting services to a number of companies in the Gestamp Group. The services billed by KPMG Spain to the Gestamp Group in 2023 amounted to a total of 236 thousand euros, which does not jeopardise its independence.
C.1.19 State the circumstances under which the resignation of directors is mandatory.
As established in Article 20 of the Regulations of the Board of Directors, directors must tender their resignation to the Board of Directors and actually resign if the Board considers it necessary at the request of a majority of two thirds of its membership and following a report in that regard from the Nomination and Compensation Committee:
shareholders reduce their ownership interest in the Company;
$$\mathbf{\color{red}{Yes}} \sqcap \qquad \qquad \qquad \mathbf{\color{red}{No}} \boxtimes \mathbf{\color{red}{Ues}}$$
If so, describe the differences.

C.1.21 Explain whether or not there are specific requirements, other than the requirements relating to directors, to be appointed chairman of the board of directors.
$$\mathbf{\color{red}{Yes}} \boxtimes \qquad\qquad\qquad\mathbf{\color{red}{No}} \sqcap$$
| Description of requirements |
|---|
Neither the articles of association nor the Regulations of the Board of Directors establishes specific requirements different from those relating to directors being appointed as chairperson of the Board of Directors. However, in accordance with the provisions in the Board of Directors Selection and Diversity Policy, it must ensure the capacity of candidates, standing for the position of chairperson of the Board of Directors, in terms of undertaking the position and, in particular, of undertaking the duties relating to the organisation and functioning of the Board of Directors.
C.1.22 State whether or not the articles of association or the regulations of the board set forth any age limit for directors:
Yes □ No ☒
| Age limit | |
|---|---|
| Chairperson | |
| CEO | |
| Board Member | |
| Observations | |
C.1.23 State whether or not the articles of association or the regulations of the Board establish any limit on the term of office or any other stricter requirements in addition to those legally stipulated for independent directors, other than what is established in the regulatory provisions:
Yes □ No ☒
Additional requirements and/or maximum number of terms
C.1.24 State whether or not the articles of association or the regulations of the Board set out any specific rules for proxy-voting by means of other directors at meetings of the board of directors, the manner of doing so, and especially the maximum number of proxies that a director may hold, as well as whether or not any restriction has been established regarding the categories of directors to whom proxies may be granted beyond the restrictions imposed by law. If so, briefly describe such rules.
Pursuant to Article 19 of the Articles of Association and Article 36 of the Regulations of the Board of Directors, in the event that the directors cannot attend sessions of the Board of Directors in person, they may delegate their vote to another Director, together with the appropriate instructions, by means of a letter addressed to the Chairman.
In this sense, such representation shall be specially granted for each session and the Board chairperson shall decide, where doubt exists, on the validity of the proxies granted by directors who do not attend the session.
Non-executive Directors may only delegate their representation to another non-executive Director.
C.1.25 State the number of meetings that the board of directors has held during the financial year. In addition, specify the number of times the board has met, if any, at which the chairman was not in attendance. Proxies granted with specific instructions shall be counted as attendance.
| Number of meetings of the board | 9 |
|---|---|
| Number of meetings of the board at which the chairperson | 0 |
was not in attendance
Observations
State the number of meetings held by the coordinating director with the other directors, without the attendance or representation of any executive director:
Observations During financial year 2023, the lead director, Mr Alberto Rodríguez Fraile, held one general meeting with non-executive directors of the Company as well as several meetings with individual non-executive directors.
State the number of meetings held by the different committees of the board of directors during the financial year:
| Number of meetings of the Executive or delegated Committee | N/A |
|---|---|
| Number of meetings of the Audit Committee | 13 |
| Number of meetings of the Nomination and Compensation Committee |
7 |
| Number of meetings of the Nomination Committee | N/A |
| Number of meetings of the Compensation Committee | N/A |
| Number of meetings of the Sustainability Committee | 7 |
C.1.26 State the number of meetings that the board of directors has held during the financial year and the data regarding member attendance:
| Number of meetings attended in person by at least 80% of the directors |
9 |
|---|---|
| % personal attendance out of total votes during the financial year | 98.29% |
| Number of meetings attended in person, or by representatives with specific instructions, by all directors |
89 |
| % votes cast with personal attendance and representatives with specific instructions, out of the total votes during the financial year |
100% |
| Observations | |
|---|---|
C.1.27 State whether or not the individual and the consolidated financial statements that are submitted to the Board for approval are previously certified:
Yes ☒ No ☐
Identify, where applicable, the person(s) that has(have) certified the individual and consolidated financial statements of the company for preparation by the board:
| Name | Position |
|---|---|
| Mr Ignacio Mosquera Vázquez | Corporate Finance Director |
Observations
C.1.28 Explain, if any, the mechanisms established by the Board of Directors that the financial statements submitted by the Board of Directors to the General Shareholders' Meeting are prepared pursuant to accounting regulations.
In accordance with the provisions under Articles 15 and 40 of the Company's Regulations of the Board of Directors, the Board of Directors shall seek to definitively prepare the financial statements in such a way that there is no qualification by the auditors. However, when the Board of Directors considers that its criteria must be maintained, the Chairperson of the Audit Committee shall explain to shareholders the opinion as to the content and scope of such qualifications during the General Shareholders' Meeting at which the financial statements are approved and shall provide shareholders with a summary report of said opinion, when the relevant meeting is called.
Furthermore, the duties of the Audit Committee of the Company that are set out in Article 40 of the Regulations of the Board of Directors include the duty of informing the Board of Directors on the financial information that, due to its listed status, the Company must periodically make public, as well as the duty of supervising and evaluating the preparation process, integrity and presentation of regulated financial reporting on the Company, checking that regulatory requirements are met and accounting criteria are correctly applied, thereby increasing the likelihood that there are no qualifications in the annual audit reports.
Furthermore, during the year the Audit Committee has held meetings with the external auditor without the presence of the Management to ensure the auditing process of the individual and consolidated financial statements is undertaken correctly.
C.1.29 Is the secretary of the board a director?
Yes □ No ☒
If the secretary is not a director, complete the following table:
| Individual or company name of the secretary |
Representative |
|---|---|
| Mr David Vázquez Pascual | N/A |
Observations
C.1.30 State the specific mechanisms established by the company to preserve the
independence of the external auditors and also the mechanisms, if any, to preserve the independence of financial analysts, investment banks and rating agencies, including how the legal provisions have been implemented in practice.
The Company has established diverse mechanisms aimed at preserving the necessary independence of the auditor. Among them is one of the fundamental competencies of the Audit Committee (exclusively comprised by non-executive directors, who were appointed based on their knowledge and experience in accounting, auditing or risk management, and with the majority of independent directors –including the chairperson–), which consists of monitoring the independence of the auditor and, particularly, of receiving information on matters that could put such audit at risk.
To that effect, in accordance with the terms of Article 40 of the Regulations of the Board of Directors, the Committee has the following functions:
For that purpose, and in any case, the Audit Committee shall receive from the auditor the written confirmation of his or her independence in relation to the Company or to the companies connected with it, whether directly or indirectly, as well as detailed and itemised information on any kind of additional services provided and on the corresponding fees (including those provided by persons or companies connected to them), pursuant to the provisions in the legislation on the auditing of financial statements.
Furthermore, the Company has implemented mechanisms that govern the relationships of the Board of Directors with the auditor of the financial statements, ensuring that his or her independence is strictly respected. As established in Article 15 of the Regulations of Board of Directors:
In addition, in compliance with the recommendations set out in Technical Guide 3/2017 of the National Securities Market Commission on audit committees of public interest entities, the Audit Committee, in its meeting on 28 June 2018, approved the Policy for the approval of services by the external auditor other than the auditing of the Company's financial statements which is intended as a series of criteria and procedures for the approval of nonprohibited services other than the auditing of financial statements provided by the external auditor, the ultimate purpose of which is to promote the auditor's independence. In addition, the Audit Committee periodically verifies that the total fees received for non-audit services by the external auditor do not exceed 70% of the average of the fees paid in the last three consecutive financial years for audit services of the Company and its group and parent company. In financial year 2023, this figure represents approximately 28.69%, following the criterion established in European Regulation 537/2014 on the specific requirements for the statutory audit of public interest entities. that is, considering those services that are not purely auditing of accounts (all those that do not imply an audit opinion) provided exclusively by the Spanish company "Ernst & Young, S.L." (as this is the company appointed as external auditor of the Company) both to the Company itself and to the companies of its group and to its parent company, Acek Desarrollo y Gestión Industrial, S.L. and to the companies it controls, except for those services legally required by national or community legislation (called "ope legis").
In relation to the mechanisms established to preserve the independence of financial analysts, investment banks and rating agencies, on 24 February 2021, the Company's Board of Directors approved the Policy on Reporting of Economic-Financial, Non-financial and Corporate Information, and Contact with Shareholders, Investors and Voting Advisors which (i) establishes the basic principles that are to govern the Company's communication and contacts with its shareholders, institutional investors, voting advisors and other stakeholders, such as intermediary financial institutions, managers and depositories of the Company's shares, financial analysts, regulatory and supervisory bodies, rating agencies, information agencies and such like, and (ii) defines the communication channels that the Company makes available to them to maintain efficient, transparent and ongoing communication.
C.1.31 State whether or not the Company has changed the external auditor during the financial year. If so, identify the incoming and the outgoing auditor:
Yes □ No ☒
| Outgoing auditor Incoming auditor |
|
|---|---|
Observations
If there has been any disagreement with the outgoing auditor, provide an explanation:
Yes □ No ☒

C.1.32 State whether or not the audit firm performs other non-audit work for the company and/or its group. If so, state the amount of the fees paid for such work and the percentage they represent of the aggregate fees charged to the company and/or its group:
Yes ☒ No □
| Company | Companies of the Group |
Total | |
|---|---|---|---|
| Amount of other non-audit work (thousands of euros) |
267 | 1,227 | 1,494 |
| Amount of non-audit work / Amount of audit work (in %) |
48% | 33% | 34% |
| Observations |
|---|
| The amounts for other non-audit work correspond to the sum of audit |
| related services (781 thousand euros) plus other non-audit services (750 |
| thousand euros), as detailed in note 33.1 of the notes to the consolidated |
| financial statements. This calculation excludes fees for non-audit services, |
| but required "ope legis" by national or European Union legislation (102 |
| thousand euros) corresponding to the issuance of verification reports on the |
| statement of non-financial information and agreed-upon procedure reports |
| on subsidies. |
C.1.33 State whether the audit report on the financial statements for the prior financial year has observations or qualifications. If so, state the reasons given to the general meeting by the chairperson of the audit committee to explain the content and scope of such observations or qualifications.
Yes □ No ☒
C.1.34 State the consecutive number of years for which the current audit firm has been auditing the financial statements of the company and/or its group. In addition, state the percentage represented by such number of financial years audited by the current audit firm with respect to the total number of financial years in which the statements have been audited:
| Individual | Consolidated | |
|---|---|---|
| Number of continuous financial years | 25 | 22 |
| Individual | Consolidated | |
|---|---|---|
| Number of years audited by the current audit | 96.15% | 100% |
| firm / Number of years that the company or its | ||
| group has been audited (%) |
Observations It is hereby stated for the record that the Company is considered a Public Interest Entity for the purposes of the regulations governing the auditing of accounts, since the admission to trading of its shares in the 2017 financial year.
C.1.35 State whether or not there is any procedure for directors to obtain in good time the information required to prepare for meetings of management-level decision-making bodies and, if so, describe it:
Yes ☒ No □
| Describe the procedure |
|---|
As set out in Article 36 of the Regulations of the Board of Directors, the meetings of the Board of Directors shall be convened with at least 5 days' notice before the meeting is to be held. However, normally the sessions of the Board of Directors of the Company are called with a more extensive time margin than that stated in the Regulations of the Board of Directors.
The agenda of the session, the date and place will always be included in the call of each meeting. The relevant documentation required so that the members of the Board can formulate their opinion and, if appropriate, cast their vote regarding the matters submitted for their consideration, is to be made available as soon as possible through the online platform enabled for that purpose.
In this regard, in accordance with the provisions of Articles 19 of the articles of association and 30 and 34 of the Regulations of the Board of Directors, the person responsible for ensuring that the directors receive all the necessary information in sufficient time and in the appropriate format is the chairperson of the Board of Directors, with the collaboration of the secretary.
Furthermore, Article 22 of the Regulations of the Board of Directors establishes the duty of directors to sufficiently find out about and prepare for meetings of the Board and of the delegated bodies to which they belong, seeking sufficient information for it and the collaboration or assistance that they deem appropriate, which is to be paid for by the company.
In addition, Article 27 of the Regulations of the Board of Directors grants Directors the power to study the documentation deemed necessary, contact the heads of the departments affected and visit the corresponding facilities. For that purpose, the request is channelled through the secretary of the Board of Directors. Should it be rejected, delayed or incorrectly handled, it will be sent to the Audit Committee. In the event that said request is unnecessary or hinders the interests of the Company, it shall be definitively rejected.
C.1.36 State, and as applicable detail, whether the company has established any rules requiring directors to inform the company —and, if applicable, resign from their position— in cases affecting them in relation to their performance at the company itself which may impair its credit and reputation:
Yes ☒ No □
Explain the rules
Pursuant to the provisions under Article 22 of the Regulations of the Board of Directors, the duties of directors include the duty to notify the Company of any type of judicial, administrative or other claim in which they are involved that, due to its importance, could have a serious impact on the credit and reputation of the Company. In particular, all directors must inform the Company if they are indicted in criminal proceedings and of the relevant milestones in such proceedings. In this case, the Board of Directors, subject to the prior report from the Nomination and Compensation Committee, shall make the decision deemed most appropriate to the Company's interests.
Furthermore, Article 20 of the Regulations of the Board of Directors establishes the obligation of directors to tender their position to the Board of Directors and formalise the corresponding resignation, at the request of the majority of two thirds of its members and subject to the previous report of the Nomination and Compensation Committee, when they no longer have the respectability, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance occurs when the director is indicted or summoned in criminal proceedings.
C.1.37 Indicate, unless special circumstances have arisen that have been noted in the minutes, if the Board has been informed of or has somehow found out about a situation that affects a director, whether relating or not to his/her actions within the company, that many hinder its standing and reputation:
| Yes □ | No ☒ |
|---|---|
| ------- | ------ |
| Name of director | Nature of the situation |
Observations |
|---|---|---|
In the previous circumstance, state whether or not the Board of Directors has examined the case. If yes, give a reasoned explication on whether or not, according to the specific circumstances, measures have been adopted, such as the launching of an internal investigation, requesting the resignation of the director or proposing his/her dismissal. Furthermore, state whether or not the Board's decision was made with a report from the Nomination Committee.
| Decision made / action taken | Duly substantiated explanation |
|---|---|
C.1.38 Describe any significant agreements entered into by the company that take effect, are amended, or terminate in the event of a change in control of the company as a result of a takeover bid, and the effects thereof.
There are no such significant agreements.
C.1.39 Identify, on an individual basis in reference to directors, and on an aggregate basis for all other cases, and provide a detailed description of the agreements between the company and its management level and decision-making positions or employees that provide for compensation, guarantee or "golden parachute" clauses upon resignation or termination without cause, or if the contractual relationship is terminated as a result of a takeover bid or other type of transaction.
| Number of beneficiaries | 2 | ||
|---|---|---|---|
| Type of beneficiary | Description of agreement | ||
| Mr Francisco José Riberas Mera | Severance pay: the contract signed between the | ||
| Company and the executive Director Mr Francisco | |||
| Riberas Mera provides for a gross severance pay in | |||
| the event of termination (not arising from serious | |||
| breach by the Director) equivalent to two annual | |||
| payments of the fixed and variable remuneration in | |||
| force at the time of termination, when this occurs | |||
| by unilateral decision of the Company. At 31 | |||
| December 2023, he would be entitled to a severance | |||
| payment of 2,142,000 euros. | |||
| Post-contractual non-competition clause: In |
|||
| addition, the contract also includes a post | |||
| contractual non-competition clause by virtue of | |||
| which Mr Francisco Riberas Mera assumes a non | |||
| competition obligation for a period of one year from | |||
| the date of termination of the contract. The | |||
| compensation established for this non-competition | |||
| commitment amounts to 1,000,000 euros, to be | |||
| paid in twelve equal monthly instalments. |
| The contract also expressly establishes that termination payments (including termination benefits and payments under the post-contractual non-competition clause) may in no case exceed an amount equivalent to two years' total annual remuneration (including fixed remuneration and variable annual remuneration in force). Consequently, in the event that the payments for the aforementioned items exceed this limit, the compensation for termination of the contract would be reduced by the necessary amount. |
|
|---|---|
| Mr Francisco López Peña | It is hereby noted that the service agreement in place between Director Mr Francisco López Peña and the Company expired on 31 December 2023. Therefore, said Director no longer holds "executive" capacity, and is classified instead as a "proprietary" Director as of said date. However, since this contract was valid throughout 2023, the required information is shown in this section. |
| Severance payment: the contract signed between the Company and the executive director Mr Francisco López Peña provides for a severance payment equivalent to the fixed remuneration in force at the time of removal or resignation, which the director would have received had he continued in that position from the date of removal until the date of termination of his contract, up to a limit of two years' fixed remuneration, when the removal is due to a unilateral decision by the Company or when the resignation of the executive director is the result of a change of control of the Company. Consequently, the severance amount would be subject to the time at which the director's termination or resignation occurs, and this fact could determine an amount of 0 euros, if the termination or resignation occurs on the day of the termination date of his contract, i.e. 31 December 2023, or it could have been up to one year of his fixed remuneration, i.e. 300,000 euros, in the event that his termination had occurred on 31 December 2022. |
|
| Post-contractual non-competition clause: in addition, the contract also contains a post contractual non-competition clause for a period of one year from the date of termination of the contract, compensation for which is included in the remuneration defined in the contract. |
|
| The total amount of compensation, if any, payable to the executive director under his commercial contract may not exceed two years' fixed remuneration. |
| It is noted that the termination of the service |
|---|
| agreement did not give rise to any severance pay |
| whatsoever because said termination resulted from |
| expiration of the contract term. Although Mr |
| López Peña ceased to provide services to the |
| Company, he remains in his position as Director of |
| the Company, albeit as a proprietary director, as |
| mentioned above, since 1 January 2024, receiving |
| remuneration in its condition as such from that |
| date. |
State whether or not, beyond the cases set out in the regulations, such agreements have to be reported and/or approved by the decision-making bodies of the company or its group. If so, specify the procedures, cases set out and the nature of the decision-making bodies responsible for approving or reporting them:
| Board of directors | General Shareholders' Meeting |
|
|---|---|---|
| Decision-making body approving the provisions |
Yes | No |
| Y E S |
NO | |
|---|---|---|
| Is the General Shareholders' Meeting informed of such provisions? |
x |
| Observations |
|---|
C.2.1 Describe all of the committees of the board of directors, the members thereof, and the proportion of executive, proprietary, independent, and other external directors of which they are comprised:
| Name | Position | Category |
|---|---|---|
| % executive directors | |
|---|---|
| % proprietary directors | |
| % independent directors | |
| % other external |
Observations
Explain the functions delegated or attributed to this committee other than those already described in section C.1.10, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| Ms Ana García Fau | Chairperson | Independent |
| Mr Juan María Riberas Mera |
Member | Proprietary |
| Mr Javier Rodríguez Pellitero |
Member | Independent |
% proprietary directors 33.33% % independent directors 66.67% % other external 0%
corporate resolutions, have effectively been performed.
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other
The procedures and rules for the organisation and functioning of the Audit Committee are set out in Article 20 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. In addition, the functions of the Audit Committee are governed by Article 20 of the articles of association and Article 40 of the Regulations of the Board of Directors. For further information, see note included in Section H.
In relation to the activities carried out by the Audit Committee and how each one of its functions has effectively been performed in financial year 2023, it will draw up an activity report which, as established in Article 39 of the Regulations of the Board of Directors, shall be submitted for approval to the Board of Directors and published on the website whenever the General Shareholders' Meeting is held. The activities carried out by the Audit Committee during 2023 include, among others:
Identify any directors who are members of the audit committee and who have been appointed taking into account their knowledge and experience in the areas of accounting, auditing, or both, and report the date of appointment of the Chairperson of this committee.
| Name of directors with experience Ms Ana García Fau | ||
|---|---|---|
| Mr Javier Rodríguez Pellitero | ||
| Mr Juan María Riberas Mera | ||
| Date of appointment of the current chairperson |
24/03/2021 | |
| Observations |
|---|
| Name | Position | Category |
|---|---|---|
| Mr. Alberto Rodríguez | Chairperson | Independent |
| Fraile Díaz | ||
| Mr Gonzalo Urquijo | Member | Other external |
| Fernández de Araoz | directors | |
| Mr. Pedro Sainz de | Member | Independent |
| Baranda |
| % proprietary directors | 0% |
|---|---|
| % independent directors | 66.67% |
| % other external | 33.33% |
| Observations | |||
|---|---|---|---|
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of the Nomination and Compensation Committee are set out in Article 21 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. In addition, the functions of the Nomination and Compensation Committee are governed by Article 20 of the articles of association and Article 41 of the Regulations of the Board of Directors. For further information, see note included in Section H.
In relation to the activities carried out by the Nomination and Compensation Committee and how each of its functions has effectively been performed in financial year 2023, it will draw up an activity report which, as established in Article 39 of the Regulations of the Board of Directors, shall be submitted for approval to the Board of Directors and published on the website whenever the General Shareholders' Meeting is held. The activities carried out by the Nomination and Compensation Committee during 2023 include, among others:
| Name | Position | Category | ||
|---|---|---|---|---|
| % proprietary directors |
| % independent directors | |
|---|---|
| % other external |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| % proprietary directors | |
|---|---|
| % independent directors | |
| % other external |
| Observations |
|---|
| -------------- |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| Mr César Cernuda Rego | Chairperson | Independent |
| Ms Concepción Rivero Bermejo |
Member | Independent |
| Ms Loreto Ordóñez Solís | Member | Independent |
| Ms Chisato Eiki | Member | Proprietary |
| % executive directors | 0 |
|---|---|
| % proprietary directors | 25 |
| % independent directors | 75 |
| % other external | 0 |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of the Sustainability Committee are set out in Article 20 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. In addition, the functions of the Sustainability Committee are governed by Article 20 of the articles of association and Article 42 of the Regulations of the Board of Directors. For further information, see note included in Section H.
The activities carried out by the Sustainability Committee during 2023 include, among others:
| Number of female directors |
||||
|---|---|---|---|---|
| Year t Year t-1 Year t-2 |
Year t-3 | |||
| Number % |
Number % |
Number % |
Number % |
|
| Executive Committee |
0 | 0 | 0 | 0 |
| Audit Committee |
1 (33.33%) |
1 (33.33%) |
1 (33.33%) |
1 (33.33%) |
| Nomination and Compensation Committee |
0 (0%) |
0 (0%) |
0 (0%) |
0 (0%) |
| Sustainability Committee |
3 (75%) |
3 (75%) |
3 (75%) |
- |
| Nomination Committee |
0 | 0 | 0 | 0 |
| Compensat ion Committee |
0 | 0 | 0 | 0 |
| Committee | 0 | 0 | 0 | 0 |
C.2.2 Complete the following table with information on the number of female directors on the committees of the board of directors at the end of the last four financial years:
C.2.3 State, where applicable, the existence of regulations of the board committees, where such regulations can be consulted, and any amendments made during the financial year. Also state if any annual report of the activities performed by each committee has been voluntarily prepared.
The Regulations of the Board of Directors thoroughly regulate the rules of composition and functioning, as well as the responsibilities of both the Audit Committee, the Nomination and Compensation Committee and the Sustainability Committee.
In favour of greater simplicity, avoiding duplications and aiming to facilitate comprehension and application, a comprehensive regulation integrated into the Regulations of the Board of Directors has been chosen as opposed to a specific regulation for each Committee.
The revised text of the Regulations of the Board of Directors is published on the Company's website (www.gestamp.com) in the sections "Shareholders and Investors", "Corporate Governance", "Board of Directors" and "Regulations of the Board of Directors", as well as in CNMV's website.
The Audit Committee and the Nomination and Compensation Committee
submit on an annual basis to the approval of the Board of Directors an activity report to be subsequently made available to shareholders at the Ordinary General Shareholders' Meeting, in accordance with the provisions contained in Article 39 of the Regulations of the Board of Directors. In this sense, the Sustainability Committee prepares and submits such report voluntarily for the approval of the Board of Directors, even though Recommendation 6 of the Good Governance Code of listed companies does not require so and neither does Article 39 of the Regulations of the Board of Directors.
D.1 Explain, where applicable, the procedure and competent bodies for approving relatedparty and intragroup transactions, indicating the entity's criteria and internal general rules governing the obligations of abstention of the affected directors or shareholders and detailing the internal reporting and periodic monitoring procedures set by the company in relation to related transactions whose approval has been delegated by the Board of Directors.
Article 8 of the Regulations of the Board of Directors attributes to the Company's Board of Directors, among other functions, the approval of transactions performed by the Company or Group companies with major shareholders or shareholders represented in the Board of Directors of the Company or of other Group companies, or with persons related to it, after a favourable report from the Audit Committee, and with the abstention of the affected directors, except for exempt cases set out in the legislation in force.
In this sense, the Board of Directors, after a favourable report from the Audit Committee, will be in charge of approving the related transactions whose amounts or values are not equal to or higher than 10% of total asset items according to the last annual consolidated balance sheet approved by the Company. In addition, the Company's General Shareholders' Meeting will be in charge of approving, after a report from the Audit Committee, the related transactions whose amounts or values are not equal to or higher than 10% of total asset items according to the last annual consolidated balance sheet approved by the Company, pursuant to Article 529(22) of Companies Act.
Moreover, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries. This agreement incorporates the general framework that governs the relations between the Company and its subsidiaries, and group of companies under the parent company Acek Desarrollo y Gestión Industrial, S.L. The protocol sets forth the principles that must be observed by all related-party transactions.
D.2 Detail on a specific basis the transactions that are significant in terms of amount or subject matter, as performed between the company or its subsidiaries and the shareholders owning 10% or more of voting rights or represented at the company's board of directors, indicating the competent body for approval thereof and whether any affected shareholder or director has abstained. If the competent body is the shareholders' meeting, indicate whether the proposed resolution was approved by the board without the unfavourable vote of the majority of independent directors:
| Individual or company name of shareholder of any of its subsidiaries |
% Holding | Individual or company name of the company or subsidiary |
Nature of the relations hip |
Type of transaction and other informatio n required for assessment purposes |
Amou nt (thous ands of euros) |
Approving body |
Identification of the abstaining significant shareholder or director |
The proposal made to the shareholders' meeting, as applicable, was approved by the board without the favourable vote of the majority of independent directors |
|---|---|---|---|---|---|---|---|---|
| Acek Desarrollo y Gestión Industrial, S.L. |
74.17 | Sociedades del Grupo Gestamp Automoción, S.A. |
Contractual | Services received |
11,080 | Board of Directors |
Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera |
N/A |
| Grupo Holding Gonvarri, S.L. |
74.17 | Sociedades del Grupo Gestamp Automoción, S.A. |
Contractual | Purchase of goods, whether finished or not |
2,239,5 06 |
Annual General Meeting |
Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera |
YES |
| Grupo Holding Gonvarri, S.L. |
74.17 | Sociedades del Grupo Gestamp Automoción, S.A. |
Contractual | Sale of goods, whether finished or not |
248.661 Board of Directors |
Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera |
N/A | |
| Grupo Holding Gonvarri, S.L. |
74.17 | Sociedades del Grupo Gestamp Automoción, S.A. |
Contractual | Services received (including leasings) |
9.877 | Board of Directors |
Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera |
N/A |
| Grupo Holding Gonvarri, S.L. |
74.17 | Sociedades del Grupo Gestamp Automoción, S.A. |
Contractual | Service provision (including leasings) |
9.931 | Board of Directors |
Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera |
N/A |
| Grupo Holding Gonvarri, S.L. |
74.17 | Sociedades del Grupo Gestamp |
Contractual | Unpaid interest due to IFRS16 |
310 | Board of Directors |
Mr. Francisco José Riberas |
N/A |
| Automoción, S.A. |
Mera and Mr. Juan María Riberas Mera |
|||||||
|---|---|---|---|---|---|---|---|---|
| Inmobiliaria Acek, S.L. |
74.17 | Sociedades del Grupo Gestamp Automoción, S.A. |
Contractual | Services received |
1.078 | Board of Directors |
Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera |
N/A |
Observations
D.3 Detail on a specific basis the transactions that are significant in terms of amount or subject matter, as performed by the company or its subsidiaries with the company's directors or executives, including those transactions performed with entities controlled or jointly controlled by the director or executive, indicating the competent body for approval thereof and whether any affected shareholder or director has abstained. If the competent body is the shareholders' meeting, indicate whether the proposed resolution was approved by the board without the unfavourable vote of the majority of independent directors:
| Individual or | Individual or | Relation | Nature of | Amount | Approving | Identification | The proposal |
|---|---|---|---|---|---|---|---|
| company name | company name | transaction | (thousands of | body | of the | made to the | |
| of the directors | of the company | and other | euros) | abstaining | shareholders' | ||
| or | or subsidiary | information | shareholder or | meeting, as | |||
| executives or its | required for | director | applicable, was | ||||
| controlled or jointly |
assessment | approved by | |||||
| controlled entities |
purposes | the board | |||||
| without the | |||||||
| favourable vote | |||||||
| of the majority | |||||||
| of independent | |||||||
| directors | |||||||
| Mr Francisco | N/A | Loan | Financing | 1,976 | Board of | Mr Francisco | N/A |
| López Peña | agreements: | Directors | López Peña | ||||
| Loans. |
| Observations | ||||
|---|---|---|---|---|
| The amount indicated corresponds to the outstanding balance of the loan at | ||||
| December 31, 2023. |
D.4 Detail on a specific basis the intra-group transactions that are significant in terms of amount or subject matter, as performed by the company or its parent company or other entities belonging to the parent company's group, including the subsidiaries of the listed company, unless no other related party of the listed company has an interest on those subsidiaries or the latter are direct or indirect full investees of the listed company.
In any case, report any intragroup transaction carried out with entities established in countries or territories considered to be tax havens:
| Name of entity within the group |
Brief description of the transaction and other information required for assessment purposes |
Amount (thousands of euros) |
|||||
|---|---|---|---|---|---|---|---|
| Observations |
D.5 Give details of any significant transactions carried out between the company or entities in its group and other related parties that have not been disclosed under the previous headings.
| Company name of related party |
Brief description of the transaction and other information required for assessment purposes |
Amount (thousands of euros) |
||||
|---|---|---|---|---|---|---|
| Observations |
D.6 Describe the mechanisms used to detect, determine and resolve potential conflicts of interest between the company and/or its group, and its directors, executives, or significant shareholders or other related parties.
Article 22 of the Regulations of the Board of Directors establishes the duty of directors to inform the Company of any direct or indirect situation of conflict that they or persons linked to them may have as regards the interests of the Company. In this sense, apart from the communication that the directors may send to the Company, as applicable, in the event of a conflict of interest, the directors are required to make a statement indicating the existence of any conflict with the Company's interests upon preparation of the financial statements and the semi-annual financial information by the Board of Directors.
On the other hand, articles 21, 24, 25 and 26 of the Regulations of the Board of Directors regulate the duties of Directors, including the duty to abstain, the duty not to compete, duties relating to the use of non-public information, corporate assets and taking advantage of business opportunities. Furthermore, those articles govern the Company's system of exemption, which shall be agreed at the General Shareholders' Meeting or by the Board of Directors, as appropriate, under the provisions set out in the Companies Act, the articles of association or in the Regulations of the Board of Directors of the Company.
Senior executives, as set forth in Article 11 of the Internal Code of Conduct for the Securities Markets, shall act at all times with loyalty towards the Company, refraining from participating in or influencing decision making as to the matters in which they are affected by a conflict of interests, and they shall not have access to the confidential information affecting such conflict.
Finally, with respect to the significant shareholder and as mentioned in section D.1., on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries, which sets forth the principles that should govern all related-party transactions.
D.7 Indicate if the company is controlled by another entity in the sense of Article 42 of the Code of Commerce, whether listed or not, and has, directly or through subsidiaries, business relations with said entity or any of its subsidiaries (different from those of the listed company) or undertakes activities related to any of them.
Yes ☒ No □
Indicate if it has publicly and specifically informed of the respective areas of activity and possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries:
Yes ☒ No □
Report on the respective areas of activity and the possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries, and state where these aspects have been publicly disclosed As indicated in section D.2 of the report, during financial year 2022, the Acek Group has had the following business relations with the Gestamp Group: (a) Relations with Acek, holding company of the Acek Group, and subsidiaries of the Acek Group relating to: Supplies and centralised services provided by Acek to the Group: consolidated accounting services, centralised negotiating and formalisation of insurance, centralised negotiating and formalisation of IT licences.
The Gonvarri Group is a subgroup of the Acek Group, which manufactures, transforms and trades metal products; it has steel service centres (cutting and coating of sheet steel and its supply for industrial services) and it manufactures renewable energy structures (such as wind turbine shafts, infrastructures for photovoltaic farms and solar thermal plant elements).
The Group's companies have business relations with different subsidiaries of the Gonvarri Group, the activity of which is the steel service, and the Gonvarri Group is their entrusted steel service centre. As such, the Gonvarri Group acts not only as a provider of steel cutting and coating services, but also as a provider of said steel, which it acquires from the corresponding producer. In addition, the Group has leased (as lessee) from the Gonvarri Group certain assets to carry out its activities.
(c) Relations with Inmobiliaria Acek, S.L., and its subsidiaries ("Inmobiliaria Acek Group").
Subgroup of the Acek Group dedicated to real estate activity.
The Group has leased (as lessee) corporate offices owned by Inmobiliaria Acek Group.
Identify the mechanisms established to resolve possible conflicts of interest between the listed parent company and the other companies of the group:
As referred to in section D.1 of this report, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L., and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A., and its Subsidiaries. This agreement incorporates the general framework that governs the relations between the Company, its subsidiaries, and its related parties, particularly with the group of companies under the parent company Acek Desarrollo y Gestión Industrial, S.L.
In this regard, the protocol:
(i) Defines the areas of activity of the Gestamp group and establishes an activity reserve with respect to them.
(ii) Defines the normal business relationships between the Gestamp Group with the Acek Group (the parent group of which is Acek Desarrollo y Gestión Industrial, S.L. and to which the Gestamp Group belongs) and with the Gonvarri Group (the parent group of which is Gonvarri Corporación Financiera, S.L. and which, in turn, belongs to the Acek Group) that constitute related-party relationships. These relationships include (a) the purchase and sale of steel plate by the Gestamp Group to the Gonvarri Group and the provision by the Gonvarri Group to the Gestamp Group of cutting and coating services, (b) the provision by the Acek Group to the Gestamp Group of corporate services and supplies and centralised services, (c) the provision by the Gestamp Group to the Acek Group of corporate services.
(iii) Establishes the principles with which all related party transactions must comply, which include: (a) adequate documentation of the terms and conditions, (b) performance on market terms, (c) performance of the operations using the diligence required of an expert in the sector to which each of the parties belongs and with the quality standards of the market, and (d) with respect to the terms of the protocol and the contract that regulates the relationship.
(iv) With respect to the mechanisms for resolving conflicts of interest, reference is made to the mechanisms provided for in the Regulations of the Board of Directors (previously described in this section) and to the Spanish Companies Act and other applicable regulations.
On the other hand, in line with what is referred to in section D.6 of this report, article 22 of the Regulations of the Board of Directors establishes the duty of the Director to notify the Company of any situation of direct or indirect conflict that persons related to him/her (including Gestamp's parent company, Acek, and the companies of its group) may have with the interests of the Company (i.e. with
Gestamp and the companies of its group).
In this respect, in addition to the communication, if any, sent by the Directors to the Company when a conflict of interest situation arises between related parties, the Directors must complete a declaration in which they must indicate the existence of any situation of conflict with the interests of the Company and the companies of its group when the annual accounts and half-yearly financial information are drawn up by the Board of Directors.
On the other hand, articles 21, 24, 25 and 26 of the Regulations of the Board of Directors regulate the duties of the Directors with regard to their duty to abstain, their duty not to compete, the use of non-public information and corporate assets and the taking advantage of business opportunities, all these precepts also being applicable to the related parties of the Directors, in this case, once again and among others, the parent company of Gestamp, Acek and the companies of its group. Furthermore, those articles govern the Company's system of exemption, which shall be agreed at the General Shareholders' Meeting or by the Board of Directors, as appropriate, under the provisions set out in the Companies Act, the articles of association or in the Regulations of the Board of Directors of the Company.
E.1 Explain the scope of the company's financial and non-financial risks management system, including the system for managing tax risks.
The Group operates in multiple countries, markets and regulatory, political and socioeconomic environments and is therefore exposed to different types of risks (strategic, operating, financial, compliance and reputational risks), which may affect its performance and must therefore be mitigated in the most effective way possible, thus enabling it to generate value in a sustainable manner, protect the interests of our shareholders and stakeholders and, ultimately, achieve our strategic objectives.
In this sense, the Group has a Comprehensive Risk Management System (hereinafter "CRMS") to ensure that the financial and non-financial risks that may impair the achievement of the Group's strategies and goals are identified, analysed, assessed, managed and controlled systematically, with uniform criteria and within the risk levels accepted by the Company's Board of Directors. The financial or economic risks include the accuracy of the different financial reports, fluctuations in exchange rates and interest rates, and the management of cash flows and liquidity. In addition, nonfinancial risks include, among others, operating, technological, environmental, legal, social, political, reputational and compliance risks (including tax risks and those related to corruption).
The CRMS in force, approved in 2021 by the Group, after having finalised its development and implementation, is based on the COSO ERM -Enterprise Risk Management- model and on the good practices mentioned in the Good Governance Code of Listed Companies and in the Technical Guide 3/2017 on Audit Committees of Public Interest Entities. The COSO ERM model is based on a systematic and detailed approach to identify events, assess, prioritise and respond to risks related to the achievement of the strategy and its business objectives.
In order to facilitate and promote effective, comprehensive, systematic and uniform management, the Group established the Comprehensive Risk Management System Policy (hereinafter "CRMS Policy"), the implementation of which extends to all companies belonging to the Group. Its scope covers all activities, processes, projects and business lines, as well as all geographical areas in which it operates.
The current CRMS Policy, approved by the Board of Directors on 6 May 2021, covers the organisation, procedures and resources available to the Group to effectively deal with uncertainty and reasonably and effectively manage the risks to which it is exposed and the opportunities associated with them, thus making risk management an intrinsic part of the organisation's decision-making processes in terms of both the governance and administrative bodies and the management of operations. The policy: (i) identifies different types of risks and CRMS components, (ii) details the basic principles and guidelines and the general framework for action that must be observed in risk management and control, (iii) specifies the bodies in charge of ensuring that the internal control and risk management systems operate properly, together with their roles and responsibilities, and (iv) defines criteria for establishing the level of risk that is considered acceptable.
The Group also has a CRMS Corporate Procedure approved by the Operational Risk Committee (hereinafter, "ORC") on 19 November 2018. This procedure sets the basic guidelines for the identification, assessment, management, response, follow-up and communication of different risks from each organisational area, thus allowing to manage reasonably the risks to which the Group is exposed.
The Group has a Corporate Risk Map, which is set as a key element of the CRMS providing an overall picture of the relevant risks of the Group itself, based on uniform criteria, thus facilitating early identification of any events that could generate them and enabling anticipatory action aimed at preventing or, in the event of occurrence, minimising them. The Corporate Risk Map is updated at least once a year considering the organisation's external and internal context, so that it may respond to the Group's current situation and continue to be a management tool enabling effective and informed decision making.
The latest update took place on 14 December 2023 and was submitted to the Audit Committee for supervision and evaluation. The Corporate Risk Map 2024 was submitted to the Board of Directors for approval at its meeting on 27 February 2024.
Risk management at Gestamp is not just a function or department, but is related to the culture, capabilities and mechanisms for management and value creation integrated in the Group's vision and in all of the organisation's processes and activities. Thus, it should be noted that, in addition to corporate risk management, each of the Group's areas carries out more fragmented risk management through its corresponding managers and forms part of the decision-making process at all levels. The work carried out by these managers is included in the Corporate Risk Map through the involvement of the members of the ORC, which is made up of top-level executives, representatives of the Group's Divisions, Business Units and Corporate Departments.
The commitment of all the parties involved in risk management ensures that it remains applicable and updated, guaranteeing an efficient and adequate use of control mechanisms in order to mitigate the impact of identified risk events should they occur.
E.2 Identify the decision-making bodies of the company responsible for preparing and implementing the financial and non-financial risk management system, including the system for managing tax risks.
The CRMS is a process led by the Company's Board of Directors and Senior Management and is the responsibility of each and every member within the Group. It is designed to provide reasonable assurance when achieving the Group's strategic goals, defending the interests and reputation of the Group, as well as the interests of shareholders, clients and other stakeholders and guaranteeing the business stability and financial strength in a sustainable manner over time.
Although the CRMS is a process that affects and involves all of the Group's personnel, in accordance with the CRMS Policy approved by the Board of Directors, those entrusted with ensuring its smooth running and its functions are the following:
The Board of Directors.
It is responsible for approving the CRMS Policy, as well as establishing the acceptable level of risk, and regularly monitoring internal information and control systems to ensure that they are consistent with the Group's strategy.
Audit Committee.
It is responsible for periodically supervising, assessing and reviewing the efficacy of internal control and financial and non-financial risk management systems, so that the main risks are adequately identified, managed and reported, receiving support in this supervision task from the Internal Audit and Risk Management Department. In supervising non-financial risks, the Audit Committee also has the support of the Sustainability Committee for those risks related to ESG.
In particular, the Audit Committee fosters a culture in which risk is a factor that is taken into account in all decisions and at all levels within the organisation, supervises the operation of the Risk Committees and the Internal Audit and Risk Management Department, evaluates whether the Group has the proper policies and processes to identify and control its main risks, and makes an annual reassessment of the most significant risks included in the risk map, which will include the identification and understanding of emerging risks and the evaluation of the risk level set.
The Risk Committees.
In addition to other committees set up at the level of the different organisational units to monitor specific risks (such as, among others, those associated with project management, information systems and regulatory compliance, including tax compliance), at corporate level there is the ORC and, at a higher level, the Executive Risk Committee (ERC), made up of top-level executives, representatives of the Group's Divisions, Business Units and Corporate Departments. It is responsible for supporting the Board of Directors, the Audit Committee and the Sustainability Committee in their functions in relation with the control and management of risk. They are responsible for (i) ensuring the proper operation of the CRMS, (ii) identifying, quantifying and managing the most significant risks that have an impact on their respective areas and the Group, (iii) approving the plans and actions required to respond to identified risks, ensuring that they are aligned with the acceptable risk appetite, (v) reviewing the Risk Map, and (vi) defining the risk management strategy as instructed by the Audit Committee.
Specific Risk Officers.
Their key responsibilities involve identifying and monitoring risks under their responsibility area, monitoring the effectiveness of controls, overseeing action plans and collaborating on risks identification, assessment and update.
The Internal Audit and Risk Management Department.
In accordance with the rules governing the department approved by the Audit Committee, this Department is responsible for coordinating the Group's risk management, among other things. In performing such function, the CRMS Policy establishes the following basic responsibilities carried out under the supervision of the Audit Committee:
Within the organisational structure, the Internal Audit and Risk Management Department reports in a direct manner to the Audit Committee, which guarantees due autonomy and independence in its functions and in the responsible supervision of the risk control and management system.
E.3 State the main financial and non-financial risks, including tax risks and –if material– those arising from corruption (the latter being understood under the scope of Royal Decree Law 18/2017), which may affect the achievement of the business objectives.
The Group defines risk as any potential internal or external event that may negatively affect the achievement of the objectives regarding the various Group processes and, therefore, the materialisation of its strategic objectives, its methods or its reputation. Given the nature of the sector and the geographical areas in which operates, the Group is exposed to various risks that could impede the attainment of its objectives and the successful execution of its strategies.
The process of identifying and assessing the risks affecting the Group mainly took into account the following risk factors, for which the Group has put in place monitoring and response plans and measures:
Included within this category of risks are those that originate from changes in the competitive environment of the Group and in the positioning of the products offered by Gestamp, in the situation of the country (political, economic and social), as well as all those related to Corporate Governance and business ethics. These include:
Proper strategy and achievement of ESG targets according to sectorspecific and international standards, and to the requirements of customers and other stakeholders. Commitment to the goals of reducing and eradicating climate change and to social progress goals.
They include, among others, the risks associated with the criminal liability of legal entities, the impact of corruption in the different countries where the Group operates and unethical or irregular conduct. This category also includes risks arising from potential legislative and regulatory changes and the Group's capacity to anticipate and react to them.
The Group, in delivering its vision "to be the automotive supplier most renowned for its ability to adapt business in order to create value for the client, while maintaining sustainable economic and social development" assumes a prudent level of risk, seeking the right balance between value creation in a recurring and continuous manner, to optimise opportunities and keep acceptable levels of risk.
In this regard, the level of risk tolerance, including tax risks, is defined at corporate level in the CRMS Policy, approved by the Company's Board of Directors, and sets out that all risks that jeopardise compliance with the Group's strategies and objectives are to be kept at an acceptable low risk level.
To update the Corporate Risk Map in 2023, the members of the ORC and ERC became involved. The main objectives of this updating process were to identify possible emerging risks and to assess all of the risks in terms of impact, probability of occurrence and effectiveness of the controls established, in accordance, with the assessment scales approved on an annual basis in order to adapt to the strategy and changes in our business environment and which will continue to be reviewed at least once a year for the same purpose. These assessment scales cover the different aspects of risk impact (financial, strategic, operational, regulatory framework and reputation) and represent uniform levels that allow for a standardised risk assessment. These scales reflect the Group's limited level of risk tolerance.
E.5 State what financial and non-financial risks, including tax risks, have materialised during the financial year.
In relation to purchases, since 2021, the supply chain for raw materials and energy has experienced volatility and tension as a result of global supply difficulties and war. In this sense, the Group designed a long-term energy purchase strategy at the different locations to ensure a stable power and gas supply in terms of volume and price and to manage to receive electric power from renewable sources.
With regard to raw materials, most of the steel is purchased under "re-sale" agreements with customers, meaning that the automobile manufacturers regularly negotiate with the steel industry to reach the price at which the Group purchases the steel that is then used in the production of their automotive components. For all other raw material supplies, Gestamp negotiates purchase prices with steel companies once the agreements between these companies and the main automobile manufacturers are known, so that the agreements reached by Gestamp are at least equal to those reached between those other parties.
E.6 Explain the response and oversight plans for the entity's main risks, including tax risks, as well as the procedures followed by the company to ensure that the board of directors responds to any new challenges that arise.
The Group has defined an CRMS that entails organisation, procedures and resources, making it possible to identify, measure, assess, prioritise, and respond to risks to which the Group is exposed. In this regard, two risk mitigation and response levels can be determined: global elements or activities that are part of the corporate risk management policy and other individual ones for each specific risk.
In general, the CRMS, along with the risk control and management policies and systems that develop it, allow for quick and effective action to be taken on risks and for the establishment, where necessary, of suitable action plans.
The overall management actions and elements include the Group's Code of Conduct, the work done by the Ethics Committee (which reports to the Board of Directors, ensuring compliance with the Code of Conduct), the Whistleblowing Hotline, and other mechanisms roughly outlined in the CRMS Policy.
Diverse initiatives have been developed with a view to enhancing and streamlining the quality of operational data in order to improve the ability to respond to the Group's challenges and the needs of our customers and other stakeholders.
In terms of individual risk, the Group has response, management and oversight plans in place that match the characteristics of each specific risk. These plans are implemented at operational level and are constantly running on a daily basis. They are integrated into the systems and processes, thus ensuring that the operational activities performed are consistent with the Group's targets and objectives.
In this sense, the Group currently has various organisational units or departments that analyse, continuously monitor and provide a response in various areas specialised in risk management, including: Internal Audit, Human Resources, Regulatory Compliance, Insurance, Sustainability, Quality, Operations Control, Corporate Security, Information Systems, Occupational Hazards Prevention, Project Management, Communication, Commercial, Financial Management, and Development of Advanced Equipment. These units and departments form part of the Group's CRMS and are represented on the Risk Committees.
Describe the mechanisms making up the risk control and management systems with respect to the process of issuing the entity's financial information (ICFRS).
Indicate at least the following, specifying the main features thereof:
F.1.1. What bodies and/or functions are responsible for: (i) the existence and maintenance of an adequate and effective internal control over financial reporting system (ICFRS); (ii) the implementation thereof; and (iii) oversight thereof.
The Board of Directors has the ultimate responsibility for the existence and maintenance of an adequate and effective Internal Control over Financial Reporting System (hereinafter "ICFRS"). For these purposes, Article 8, section 3(a), of the Company's Regulations of the Board of Directors establish as one of the non-delegable competences of this governing body the approval of the risk control and management policy, including tax risks, as well as the regular monitoring of the internal reporting and control systems.
The Group has developed an ICFRS Policy, approved by the Board of Directors on 3 March 2017 and updated on 5 May 2021, in which the managerial responsibilities, instructions and the general outline of each ICFRS component are assigned (control environment, risk assessment, control activities, reporting and communication and oversight). This policy sets forth that the Board of Directors is responsible for the existence of a proper and effective ICFRS, a task that is performed through the Audit Committee, and Senior Management is in charge of designing, implementing and operating the ICFRS. These bodies rely on each other to perform these tasks, coordinated by the Secretary of the Board of Directors.
Within the scope of these functions, the ICFRS Function fosters control awareness by promoting control requirement awareness at all organisational levels, all through ongoing monitoring and support in its work of the definition and maintenance of the documentation associated with the ICFRS, validating the design and effectiveness of the controls, and the implementation of the identified action plans.
The oversight of the ICFRS is the responsibility of the Audit Committee. In this sense, Article 40, section 6.b), of the Regulations of the Board of Directors sets forth that the Audit Committee has, among others, the responsibility to supervise and evaluate the preparation, integrity and presentation of financial and non-financial information and of the financial and non-financial risk management and control systems relating to the Company and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements and the correct application of accounting principles, as well as to review internal risk management and control systems, including tax risks, from time to time. To this end, the Audit Committee relies on the Internal Audit Department, which has rules regulating the task of overseeing the effective functioning of the internal control system.
The Group's Human Resources Department, the Organisation Department and the Board of Directors through its Executive Chairperson, are in charge of defining and modifying the organisational structure of the Group at a high level, with oversight by the Nomination and Compensation Committee. In addition, the different organisational units have the autonomy to develop and propose changes in their respective organisational structures using the criteria established by the abovementioned bodies. Any proposal for organisational change is communicated to the Group's Human Resources and Organisation Departments for validation and is registered in the Corporate Human Resources System, in its organisational management module. All Group employees can access their organisational structure, i.e. their position within the organisation and their team, through the Gestamp OneTeam tool.
For each role defined, the Human Resources and Organisation Departments have descriptions of high-level roles called "jobs" which include the managers involved in the process of drawing up the financial reports. In addition, for Group companies that are production centres where there are quality certifications, the specific jobs are described in accordance with the tasks carried out by the different people in the team at each plant. The ICFRS documentation includes a risk and control matrix where, individually for each control, both the responsible organisational structures and the owners of each of the controls have been identified in relation the financial reporting process. All this information is updated in a Corporate Governance tool called Gescompliance, developed internally in 2019 (i) to support and speed up update, design assessment and control efficacy activities, and (ii) for each ICFRS control owner or controller to be aware of its periodic tasks and functions regarding ICFRS.
Code of conduct, body that approves it, degree of dissemination and instruction, principles and values included (indicating whether the recording of transactions and the preparation of financial information are specifically mentioned), body in charge of reviewing breaches and of proposing corrective actions and penalties.
Since 2011, the Group has had a Code of Conduct which sets out the standards of ethical conduct that the Group requires from all of its employees, which is available on the Company's website.
In 2018 the Board of Directors approved the last update of the Code of Conduct to date.
In 2018, replicating the action for the initial launch in 2011, the Group implemented a dissemination plan in relation to the new Code of Conduct among employees in all jurisdictions, who were also asked to confirm receipt and read it. In addition, as part of the plan to welcome new Group employees, a copy of the Code of Conduct is provided and their adhesion is requested.
Regarding training, all Group employees and members of the Board of Directors must have carried out, at least once, the introduction course on the Code of Conduct, which may be taken in one of the following ways:
In either of the two cases, the Group requests acknowledgement from the employee or member of the Board of Directors that they have carried out the training on the Code of Conduct; with regards to face-to-face training, this documentation will consist of physical acknowledgement of receipt signed by the employee and which is filed away by the plants; and with regards to online training, the system itself requests confirmation from the user that they have carried out the course on the Code of Conduct.
In addition, during 2023, all Group employees received training on Equality and on the Sexual Harassment Prevention Protocol.
In relation to the financial information, there is a section in the Code on "Integrity towards our shareholders and business partners", which establishes that acting responsibly and with transparency goes hand in hand with protecting value. All employees create value for the shareholders when they put the company's interests first, when they ensure that business records are accurate and when they properly protect the company's resources, its information and assets. More specifically, this section includes a rule corresponding to "Information management", which explicitly indicates that the honest, accurate and objective collection and presentation of information, whether financial or of any other kind, is essential for the Group. Therefore, an employee of the Group:
The Ethics Committee is the body responsible for analysing non-compliances of the Code of Conduct, studying complaints and proposing remedial actions and sanctions. Its duties and governance are set out in the Regulations of the Ethics Committee. Members of senior management and an external advisor make up the Committee. It reports directly to the Board of Directors through the Audit Committee.
Whistleblowing channel that makes it possible to report any irregularities of a financial or accounting nature to the audit committee, as well as any possible breach of the code of conduct and irregular activities at the organisation, specifying, if appropriate, whether it is confidential and, if possible, allowing to make
anonymous communications, respecting the rights of those reporting or being reported.
The Group has a complaints channel for the receipt of notifications and/or complaints regarding irregular conduct or activities arising from any breach of the principles and ethical rules of the Code of Conduct of a financial and accounting nature and any other irregular activities that may occur within the Group. This channel has the following channels of communication in which the confidentiality of the process and the rights of the persons reporting in good faith and of the persons reported are guaranteed.
Both the Compliance Office mailbox and the SpeakUp line are available at the Group's intranet and website. All complaints are assessed by the Compliance Office, which reports directly to the Ethics Committee, gathering the information deemed necessary to determine the advisability of an investigation process. If the information and indications obtained suggest the possible existence of an irregularity, regardless of whether they have been received through the Complaints Channel or by any other means, the matter is investigated and, where appropriate, the necessary measures are adopted.
In 2023, for the purposes of verifying if the channels of communication complied with Law 2/2023, on whistleblower protection, which enacts Directive (EU) 2019/1937 in Spanish Law, a Gap Analysis was conducted in collaboration with an external consultant.
Said Law establishes a series of minimum requirements that must be met by the various internal reporting channels through which individuals can report, within a work setting, any violations of EU Law.
Based on the results of the analysis performed by the external consultant, an action plan was drawn up and completed before the end of the year.
The plan included the following actions:
Both documentsreplace the regulation on the whistle-blowing channels available within the Group that was contained to date in the Ethics Committee Regulations, and are available on Gestamp's intranet and website. The main updates are:
possible to make complaints like this de facto).
The Group formalised its commitment to collaborate and cooperate with the authorities and judicial and administrative bodies in relation to the investigation of alleged criminal acts that may be committed within the Group.
The Audit Committee receives a periodic report on the complaints made through the Reporting Channel, the investigations carried out and, where appropriate, the measures adopted.
In 2023, 129 communications were received through the diverse available channels: 6 reports were received through the Delegates, 46 directly through the Compliance Office mailbox and 77 through the Speak Up Line.
Of the 129 communications received, 3 were questions about the contents of the Code of Conduct, which were solved, and the remaining 126 were reports related to possible breaches of the Code of Conduct. Of these latter, 12 reports were dismissed because the reported events were not deemed to represent breaches of the Code of Conduct or irregularities. None of the reports submitted are related to the reliability of financial information and, therefore, it was not necessary to carry out any investigation or take corrective measures in this area.
Regular training and update programmes for personnel involved in the preparation and review of financial information, as well as in the evaluation of the ICFRS, covering at least accounting standards, auditing, internal control, and risk management.
Gestamp has a global training and development policy in place that ensures a robust and effective process for comprehensively acquiring and transferring knowledge and responds to current and future business needs. Training is an essential element for the adaptation of new professionals to Gestamp and the correct performance of their jobs, as well as to keep the Group's employees up to date in terms of the changes that may occur both in the Group itself and in the environment and sphere where it carries out its activities.
As proof of its commitment to training, and in particular regarding economic and financial matters, in 2023, Gestamp provided the following hours of training:
As part of the training offer, there are technical training actions aimed at the business, as well as specific training and refresher programmes on regulatory developments regarding the preparation and oversight of financial reporting, and also regarding the ICFRS.
Every year the Training & Development corporate department prepares a training plan in cooperation with each area, which includes the different training actions aimed at members of the Group's Financial Management area, as well as the teams and those in charge of the financial areas in each country and Group organisation unit.
The contents of the training sessions for the Group's personnel involved in processes related to the preparation of financial information throughout financial year 2023 focused primarily on finance, analysis of financial statements, budget flows and the GesCompliance internal control tool, as well as our criminal risk prevention model.
Furthermore, a financial training module was included in the Future Plant Director Development Programme taught by the Hult business school to develop a strong understanding of Gestamp's financial targets and metrics and the actions that can be taken to influence them.
In addition, Annual Training Plan for members of the Board of Directors included training on the criminal risk prevention model via Gestamp Global Learning.
Finally, the staff involved in the evaluation of the ICFRS is kept up to date on new developments in Risk Management and Internal Control, especially of financial information, on training on the use of the GesCompliance tool and the importance of the ICFRS for the Group, and evaluations of the effectiveness and design of its controls are carried out. In relation to this training, the ICFRS function has additionally provided around 150 hours of training to more than 393 users of the tool.
Indicate at least the following:
The Group bases its process to identify error or fraud risks in financial information on the COSO framework (Committee of Sponsoring Organizations for the Commission of the Treadway Commission), implementing practices aimed at designing and maintaining an internal control system that provides reasonable assurance with regard to the reliability of the regulated financial information.
As referred to in section F.1.1, the Group has an ICFRS Policy that comprises, among other matters, the ICFRS description, objectives, roles and responsibilities, the methodology for implementing the system for internal control over financial reporting and also the process to identify error or fraud risks in financial reporting. Based on this methodology, the scope matrix of the ICFRS was defined.
The scope matrix for the ICFRS, which is updated on an annual basis, after the consolidated financial statements have been prepared, aims to identify the accounts and disclosures that have significant associated risks and which could have a potential material impact on financial reporting. It also establishes the processes to review regarding its design and effectiveness in each country where the Group operates.
During the 2023 financial year, the Group has updated the identification of financial reporting risks by analysing the information contained in the Group's audited consolidated annual accounts as of 31 December 2022, selecting the most relevant financial statements and significant disclosures based on quantitative (materiality) and qualitative criteria (assessment of the level of risk of each process, external auditor's opinion, strength of the systems, seniority of the company in the Group, etc.). The 2023 ICFRS scope matrix was approved by the Audit Committee on 9 May 2023.
Whether the process covers all the objectives of financial reporting (existence and occurrence; integrity; assessment; presentation, breakdown and comparability, and rights and obligations), whether it is updated, and how often.
For each of the significant accounts and breakdowns, the critical processes and subprocesses associated with them are defined, and the risks that could generate errors and/or fraud in the financial information are identified, covering all financial reporting objectives (existence and occurrence; completeness; valuation; presentation and disclosure; and rights and obligations).
The existence of a process for the identification of the scope of consolidation, taking into account, among other matters, the possible existence of complex corporate structures, holding entities, or special purpose entities.
With regard to the scope of consolidation, the Executive Chairperson, the Group's Legal Director, the Tax Consultancy Director and the Financial Management hold meetings as the Finance and Tax Committee, where they address issues relating to, among others, the impact of purchases or disposals made by companies in which the Company has direct or indirect interests, as well as the changes in those interests. Similarly, the Committee identifies the need to undertake specific corporate operations, such as incorporations, mergers, divisions or the winding-up of companies that form part of the Group.
The conclusions approved by the Finance and Tax Committee in the area of company acquisitions and disposals or the performance of company operations are initially compiled by the Group's Legal Department, which is in charge of drawing up the legal documentation required. In addition, Gestamp Group's Legal Department validates, registers and, in the case of physical securities, has the custody of the securities representing interests in the share capital of the companies in which Gestamp Group has an interest and, in particular, in which the consolidation scope is determined. Additionally, the Legal Department informs the Consolidation Team of any company acquisition or disposal, as well as any interest in them, and any corporate operation that may affect the scope of consolidation. This is done at least on the date on which such operation becomes effective.
Based on the information received by the Finance and Tax Committee and by the Legal Department, the Department Responsible for Consolidation in the Group's Economic-Finance Department updates the scope of consolidation on the consolidation application used by the company. Furthermore, on a quarterly basis, this information is compared with that contained in the consolidation reporting package that each Group company sends to carry out the quarterly consolidation.
The process takes into account the effects of other types of risks (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements.
As mentioned in section E.1., the Group has a CRMS Policy that is aimed at establishing the basic principles, guidelines and the general framework for action to ensure that the risks that may affect the implementation of the Group's strategies and goals are identified, analysed, assessed, managed and controlled systematically, with homogeneous criteria and within the risk levels accepted by the Group itself.
The CRMS Policy is inspired in the following reference frameworks:
This Policy, containing five financial and non-financial risk categories (strategic, operational, reporting, compliance and financial), is applicable to all Group companies. Reporting risks include those related to the reliability in the preparation, collection and presentation of financial and non-financial information, both internal as well as external, relevant to the Group.
These risks relate to all the Group's activities, processes, projects and lines of business in all geographical areas where it conducts business, including, among others, operational, technological, financial, legal, tax, environmental, social, political and reputational risks, as well as those related to corruption, also including contingent liabilities and other off-balance sheet risks as part of financial risks.
Following the update of the Risk Map, which is analysed every year, it is verified that the risks that could have an impact on the financial information drafting processes or on the reliability of it are provided for in the ICFRS model. This is done to analyse the need to include additional processes or controls in said model and/or in the matrix scope for the following financial year.
What governance body of the entity supervises the process.
Responsibility for the oversight of the ICFRS effectiveness and the CRMS lie with the Audit Committee through the Internal Audit Management, as established in Article 40 of the Regulations of the Company's Board of Directors.
As indicated in previous sections, the Audit Committee approved the ICFRS scope matrix on 09 May 2023 as a means of supervising this risk assessment process and determining that the process of identifying, assessing and monitoring the Group's risks and, in particular, the measures aimed at identifying material risks in relation to financial reporting, is appropriate and sufficient.
Indicate whether at least the following are in place and describe their main features:
F.3.1. Procedures for review and authorisation of financial information, and description of the ICFRS to be published in the securities market, indicating the persons or divisions responsible therefor, as well as documentation describing the flows of activities and controls (including those relating to risk of fraud) of the various types of transactions that could materially affect the financial statements, including the closing process and the specific review of significant judgements, estimates, assessments, and projections.
The Group performs regular reviews of the financial reports drawn up and also of the description of the ICFRS in accordance with different levels of responsibility, which aim at ensuring the quality of the information.
The Group's Economic-Finance Department draws up consolidated financial statements on a quarterly basis (consolidated accounts and interim financial statements) and submits them for review by the Executive Chairperson, who then proceeds to approve them. The quarterly authorisation and review procedures, as well as the annual preparation, ends up with the submission to the Audit Committee by the Financial Management and, ultimately, the approval by the Board of Directors.
In 2023, pursuant to the ICFRS scope matrix, the ICFRS Function continued to
update and define the risk and control matrix, which includes the business processes identified as key and material in preparing financial information in all the countries in which the Group operates, to design and implement the control matrix at the plants included in the scope matrix, and to perform the annual assessment of controls. The controls that mitigate the error or fraud risks regarding financial reporting and which affect these processes are identified in said matrix. Specifically, the key processes of the Group for which there are defined ICFRS risk and control matrices are the following:
These processes/subprocesses cover the different types of transactions which may materially affect the financial statements (purchases, sales, staff costs, stock, fixed assets, collection and payment management, etc.), specifically including the accounting closing, reporting and consolidation processes, as well as all of those that are affected by significant judgements, estimates, assessments, and projections.
The documentation in each of the processes comprises:
For each control, the following have been identified:
The Group launched an ongoing process for updating the internal control system which guarantees the quality and reliability of financial information, not merely limiting itself to yearly or half-yearly financial reports. The coordination of updating the processes and activities falls to the Group's Internal Audit Department with the support of all levels of the Group: Plants, Divisions and Corporate Directions.
For that purpose, among other measures, as mentioned in section F.1.2, in 2019, the Group implemented in all Group plants and countries where risk and control matrixes had already been defined a specific tool developed internally, Gescompliance, which allows making a continuous process for the update, assessment and oversight of the correct ICFRS operation, ensuring its reasonable reliability under a single centralised environment. This tool contributes to strengthening the internal control at all levels of the organisation, facilitating the effectiveness evaluation process and the control designs, as well as monitoring the action plans.
Thus, during 2023, the process of evaluation of key controls by owners and supervisors of key controls has been carried out in all companies and countries included in the 2023 ICFRS scope matrix. Prior to the evaluation of the controls, training is provided to the users of the tool, owners of the controls and those involved in the evaluation of ICFRS controls, in order to ensure the correct implementation of the controls and their proper recording in the tool.
With regard to the relevant judgements, estimates and forecasts, the assumptions and calculations are made by the Group's Economic and Financial Department and the local Economic and Financial and Divisional Controlling Departments. To do so, they use information, such as the budgets for the coming financial years and the strategic plans, which the different Group companies report through a shared platform that is managed by the Group's Controlling Department. In certain cases (such as the valuations of fixed assets and actuarial study calculations), the information provided by specialists external to the Group is also used. The most significant judgements, estimates and projections are validated prior to the process for approval of the consolidated financial statements.
F.3.2. Policies and procedures of internal control over reporting systems (including, among others, security of access, control of changes, operation thereof, operational continuity, and segregation of duties) that provide support for the significant processes of the entity in connection with the preparation and publication of financial information.
The Group has internal control policies and procedures on the information systems supporting the relevant processes, including the preparation and review process for financial reporting.
In the process to identify technological risks that may affect the confidentiality, integrity and availability of financial information, the Group identifies what systems and applications are relevant in each of the areas or processes considered significant. The systems and applications identified include both those that are directly used to prepare the financial information and those that are relevant for the effectiveness of the controls that mitigate the risk of errors arising therein.
Taking into account this information, the Plan of Business Continuity of Information Systems is reviewed on a yearly basis. This plan establishes action plans for mitigating the risks arising from information system dependency that could affect the achievement of business objectives.
Generally speaking, the following controls exist to provide the Group with reasonable assurance concerning the internal control of reporting systems:
The controls on the information technology implemented in the area of financial systems are validates every year in order to ensure their effectiveness. Any incidents identified are evaluated and the appropriate measures adopted to correct them in the time and manner established.
F.3.3. Internal control policies and procedures designed to supervise the management of activities outsourced to third parties, as well as those aspects of assessment, calculation, or valuation entrusted to independent experts, which may materially affect the accounts.
The Group does not usually have activities outsourced to third parties which may materially affect the financial statements. In any case, when the Group outsources certain work to third parties, it ensures the subcontracted company has the technical skills required, independence, competence and solvency.
In financial year 2023, the only relevant activity outsourced to third parties with an impact on the financial statements was the use of independent experts for support in the valuation of fixed assets and actuarial calculations, although they did not have a material effect on the financial information. This activity was performed by a prestigious firm that was validated as having the necessary competences by personnel in the Group and supervised by Management, which verified the key assumptions used by the external party, along with the reasonableness of the conclusions.
Indicate whether at least the following are in place and describe their main features:
F.4.1. A specific function charged with defining and updating accounting policies (accounting policy area or department) and with resolving questions or conflicts arising from the interpretation thereof, maintaining fluid communications with those responsible for operations at the organisation, as well as an updated accounting policy manual that has been communicated to the units through which the entity operates.
Within the Group's Economic-Finance Department, there is Department Responsible for Consolidation (hereinafter, "Consolidation Team"). The functions assigned to said team, specifically established in the Group's Criteria and Accounting Policies Manual, include a team update, which must be undertaken at least once per year.
This Manual includes the main policies applicable to the Group's operations, as well as the criteria that are to be followed by those in charge of recording the financial information, examples of its application and the chart of accounts for consolidation. The last update was in November 2023.
In addition, there is another department in the Economic-Finance Department that is responsible for the design and definition of the financial processes to be applied in companies using the Corporate ERP. This Function is in charge of reflecting the accounting policies established in the Group's Criteria and Accounting Policies Manual in this system.
If those in charge of recording the Group's financial information have any queries about how to proceed with regard to daily transaction accounting, the responsibility for resolving queries in relation to these processes lies with the Department Responsible for the Design and Definition of Financial Processes, whereas any queries regarding accounting policies are resolved by the Consolidation Team, as stated in the Manual. This centralisation of query resolution allows for increased standardisation of criteria.
The information required to update the Criteria and Accounting Policies Manual is received by the Consolidation Team through different channels: communications from the ICAC (the Spanish Accounting and Auditing Institute) (for modifications to the Spanish National Chart of Accounts, the IFRS or the IAS), by reviewing information alerts sent by the external auditor, tax updates it receives from the tax advisor or through participation in training sessions given by prestigious
In order to keep all persons in charge of recording financial information throughout the Group informed of any possible modifications that arise in the Accounting Criteria and Policies Manual, the Consolidation Team informs them regularly about any new standards that should be applied and sends such Manual on an annual basis along with the closing consolidation reporting package.
F.4.2. Mechanisms to capture and prepare financial information with standardised formats, to be applied and used by all units of the entity or the group, supporting the principal accounts and the notes thereto, as well as the information provided on the internal control over financial reporting system.
All Group companies report the financial information in a consolidation reporting package with a standardised format established by the Consolidation Team. This package includes the information structure required to then proceed to add it.
The Consolidation Team has a master in which each account in the local consolidation chart of accounts is associated with the corporate ERP accounts. This association is customised in the Group's consolidation application by the Function charged with the Design and Definition of Financial Processes within the Group's Economic-Finance Department.
Once the Consolidation Team has received the information from the different companies, it verifies that it coincides with the chart of accounts established for the Group and with the Group's Criteria and Accounting Policies Manual and proceeds to upload this information onto the Group's consolidation application.
Regarding the information in the disclosures in the report, in order to draw up the consolidated Financial Statements, the Consolidation Team uses the information reported by the different companies in the reporting packages as a source. Based on this data and the information from the whole Group, it consolidates and draws up the consolidated interim and annual accounts (financial statements and notes) and creates the notes to the financial statements. The Consolidation Team ensures that the information in the consolidation application matches the detailed information extracted to draw up the disclosures, and also that the information in the detail of the notes matches the detailed information extracted to draw up the notes.
Finally, the capture and preparation of the information provided regarding the ICFRS is centralised in the ICFRS Function in coordination with the departments involved. This description is formally validated by these Departments. This process concludes with the approval of the Annual Corporate Governance Report as a whole by the Board of Governors.
Indicate and describe the main features of at least the following:
F.5.1. The activities of overseeing the internal control over financial reporting system (ICFRS) performed by the audit committee, and also whether or not the entity has an internal audit function whose duties include providing support to the committee in its task of overseeing the internal control system, including the ICFRS. Information is also to be provided concerning the scope of the assessment of the ICFRS performed during the financial year and on the procedure whereby the person or division charged with performing the assessment reports the results thereof, whether the entity has an action plan in place describing possible corrective measures, and whether the impact thereof on financial information has been considered.
As indicated in section F.1.1, the Audit Committee is responsible for overseeing and periodically reviewing the internal control systems and overseeing and assessing the financial and non-financial reporting process, with the support of the Internal Audit Department, which reports directly to the Audit Committee and also reports to the Secretary of the Board.
Some of the duties of the Internal Audit Management are supporting the Audit Committee in overseeing the correct functioning of the ICFRS, reporting the conclusions obtained from its reviews through the regular appearances of the Internal Audit Department at Audit Committee meetings during the financial year. Those conclusions include potential impact and limitations to the scope that may arise while performing the audits, detected weaknesses, recommendations and action plans defined and agreed with the different areas, so as to resolve them, as well as following-up their implementation to ensure that weaknesses have been resolved. At the end of each year, the Internal Audit Management provides the Audit Committee with a report on the activities performed during the year.
The Internal Audit Management is in charge of preparing on an annual basis and executing the Internal Audit Plan. This plan is presented for approval by the Audit Committee, which ensures that the Internal Audit activity focuses mainly on significant risks, as regulated by Article 40 of the Regulations of the Board of Directors. Thus, the 2023 Internal Audit Plan was approved on 21 February 2023 by the Audit Committee.
On 9 May 2023, the Audit Committee approved the ICFRS scope matrix defined by the ICFRS Function, as indicated in section F.2.1., and supervised the progress of tasks performed in relation to ICFRS (including documentation updates, evaluations on the efficacy and design of key controls and implementation of the identified action plans) through reports submitted by the Internal Audit Department at meetings held on 21 February, 9 May, 21 July, 7 November and 14 December 2023.
In 2023, pursuant to the Audit Plan and the ICFRS scope matrix, overall audits were performed on key processes deemed a priority in relation to the reliability of financial information, bearing in mind the existing risks, as well as specific operations, strategic and compliance audits, including the following activities:
Auditing of key processes related to strategic transformation initiatives.
The scope of these audits includes the geographic regions where the Group operates: Europe, North America, Asia and Latin America.
In the audits, action plans aimed at strengthening the internal control system were established. The results of the audits have been periodically reported to the Audit Committee.
As such, the Audit Committee, in accordance with its duties, includes in its activity report the tasks it has undertaken under its role of overseeing the Internal Control System during 2023. Among other aspects, the 2023 activity report includes the functions referred to in section C.2.1. of this report.
F.5.2. Indicate whether there is a discussion procedure whereby the auditor (pursuant to TAS), the internal audit function and other experts can report any significant internal control weaknesses encountered during their review of the financial statements or other reviews they have been engaged to perform to the company's senior executives and its Audit Committee or Board of Directors. State also whether the entity has an action plan to correct or mitigate the weaknesses identified.
Article 40 of the Regulations of the Board of Directors govern the duties of the Audit Committee to protect the independence and efficacy of the Internal Audit Function, to regularly receive information on the activities of the Internal Audit Department, to verify whether senior management takes into account the conclusions and recommendations in its reports and to discuss with the auditor of the financial statements any significant weaknesses in the internal control system detected in the course of the audits, without ever compromising its independence. To this end, and where applicable, recommendations and proposals, together with the relevant follow-up deadlines, may be submitted to the board of directors.
In accordance with the process established for such purpose, any significant internal control weaknesses that have been detected by the auditors of the financial statements in the course of their work are formally reported in writing to Management, which defines any action plans to be implemented to mitigate the internal control weaknesses detected and subsequently presents them to the Audit Committee.
Thirteen meetings of the Audit Committee were held in 2023.
External auditors attended five Audit Committee meetings to communicate, among other matters, the provisional status of the audit work done on the Group's financial statements and the main findings detected, including any areas for improvement in internal control detected, which, without being significant weaknesses, were deemed to be potentially useful. The Internal Audit Department has participated in 8 Audit Committee meetings, presenting, among other matters, the degree of progress of the work undertaken in relation to the ICFRS, as well as the internal control weaknesses identified in the course of said work and the rest of the audits performed during the year.
There is no relevant information to highlight with respect to the ICFRS implemented in the Group that has not been disclosed in the previous sections of this Section F.
Indicate:
F.7.1. Whether the ICFRS information reported to the markets has been submitted for review by the external auditor. If so, the related report should be included in the corresponding report as an Appendix. If not, give reasons why.
The ICFRS Function monitors the ICFRS continuously, validating its design and control efficacy.
In addition, the Internal Audit Management, with the supervision of the Internal Audit Committee, reviews ICFRS requirements and procedures. These tasks are supplemented by the contributions made by the external auditor in relation to the identification of any internal control weakness during external audit tasks.
These oversight activities are deemed appropriate and sufficient; therefore, it was not deemed necessary in 2023 to submit ICFRS information to an additional external review.
State the company's degree of compliance with the recommendations of the Good Governance Code for Listed Companies.
If the company does not comply with any recommendation or follows it partially, there must be a detailed explanation of the reasons providing shareholders, investors, and the market in general with sufficient information to assess the company's course of action. Generalised explanations will not be acceptable.
1. The bylaws of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles to the takeover of the company by means of share purchases on the market.
Complies ☒ Explain □
2. If the listed company is controlled, in the sense of Article 42 of the Code of Commerce, by another entity, whether listed or not, and has, directly or through subsidiaries, business relations with said entity or any of its subsidiaries (other than those of the listed company) or undertakes activities related to any of them, provide accurate and public information on:
a) The respective areas of activity and possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries.
b) The mechanisms in place to resolve possible conflicts of interests.
Complies ☒ Partly complies □ Explain □ Not applicable □
Notwithstanding the legal obligations to disseminate privileged information and other types of regulated information, the company should also have a general policy regarding the disclosure of economic-financial, non-financial and corporate information through the channels it deems appropriate (communication media, social networks or other channels), contributing to maximizing the dissemination and quality of the information available to the market, investors and other stakeholders.
Complies ☒ Partly complies □ Explain □
5. The board of directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding 20% of capital at the time of such delegation.
When the board approves the issuance of shares or convertible securities without preemptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.
Complies ☒ Partly complies □ Explain □
Complies □ Partly complies ☒ Explain □
The Company's Ordinary General Shareholders' Meeting held on 9 May 2023 was broadcast live over Gestamp's website. In relation to the delegation or exercise of voting rights by telematic means, the Company did not consider it to be necessary to establish these mechanisms. When future General Shareholders' Meetings are prepared and organised, the possibility of establishing telematics delegation and voting mechanisms will be assessed.
8. The Audit Committee should ensure that the financial statements submitted by the Board of Directors to the General Shareholders' Meeting are prepared pursuant to accounting regulations. In the cases in which the auditor includes a qualification in its audit report, the chairperson of the audit committee should clearly explain at the general shareholders' meeting the opinion of the audit committee on its contents and scope, making a summary of such opinion available to shareholders at the time of convening the meeting, along with the rest of the board's proposals and reports.
Complies ☒ Partly complies □ Explain □
9. The company should disclose on its website, on an ongoing basis, its conditions and procedures for admitting share ownership, the right to attend general meetings and the exercise or delegation of voting rights.
Such conditions and procedures should encourage shareholders to attend and exercise their rights and be applied in a non-discriminatory manner.
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
| Complies □ | Partly complies □ | Explain □ | Not applicable ☒ |
|---|---|---|---|
| ------------ | ------------------- | ----------- | ------------------ |
11. In the event that the company plans to pay for attendance at the general shareholders' meeting, it should first establish a general, long-term policy in this respect.
| Complies □ | Partly complies □ | Explain □ | Not applicable ☒ |
|---|---|---|---|
| ------------ | ------------------- | ----------- | ------------------ |
12. The board of directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interest, understood as the creation of a profitable business that promotes its sustainable success over time, while maximising its economic value.
In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to principles of good faith, ethics and respect for commonly accepted customs and good practices, but also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and other stakeholders, as well as with the impact of its activities on the broader community and the natural environment.
Complies ☒ Partly complies □ Explain □
13. The board of directors should have an optimal size to promote its efficient functioning and maximise participation. The recommended range is accordingly between five and fifteen members.
Complies ☒ Explain □
14. The Board of Directors must approve a policy for selecting directors that provides for a suitable number of members and which:
a) is specific and allows for verification;
b) ensures that any proposed appointments or reappointments are based on a preliminary analysis of the duties required of the Board of Directors; and
c) promotes a diversity of knowledge, experience, age and gender. For this purpose, the measures promoting a significant number of female high executives at the company are deemed gender-diversity measures.
The results of the prior analysis of competences required by the board should be written up in the Nomination Committee's explanatory report, to be published when the general shareholders' meeting is convened to ratify the appointment or re-election of each director.
The Nomination Committee should run an annual check on compliance with this policy
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and set out its findings in the annual corporate governance report. Complies ☒ Partly complies □ Explain □
15. Proprietary and independent directors should constitute an ample majority on the board of directors, while the number of executive directors should be the minimum practical bearing in mind the complexity of the corporate group and the ownership interests they control. The number of female directors should represent at least 40% of the members of the board of directors by the end of 2022. Prior to that, it should not be below 30%.
Complies □ Partly complies ☒ Explain □
Proprietary Directors (4) and Independent Directors (7) make up the vast majority of Gestamp's Board of Directors, with the number of Executive Directors (1) being the necessary number given the complexity of the Gestamp Group. Proprietary Directors make up 30.77%, Independent Directors 53.85%, Executive Directors 7.69% and Other External Directors 7.69%.
However, the number of female Directors still does not represent the 40% of the Board of Directors established in this Recommendation, but rather 30.8%. Notwithstanding the foregoing, since financial year 2019, three of the four vacancies that have arisen on the Board of Directors of the Company have been filled by women. This complies with the Board of Directors' Diversity and Selection Policy which, in order to achieve a balanced presence of women and men in its composition, states that the Board of Directors must ensure that the Company's diversity measures encourage a significant number of women in senior management positions, and with the measure adopted under the Action Plan resulting from the annual evaluation of the Board of Directors, consisting in continuing to promote diversity on the Board of Directors and, thus, the appointment of female directors.
16. The percentage of proprietary directors out of all non-executive directors should be no greater than the proportion between the ownership stake of the shareholders they represent and the remainder of the company's capital.
This criterion can be relaxed:
$$\begin{array}{ccc} \text{Complies } \boxtimes & \multimap & \multimap \end{array}$$
17. Independent directors should represent at least half of all board members.
However, when the company does not have a large market capitalisation, or when a large cap company has shareholders individually or concertedly controlling over 30 % of capital, independent directors should occupy, at least, a third of board places.
$$\text{Complies } \boxtimes \qquad \qquad \qquad \text{Explain } \square$$
Complies ☒ Partly complies □ Explain □ Not applicable □
21. The board of directors should not propose the removal of independent directors before the expiry of their tenure as mandated by the bylaws, except where they find just cause, following a report by the nomination committee. In particular, just cause will be presumed when directors take up new posts or responsibilities that prevent them allocating sufficient time to the position of board member, or are in breach of their fiduciary duties or come under one of the disqualifying grounds for classification as independent enumerated in the applicable legislation.
The removal of independent directors may also be proposed when a takeover bid, merger or similar corporate transaction alters the company's capital structure, provided the changes in board membership ensue from the proportionality criterion set out in recommendation 16.
Complies ☒ Explain □
22. Companies should establish rules obliging directors to inform and, as applicable, resign in the event of situations affecting –whether or not related to their performance at the company itself– and impairing the company's credit and reputation and, in particular, requiring them to advise the Board of Directors about any criminal charges brought against them and the progress of any proceedings. Whenever the board is informed or otherwise becomes aware of any of the situations mentioned in the previous paragraph, it must examine the case as soon as possible and, taking into account the specific circumstances, decide, following a report from the Nomination and Compensation Committee, whether it should adopt any measure, such as opening an internal investigation, requesting the resignation of the director or proposing his/her removal. In addition, the matter should be reported in the Annual Corporate Governance Report, unless it is justified by special circumstances, which must be recorded in the minutes. This is notwithstanding the information that the Company may be required to disclose, if appropriate, at the time of adopting the relevant measures.
$$\begin{array}{ccc} \text{Complies } \boxtimes & \text{array complexes } \Box \end{array}$$
23. All directors should express their clear opposition when they feel a proposal submitted for the Board's approval might damage the corporate interest. In particular, independents and other directors not subject to potential conflicts of interest should strenuously challenge any decision that could harm the interests of shareholders lacking board representation.
When the Board makes material or reiterated decisions about which a director has expressed serious reservations, then he/she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next recommendation.
The terms of this recommendation also apply to the Secretary of the Board, director or otherwise.
Complies ☒ Partly complies □ Explain □ Not applicable □
24. When either through resignation or by agreement of the General Shareholders' Meeting, a director leaves his post before the end of his mandate, he should explain the reasons for his/her resignation or, in the case of non-executive directors, his/her opinion on the grounds for his/her dismissal by the board, in a letter sent to all members of the Board of Directors.
Even if said events are reported in the Annual Corporate Governance Report, provided that they are important for investors, the Company should publish the dismissal as soon as possible, including sufficient reference to the reasons or circumstances given by the director.
Complies ☒ Partly complies □ Explain □ Not applicable □
25. The Nomination Committee should ensure that non-executive directors have sufficient time available to perform their responsibilities effectively.
The regulations of the board of directors should lay down the maximum number of company boards on which directors can serve.
Complies ☒ Partly complies □ Explain □
26. The board should meet with the necessary frequency to properly perform its functions, eight times a year at least, in accordance with a calendar and agendas set at the start of the year, to which each director may propose the addition of initially unscheduled items.
Complies ☒ Partly complies □ Explain □
27. Director absences should be kept to a strict minimum and quantified in the annual corporate governance report. In the event of absence, directors should delegate their powers of representation with the appropriate instructions.
Complies ☒ Partly complies □ Explain □
28. When directors or the secretary express concerns about some proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the meeting, they should be recorded in the minute book if the person expressing them so requests.
Complies ☒ Partly complies □ Explain □ Not applicable □
29. The company should provide suitable channels for directors to obtain the advice they need to carry out their duties, extending if necessary to external assistance at the company's expense.
Complies ☒ Partly complies □ Explain □
30. Regardless of the knowledge directors must possess to carry out their duties, they should also be offered refresher programmes when circumstances so advise.
Complies ☒ Explain □ Not applicable □
31. The agendas of board meetings should clearly indicate on which points directors must arrive at a decision in order for them to study the matter beforehand or gather together the material they need.
For reasons of urgency, the chairperson may wish to present decisions or resolutions for board approval that were not on the meeting agenda. In such exceptional circumstances, their inclusion will require the express prior consent, duly recorded in the minutes, of the majority of directors present.
| Complies ☒ Partly complies □ Explain □ |
|---|
| ---------------------------------------------- |
32. Directors should be regularly informed of movements in share ownership and of the views of major shareholders, investors and rating agencies on the company and its group.
| Complies ☒ Partly complies □ |
Explain □ |
|---|---|
| --------------------------------- | ----------- |
33. The chairperson, as the person charged with the efficient functioning of the board of directors, in addition to the functions assigned by law and the company's bylaws, should prepare and submit to the board a schedule of meeting dates and agendas; organise and coordinate regular evaluations of the board and, where appropriate, the company's chief executive officer; exercise leadership of the board and be accountable for its proper functioning; ensure that sufficient time is given to the discussion of strategic issues, and approve and review knowledge refresher courses for each director, when circumstances so advise.
Complies ☒ Partly complies □ Explain □
34. When a coordinating independent director has been appointed, the bylaws or regulations of the board of directors should grant him or her the following powers over and above those conferred by law: chair the board of directors in the absence of the chairperson or vice-chairpersons, if they exist; give voice to the concerns of non-executive directors; maintain contacts with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the company's corporate governance; and coordinate the chairperson's succession plan.
Complies ☒ Partly complies □ Explain □ Not applicable □
35. The board secretary should strive to ensure that the board's actions and decisions are informed by the good governance recommendations contained in this Good Governance Code that are of relevance to the company.
Complies ☒ Explain □
The evaluation of board committees should start from the reports they send the board of directors, while that of the board itself should start from the report by the Nomination Committee.
Every three years, the board of directors should engage an external facilitator to aid in
the evaluation process. This facilitator's independence should be verified by the Nomination Committee.
Any business dealings that the facilitator or members of its corporate group maintain with the company or members of its corporate group should be detailed in the annual corporate governance report.
The process followed and areas evaluated should be detailed in the annual corporate governance report.
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
37. If there is an executive committee, it should comprise at least two non-executive directors, being at least one of them independent, and the secretary must be that of the Board of Directors.
Complies □ Partly complies □ Explain □ Not applicable ☒
38. The board should be kept fully informed of the business transacted and decisions made by the executive committee. To this end, all board members should receive a copy of the minutes of executive committee meetings.
Complies □ Partly complies □ Explain □ Not applicable ☒
39. All members of the Audit Committee as a whole, and particularly its chairperson, should be appointed taking into account their knowledge and experience in accounting, auditing and both financial and non-financial risk management.
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
40. There should be a unit in charge of the internal audit function, under the supervision of the audit committee, to monitor the effectiveness of reporting and internal control systems. This unit should report functionally to the board's non-executive chairperson or the chairperson of the audit committee.
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
41. The head of the unit assuming the internal audit function should submit its annual work plan to the Audit Committee for approval by the latter or the Board of Directors; it should report its implementation directly, including any incidents and scope limitations arising in the course of its work, the results and follow-up of its recommendations and should submit an activity report at the end of each year.
| Complies ☒ | Partly complies □ | Explain □ | Not applicable □ |
|---|---|---|---|
a) Supervise the preparation and integrity of both financial and non-financial reporting and of the control and financial and non-financial risk management systems relating to the Company, and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements, the proper determination of the consolidation scope and the correct application of accounting principles.
b) Ensure the independence of the unit handling the internal audit function; propose the selection, appointment and removal of the head of the internal audit service; propose the budget for such service; approve or propose to the board the approval of the guidelines and annual work plan regarding internal audit, ensuring that it focuses primarily on the main risks (including reputational risks); receive regular report-backs on its activities; and verify that senior management are acting on the findings and recommendations of its reports.
c) Establish and oversee a mechanism whereby employees and other people related to the Company, such as directors, shareholders, suppliers, contractors or subcontractors, are able to report potentially important irregularities, including financial, accounting or other irregularities, in relation to the Company, as noticed within the Company or its Group. Said mechanism should guarantee confidentiality, and in every case, provide for situations where reports can be filed anonymously, respecting the rights of both the reporting and the reported parties.
d) Ensure in general that the policies and systems established regarding internal control are effectively applied in practice.
2. With regard to the external auditor:
a) Investigate the issues giving rise to the resignation of the external auditor, should this come about.
b) Ensure that the remuneration of the external auditor does not compromise its quality or independence.
c) Ensure that the company notifies any change of auditor to the CNMV, accompanied by a statement of any disagreements arising with the outgoing auditor, if any, and the related reasons.
d) Ensure that the external auditor holds a meeting on an annual basis with the full Board of Directors to inform them about the work carried out and the evolution of the accounting and risk situation of the Company.
e) Ensure that the Company and the external auditor respect the regulations in force regarding the provision of services other than auditing services, the limits on the auditor's concentration of business and, in general, any other regulations regarding the independence of auditors.
Complies ☒ Partly complies □ Explain □
43. The audit committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior officer.
Complies ☒ Partly complies □ Explain □
44. The audit committee should be informed of any fundamental changes or corporate transactions the company is planning, so the committee can analyse the operation and report to the board beforehand on its economic conditions and accounting impact and, when applicable, the exchange ratio proposed.
$$\text{Complies } \boxtimes \qquad \text{Partly compifies } \supset \qquad \text{Explain } \supset \ \qquad \qquad \text{Not applicable } \supset$$
45. The risk control and management policy should identify or determine at least:
a) The different types of financial and non-financial risk (including operational, technological, legal, social, environmental, political and reputational risks, as well as those relating to corruption) faced by the Company, including, among the financial or economic risks, contingent liabilities and other off-balance sheet risks.
b) A risk management and control model based on different levels, including a committee specialised in risks, where sector-related legislation so requires or the Company deems it convenient.
c) The level of risk deemed acceptable by the Company.
d) The measures in place to mitigate the impact of identified risk events should they occur. e) The internal control and reporting systems to be used to control and manage the abovesaid risks, including contingent liabilities and off-balance-sheet risks.
Complies ☒ Partly complies □ Explain □
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
48. Large cap companies should operate separately constituted Nomination and Compensation Committees.
| Not applicable ☒ Complies □ Explain □ |
|---|
| --------------------------------------------- |
49. The Nomination Committee should consult with the company's chairperson and chief executive, especially on matters relating to executive directors.
When there are vacancies on the board, any director may approach the Nomination Committee to propose candidates that it may consider suitable.
Complies ☒ Partly complies □ Explain □
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
Although article 41 of the Regulations of the Board of Directors does not expressly contemplate functions d) and e) of this Recommendation:
Complies ☒ Partly complies □ Explain □
Complies ☒ Partly complies □ Explain □ Not applicable □
53. The task of supervising compliance with the company's policies and rules concerning environmental, social and corporate governance matters, as well as the internal codes of conduct, should be assigned to one board committee or split between several board committees, such as the audit committee, the Nomination Committee, the sustainability committee, the corporate social responsibility committee, or any other specialised committee created by the board under its self-organisation powers. Such committee must be made up by non-executive directors in its entirety, most of them being independent, with the minimum functions attributed specifically in the following recommendation.
Complies ☒ Partly complies □ Explain □
54. The minimum functions mentioned in the previous recommendation include:
a) Oversee compliance with the Company's corporate governance rules and internal codes of conduct, ensuring that the corporate culture is in line with its purpose and values.
b) Oversee application of the general policy on communication of economic and financial, non-financial and corporate information, and on communication with shareholders and investors, voting advisers and other stakeholders. Furthermore, follow-up on how the entity communicates and relates itself with small and medium-sized shareholders.
c) Periodically assess and review the corporate governance system and environmental and social policies in place at the Company in order to ensure that they fulfil the mission of promoting social interest and take into account the legitimate interests of the remaining stakeholders, as appropriate.
d) Oversee that the Company's environmental and social practices are in line with the policy and strategy defined.
a) The principles, commitments, objectives and strategy relating to shareholders, employees, customers, suppliers, social issues, the environment, diversity, fiscal responsibility, respect for human rights and prevention of corruption and other illegal conduct.
b) The methods or systems for monitoring the compliance with the policies, associated risks and management thereof.
c) Mechanisms for monitoring non-financial risk, including that related to ethical aspects and business conduct.
d) Channels for stakeholder communication, participation and dialogue.
e) Responsible communication practices that prevent the manipulation of information and protect the honour and integrity.
Complies ☒ Partly complies □ Explain □
56. Director remuneration should be sufficient to attract individuals with the desired profile and compensate the commitment, abilities and responsibility that the post demands, but not so high as to compromise the independent judgement of non-executive directors.
Complies ☒ Explain □
57. Variable remuneration linked to the company's and personal performance, the award of shares, options or any other right on shares or instruments linked to the share value and long-term savings schemes, such as pension plans, retirement schemes or other social security schemes.
The company may consider the share-based remuneration of non-executive directors provided they retain such shares until the end of their mandate. This condition, however, will not apply to shares that the director must dispose of to defray costs related to their acquisition.
Complies ☒ Partly complies □ Explain □
58. In the case of variable awards, remuneration policies should include limits and technical safeguards to ensure they reflect the professional performance of the beneficiaries and not simply the general progress of the markets or the company's sector, or circumstances of that kind.
In particular, variable remuneration items should meet the following conditions:
Complies ☒ Partly complies □ Explain □ Not applicable □
The commercial contract of the Executive Director, Mr Francisco José Riberas, contains a clause deferring the payment of his annual variable remuneration, whereby this will not be paid until the consolidated financial statements of the Gestamp Group are approved by the General Shareholders' Meeting.
In turn, the commercial contract of Mr Francisco López Peña, currently a proprietary director, in force until 31 December 2023 did not include annual variable remuneration among its remuneration components. Instead, Mr Francisco López Peña was the beneficiary of a long-term incentive plan approved by the Board of Directors on 29 October 2020, linked to the fulfilment by the end of the period (31 December 2022) of an economic-financial target, the achievement of which entitled the beneficiary to receive a cash amount within the first six months of 2023, once the fulfilment of such economic-financial target had been verified after the approval of the consolidated financial statements for 2022 by the General Shareholders' Meeting. This deferral period was regulated in the terms and conditions of the aforementioned long-term incentive plan approved by the Board of Directors of the Company agreed to by Mr López Peña.
In this regard, the Company considers the deferral period existing between the accrual of the remuneration, i.e. the end of the financial year in question, and the approval of the consolidated annual accounts of the Gestamp Group by the General Shareholders' Meeting of the Company, once these have been audited by the external auditor, to be sufficient.
60. Remuneration linked to company earnings should contain any qualifications stated in the external auditor's report that reduce their amount.
| Complies ☒ | Partly complies □ | Explain □ | Not applicable □ |
|---|---|---|---|
| ------------ | ------------------- | ----------- | ------------------ |
61. A major part of executive directors' variable remuneration should be linked to the award of shares or financial instruments referenced to their value. Complies □ Partly complies □ Explain ☒ Not applicable □
The Company has approved a Long-Term Incentive Plan (LTI) for certain Group executives which shall be settled by furnishing Company shares in order to align the executives' interests with the long-term sustainable corporate interest. However, the Company does not currently foresee Executive Director Mr Francisco José Riberas as being a beneficiary of this LTI.
As established in principle 25 of the Good Governance Code of Listed Companies, the main objective of remuneration linked to the delivery of shares or financial instruments referenced to their value is to "align the interests of executive directors with the longterm sustainable corporate interest".
In this respect, the Executive Director Mr Francisco José Riberas holds (through Acek Desarrollo y Gestión Industrial, S.L.) a significant shareholding in the Company. This situation necessarily implies an alignment of the Director's interest with the long-term corporate interest of the Gestamp Group, which is why the Company has not considered it necessary to include a long-term incentive based on furnishing shares or financial instruments tied to their value among the remuneration components for Mr Francisco José Riberas.
In turn, Mr Francisco López Peña, currently a proprietary director, participated until 31 December 2023 as an executive director in the Equity Participation Plan, whereby the Company offered certain key executives of the Group the possibility of acquiring shares in the Company at market price with financing from the Company. The aim of the Participation Plan was precisely to align the interests of the participants with the long-term interests of Gestamp. Therefore, once again, the Company did not consider it necessary in 2023 to include among the remuneration components of Mr Francisco López Peña the delivery of shares or financial instruments tied to their value.
62. Following the award of shares, share options or financial instruments derived from the remuneration system, executive directors should not be allowed to transfer their ownership or to exercise the options for at least three years.
There is an exception in the case that the director has, upon the transfer or exercise, a net economic exposure to the share price variation for a market value that is equal to an amount of at least twice his/her fixed annual remuneration through the ownership of shares, options or other financial instruments.
This will not apply to the shares that the director needs to sell in order to settle the costs related to their acquisition or, subject to the previous approval of the Nomination and Compensation Committee, to face any extraordinary and unexpected situation requiring so.
| Complies □ | Partly complies □ | Explain □ | Not applicable ☒ |
|---|---|---|---|
63. Contractual arrangements should include provisions that permit the company to reclaim variable components of remuneration when payment was out of step with the director's actual performance or based on data subsequently found to be misstated.
Complies ☒ Partly complies □ Explain □ Not applicable □
64. Contractual termination or cancellation payments should not exceed a fixed amount equivalent to two years of the director's total annual remuneration and should not be paid until the company confirms that he or she has met the predetermined criteria or conditions for collection thereof. For the purpose of this recommendation, contractual termination or cancellation payments will include all payments whose accrual or payment obligations arise from or due to the termination of the contractual relationship between the director and the company, including the amounts not previously consolidated from long-term savings systems and the amounts paid by virtue of post-contractual non-compete agreements.
Complies ☒ Partly complies □ Explain □ Not applicable □
Specifically, state whether the company is subject to laws other than Spanish laws regarding corporate governance and, where applicable, include any information that the company is required to provide which is different to the information required in this report.
Section A.7.
Private shareholders' agreement entered into by Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp 2020, S.L. on 23 December 2016.
The most significant agreements it contains affecting the Company are as follows:
Private shareholders' agreement entered into by Mr. Francisco José Riberas Mera, Halekulani, S.L., (now Orilla Asset Management, S.L.) Juan María Riberas Mera, Ion Ion, S.L. and Acek Desarrollo y Gestión Industrial, S.L. on 21 March 2017.
The most significant agreements it contains are as follows:
of transferring their stake to a third party. The aforementioned rights will not come into play in particular transfers to member of the Riberas family or to companies or foundations controlled by the transferring shareholder or his/her family.
(iii) Regulation of a conciliation procedure and, on a subsidiary basis, a mediation procedure for deadlock situations involving Acek Desarrollo y Gestión Industrial, S.L., and indirectly involving the Company. In the event that the deadlock is not solved through the conciliation or mediation, each of the Acek Desarrollo y Gestión Industrial, S.L. shareholders may determine the vote that indirectly corresponds to them in Gestamp 2020, S.L. by means of their stake in Acek Desarrollo y Gestión Industrial, S.L.
The amount of the remuneration accrued in the financial year in favour the Board of Directors of the Company reflected in this section does not match the amount reflected under this same heading in Note 32.2 of the notes to the consolidated financial statements of the Group as different accrual criteria are applied in respect of the longterm incentive.
It is hereby stated that the total amount of the remuneration of Senior Management corresponding to financial year 2023 as set out in section C.1.14 of this report include: (i) the salaries paid during the year; (ii) the annual variable remuneration accrued in the year, and payment thereof is envisaged once the 2023 Financial Statements have been formally approved by the Annual General Shareholders' Meeting which will be held in 2024 (iii) pluriannual variable remuneration arising from long-term incentive plans which, although paid in full in fiscal year 2023, include long-term remuneration attributable to prior years, and (iv) the sum of any benefits granted.
Lastly, the total amount of the remuneration in favour of the Senior Management reflected in this section does not match the amount reflected under this same heading in Note 32.3 of the notes to the consolidated financial statements of the Group as different accrual criteria are applied in respect of the long-term incentive.
Procedures and rules of organisation and operation of the Audit Committee, the Nomination and Compensation Committee and the Sustainability Committee.
Article 39 of the Regulations of the Board of Directors sets forth the following rules applicable to the committees:
"a) The Board of Directors shall appoint the members of such committees, taking into account the knowledge, skills and experience of the directors and each committee's tasks; it shall discuss their proposals and reports; and provide report-backs on their activities and work carried out.
(b) They shall be exclusively made up of non-executive directors, with a minimum of three and a maximum of five. This does not prejudice the possible presence of executive directors or Senior Management at their meetings to provide information when so decided by each committee. However, the Executive Chairperson's presence at them shall be exceptional.
(c) Independent directors shall be in the majority at all times, where one is to be appointed Chairperson.
(d) The Secretary shall be the Secretary of the Board of Directors.
(e) They may seek external advice when deemed necessary for the performance of their duties under the same circumstances as those applicable to the Board (mutatis mutandi). (f) Minutes shall be taken of the meetings and a copy thereof shall be sent to all the members of the Board.
(g) The committees shall meet as often as the Chairperson decides is necessary for the proper exercise of their duties, and when so requested by at least two (2) of its members. (h) The rules of operation shall be those that govern the functioning of the Board. In this way, they shall be validly constituted when a majority of their members are in attendance, either in person or by proxy, and their resolutions shall be agreed by an absolute majority of the members present or duly represented. In the event of a tie, the Committee Chairperson shall cast the tie-breaking vote.
(i) The Chairpersons of the corresponding committees shall inform the Board of Directors of the issues discussed and the resolutions adopted at the meetings during the first Board of Directors' meeting held after the Committee meeting.
(j) With respect to the Audit Committee and the Appointments and Remuneration
Committee, within three (3) months after the end of each financial year, a report will be submitted on their work in the previous year for approval by the Board of Directors, and it shall be made available to the shareholders during their ordinary general meeting.
Duties of the Audit Committee, the Nomination and Compensation Committee, and the Sustainability Committee.
Article 40 of the Regulations of the Board of Directors attributes the following duties to the Audit Committee:
"(a)To inform the General Shareholders' Meeting about issues raised by the shareholders on matters for which it is competent and, in particular, about the findings of audits, explaining how they have contributed to the integrity of the financial reporting and the role that the Committee has played in the process.
(b) As regards information systems and internal control:
(i) To supervise and evaluate the preparation, integrity and presentation of both financial and non-financial reporting and of the control and financial and non-financial risk management systems relating to the Company, and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements and the correct application of accounting principles.
(ii) To periodically review the internal control and risk management systems, including tax risks, and discuss with the auditor any significant weaknesses in the internal control system found in the course of the audit, never compromising its independence. To this end, and where applicable, recommendations and proposals, with the relevant deadlines for follow-up, may be submitted to the governing body.
(iii) To safeguard the independence and effectiveness of the internal auditing function; to propose the selection, appointment, and dismissal of the head of the internal audit service; to approve the budget for this service; to approve the annual work plan for the internal audit, ensuring that its activity mainly focuses on the relevant risks (including reputational risks); to receive information about its activities regularly; to verify whether senior management takes into account the conclusions and recommendations in its reports; and to discuss with the auditor or auditing firms any significant weaknesses in the internal control system detected in the course of the audits.
(iv) To set up and oversee a mechanism that enables employees and anyone else related to the company, such as directors, shareholders, providers, contractors or subcontractors, to anonymously and confidentially report irregularities of any kind that they may notice within the Company or its group.
(v) To ensure that the policies and systems established regarding internal control are effectively applied in practice.
(c) With regard to the auditor:
(i) To bring proposals on the selection, appointment, re-election and replacement of the auditor, as well as the conditions to contract such party, to the Board and to be in charge of the selection process, also examining the reasoning behind any resignation, where applicable.
(ii) To ensure that the Company communicates the change of auditor via the National Securities Market Commission (CNMV) and, upon any disagreement with the outgoing auditor, it will ensure that there is an accompanying statement regarding said disagreements and their content.
(iii) To regularly receive from the auditor information on the audit plan and the results of its implementation, and to verify whether senior management has taken its recommendations into account.
(iv) To ensure that the external auditor holds a meeting on an annual basis with the full Board of Directors to inform them about the work carried out and the evolution of the accounting and risk situation of the Company.
(v) To establish an appropriate relationship with the auditor to receive information about any issues that could jeopardise the independence of the auditors, for examination by the Audit Committee, and any other information related to the progress of the audit process, as well as any other communication set forth in the legislation on financial statements auditing and auditing standards. In any case, they must receive written confirmation from the auditor or audit firms once a year asserting their independence from the entity or entities that are directly or indirectly related to it, as well as information on additional services of any kind provided to these entities by the aforementioned auditor or firms, or by individuals or entities related to them in accordance with the legislation on auditing.
In this regard, the Audit Committee shall ensure that the auditor's remuneration for his/her work does not compromise the quality or independence thereof and shall ensure that both the Company and the auditor respect the regulations in force regarding the provision of services other than those of auditing, the limits on the auditor's concentration of business and, in general, any other regulations regarding the independence of auditors.
(vi) To issue a report expressing an opinion on the independence of the auditor once a year, prior to issuance of the auditor's report. Such report must, in all cases, refer to the additional services referred to in the paragraph above.
(d) As regards the risk management and control policy:
(i) To propose to the Board of Directors a risk management and control policy, which shall identify and determine as a minimum: (i) the financial and non-financial types of risks (including operational, technological, legal, social, environmental, political, and reputational risks, as well as those related to corruption) to which the Company is exposed, including, among the financial or economic risks, contingent liabilities and other off-balance sheet risks; (ii) a risk control and management model based on different levels; (iii) setting the risk level deemed acceptable by the Company; and (iv) measures to mitigate the impact of the risks identified, should they materialise.
(ii) To supervise the operation of the Company's risk management and control unit, which is responsible for: (i) ensuring that the risk management and control systems function properly and, in particular, ensuring that all the significant risks affecting the Company are adequately identified, managed and quantified; (ii) actively participating in the creation of the risk strategy and in reaching important decisions about its implementation; and (iii) ensuring that the risk management and control systems adequately mitigate the risks in accordance with the policy defined by the Board of Directors.
(e) To review the prospectuses or equivalent documents for issuance and/or admission of securities and any other financial reporting that the Company is required to submit to the markets and its supervisory bodies.
(a) The financial reports that the Company, due to its status as a listed company, must periodically publish. The Audit Committee shall ensure that interim financial statements are prepared using the same accounting standards as the annual statements and, to this end, shall consider whether a limited review by the auditor is appropriate.
(b) The creation or acquisition of shares in special-purpose entities or entities based in countries or territories classified as tax havens, as well as any other transactions or operations of a similar nature that, due to their complexity, could diminish the Company's transparency.
(c) Related-party transactions.
(d) Operations entailing structural and corporate modifications planned by the Company, analysing their financial terms and conditions, including, where applicable, the exchange ratio and impact on the accounts.
(a) oversee compliance with the Company's corporate governance rules and internal codes of conduct, ensuring that the corporate culture is in line with its purpose and values, and
(b) oversee the application of the general policy relating to the reporting of economicfinancial, non-financial and corporate information, and also of the general policy relating to communication with shareholders and investors, proxy voting advisors and other stakeholders, and shall monitor the way in which the Company communicates and liaises with the small and medium-sized shareholders.
On the other hand, Article 41 of the Regulations of the Board of Directors attributes the following duties to the Nomination and Compensation Committee:
"(a)To assess the skills, knowledge and experience of the Board, describe the duties and skills required from the candidates to fill the vacancies, and assess the time and dedication required for them to perform the entrusted tasks.
(b) To verify compliance with the board member hiring policy each year, and to report on this in the Annual Corporate Governance Report.
(c) To examine and arrange the procedure for replacing the Chairperson of the Board of Directors and, where appropriate, the chief executive, to make this process easily understood, and to make proposals to the Board to ensure that this process takes place in an orderly, well-planned manner.
(d) To guide the proposals for the appointment and dismissal of members of Senior Management that the Chairperson submits to the Board and the basic conditions of their contracts.
(e) To raise proposals for appointments of independent directors to the Board of
Directors, either for appointment under the co-option system or by submitting the proposal to the General Shareholders' Meeting for a decision, and making proposals for re-election or removal of such directors by the General Shareholders' Meeting.
(f) To guide the proposals for appointments of other directors, either for appointment under the co-option system or by submitting the proposal to the General Shareholders' Meeting for a decision, and making proposals for re-election or removal thereof by the General Shareholders' Meeting.
(g) To guide the Board on gender diversity issues, to set representation targets for the under-represented gender on the Board of Directors and to create guidelines for achieving such targets.
(h) To arrange and coordinate periodic assessments of the Board of Directors' chairperson and, in conjunction with such person, periodic assessments of the Board of Directors, its committees, chairperson, secretary and the chief executive of the Company.
The Nomination and Compensation Committee shall consult the chairperson or, if applicable, the Company's chief executive officer, especially in the case of proposals relating to executive directors and Senior Managers. Any director may request the Nomination and Compensation Committee to take them into consideration as potential candidates to fill director vacancies, if found suitable.
In addition to the functions indicated in the preceding paragraphs, the Nomination and Compensation Committee shall have jurisdiction over the following functions relating to remuneration:
(a) Propose the following to the Board of Directors:
(i) The remuneration policy for directors and for the parties that carry out senior management duties and under direct supervision of the Board, executive committees or managing directors, ensuring compliance with such policy.
(ii) The individual remuneration of directors and approval of the contracts entered into by the Company and its directors who carry out executive duties, ensuring compliance with such contracts.
(iii) The types of contracts for Senior Management.
(b) Ensure compliance with the remuneration policy for directors approved in the General Meeting."
Lastly, Article 42 of the Regulations of the Board of Directors attributes the following duties to the Sustainability Committee:
For further information, see Note 32 of the notes to the Group's Consolidated Financial Statements for the year ended 31 December 2023.
The Group has been a signatory of the Principles of the United Nations Global Compact since 24 July 2008, and it became a partner of the Global Compact in 2011.
In addition, Gestamp Group adopted the United Nations Sustainable Development Goals.
Finally, during its meeting of 20 December 2021, the Board of Directors agreed to the Group's adhesion and, therefore, it complies with the Code of Good Tax Practices.
This annual corporate governance report was approved by the Company's Board of Directors at its meeting held on 27 February 2024.
State whether any directors voted against or abstained in relation to the approval of this Report.
| Individual or company name of director that did not vote in favour of the approval of this report |
Reasons (opposed, abstained, absent) |
Explain the reasons |
|---|---|---|
Observations
The Directors of the Board of Directors of GESTAMP AUTOMOCIÓN, S.A. state that, to the best of their knowledge, the Individual Annual Financial Statements of GESTAMP AUTOMOCIÓN, S.A. and the Consolidated Annual Financial Statements (consolidated annual accounts) of GESTAMP AUTOMOCIÓN, S.A. and its subsidiaries for Fiscal Year 2023, drawn up by the Board of Directors at its meeting of February 27, 2024 and prepared in accordance with applicable accounting standards, present a fair view of the assets, financial condition and results of operations of GESTAMP AUTOMOCIÓN, S.A. and of the companies included in its scope of consolidation, taken as a whole, and that the Individual and Consolidated Management Reports contain a true assessment of the corporate performance and results and the position of GESTAMP AUTOMOCIÓN, S.A. and of the companies included in its scope of consolidation taken as a whole, as well as a description of the principal risks and uncertainties facing them.
Madrid, February 27, 2024.
Don Francisco José Riberas Mera
Executive Chairman ViceChairman
Don Juan Mª Riberas Mera
Don Francisco López Peña Doña Chisato Eiki
Member Member
Member Member
Don Norimichi Hatayama Don Alberto Rodríguez Fraile Díaz
Member Member
Don Javier Rodríguez Pellitero Don Pedro Sainz de Baranda Riva
Member Member
Doña Ana García Fau Don Cesar Cernuda Rego
Don Gonzalo Urquijo Fernández de Araoz Doña Concepción Rivero Bermejo
Member Member
Doña Loreto Ordóñez Solís
Member
The Secretary of the Board of Directors states for the record that this document does not include signature of Mr Gonzalo Urquijo Fernandez de Araoz who, being absent due to unavoidable professional demands, has delegated his representation and vote to the Board Member Mr. Alberto Rodríguez-Fraile Díaz, for the matters included in the Agenda of the meeting of the Board of Directors of February 27, 2024 (including the preparation of the individual and consolidated annual accounts as well as the individual and consolidated management report corresponding to fiscal year 2023) with precise instructions of positive vote in each of them. Therefore, the preparation of the individual and consolidated financial statements as well as the individual and consolidated management report for the 2023 financial year was unanimously approved by the members of the Board of Directors.
Madrid, February 27, 2024.
Secretary
__________________________ Mr. David Vázquez Pascual
END OF REPORTING PERIOD
Tax ID Code A48943864
Registered Name:
GESTAMP AUTOMOCIÓN, S.A.
Registered Address:
Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia
31/12/2023
A.1.1 Please explain the current directors' remuneration policy for the current year. Insofar as it is relevant, certain information may be included by reference to the remuneration policy approved by the general shareholders' meeting, provided that its inclusion is clear, specific and concrete.
A description must be given of the specific decisions for the current financial year, both regarding directors' remuneration for their status as such and for the performance of executive duties, which the board has carried out in accordance with what is set out in the contracts signed with the executive directors and with the remuneration policy approved by the general meeting.
In any case, the following aspects should be reported as a minimum:
The Directors' Remuneration Policy of Gestamp Automoción, S.A. (the "Company") for the 2024, 2025, 2026 and therefore, in force at the date of issuance of this report was approved by the Ordinary General Shareholders' Meeting held on 9 May 2023. Said policy will be referred to hereinafter as the "Current Remuneration Policy".
The Board of Directors of the Company is the body responsible for proposing the remuneration policy to the General Shareholders Meeting. After the approval of the Policy by the Company's General Shareholders' Meeting, and pursuant with it the Board of Directors is responsible for (i) on the one hand, distributing the fixed annual sum of directors for their status as such, which shall take into account the conditions of each director, the duties and responsibilities attributed to them and their membership on the various committees (Iii)on the other hand, with respect to executive directors, the Board of Directors determines their remuneration for executive duties and other contractual conditions, in all cases, in accordance with the provisions in the remuneration policy.
The Nomination and Compensation Committee proposes to the Board of Directors, for submission to the General Meeting, the Directors' remuneration policy and also proposes to the Board of Directors the individual remuneration of all Directors and the terms and conditions of the contracts of the Executive Directors.
Finally, the General Shareholders' Meeting of the Company approves the remuneration policy.
In accordance with the Current Remuneration Policy, the remuneration of Directors for their status as such entails an annual fixed sum, which shall not exceed 1,400,000 euros per year.
The Nomination and Compensation Committee, in its meeting on 18 December 2023, verified the compliance of the remuneration policy applied in 2023. Likewise, on the same date, and within the framework established in the Current Remuneration Policy, the Nomination and Compensation Committee agreed to submit for the approval of the Board of Directors an increase in the amount of fixed remuneration for membership of the Board of Directors (with no change to the amounts for chairmanship and membership of the Committees), a proposal that was then approved by the Board of Directors on the same date. As a result, the remuneration of the Directors for their status as such, applicable as from 1 January 2024, is as follows:
Fixed remuneration for Board of Directors membership: 90,000 euros/year (having been 85,000 euros/year in 2023).
Fixed remuneration for committee membership: 20,000 euros/year (the same amount set in 2023).
Fixed remuneration for chairing any of the Committees: 20,000 euros/year (the same amount set in 2023).
Likewise, at the same meeting referred to above, the Nomination and Compensation Committee also agreed to submit for approval by the Board of Directors a 3% salary
increase on the fixed and variable remuneration of the Executive Chairman, Mr Francisco José Riberas Mera, with effect from 1 January 2024, applying the same salary review percentage that the one applied for the staff of the Corporate Services and companies belonging to its group (hereinafter, the "Group") and within the framework established in the Current Remuneration Policy. As a result of the foregoing, the Executive Chairman's remuneration for financial year 2024 is as follows:
Although the Current Remuneration Policy provides for the possible inclusion of pluriannual variable remuneration in the remuneration system for Executive Directors, the Executive Chairman is not a beneficiary of this remuneration as he holds (through Acek Desarrollo y Gestión Industrial, S.L.) a significant shareholding in the Company. This situation essentially implies an alignment of the Executive Chairman's interests with the business interests of the Group in the long term.
On the other hand, it is stated that the service agreement by and between the Company and the Director Mr Francisco López Peña expired on 31 December 2023. In this respect, since 1 January 2024, the Director Mr Francisco López Peña is no longer classified as an "executive" director and is now classified as a "proprietary" director instead.
C. REMUNERATION POLICIES OF COMPARABLE COMPANIES. PARTICIPATION OF EXTERNAL ADVISORS.
At the meeting held on 18 December 2023, the Nomination and Compensation Committee, for the purpose of proposing the determination of the individual remuneration of Directors for their status as such referred to above for financial year 2024, took into account in its analysis the main conclusions on remuneration of the Spencer Stuart Index, a report that analyses 100 listed companies, including those of the Ibex-35.
d) Procedures under the existing Director remuneration policy for applying temporary exceptions to the policy, conditions in which these exceptions and components may be used, which may be subject to exceptions according to the policy.
The Current Remuneration Policy states that any temporary exception or amendment of the Directors' remuneration must be approved by the Board of
Directors, at the proposal of the Nomination and Compensation Committee, and can only be applied when necessary to serve the long-term interests and sustainability of the Company as a whole or to ensure its viability.
A.1.2 The relative importance of variable remuneration items compared to the fixed remuneration items (remuneration mix) and what criteria and goals have been taken into account in determining them and to guarantee an appropriate balance between the fixed and variable components of remuneration. In particular, state the actions taken by the company in relation to the remuneration system to reduce exposure to excessive risks and to adapt it to the company's long-term goals, values and interests. This may include, where appropriate, a reference to measures established to ensure that the company's long-term results are factored into the remuneration policy, measures taken in relation to categories of employees that perform professional activities with material repercussions on the entity's risk profile and measures aimed at preventing conflicts of interest.
Moreover, state whether the company has established any period of accrual or consolidation of certain variable remuneration items, in cash, shares or other financial instruments, a period of deferral in the payment of amounts or delivery of financial instruments already accrued and consolidated, or whether any clause has been agreed to reduce deferred remuneration not yet consolidated or oblige the director to return remuneration received, when such remuneration has been based on data which has subsequently been clearly proven to be inaccurate.
With respect to the Directors in their status as such, the Current Remuneration Policy is aimed at compensating Directors properly for their dedication and responsibility, without jeopardising their independence under any circumstances. In this regard, the remuneration of Director for their status as such consists exclusively of a fixed remuneration in cash. As mentioned above, in determining the individual remuneration of the Directors in their capacity as such for financial year 2024, and to ensure that this remuneration is appropriate and in line with market criteria and the reality of the Company, the Nomination and Compensation Committee took into account a comparative analysis based essentially on the Spencer Stuart Index of Listed Companies, with a special focus on the analysis of directors' remuneration in 100 listed companies, including all those belonging to the Ibex-35.
Furthermore, in accordance with the provisions of the Current Remuneration Policy, only the Company's Executive Directors can have, where applicable and in addition to their fixed remuneration, variable elements as part of their remuneration, which amount may not exceed to the 50% of the fixed remuneration amount applicable at any given time. In this respect, the remuneration mix of the Executive Chairman of the Company's Board of Directors, Mr Francisco José Riberas Mera, consists of an annual fixed remuneration that represents 70% and an annual variable remuneration that represents 30% of the total remuneration, assuming a performance rate of 100% in relation to the corresponding objectives.
In any case, the terms and conditions of the components of the annual variable remuneration of the Company's Executive Directors, when applicable, can always be adjusted according to the degree of achievement of the corresponding objectives, including the possibility of accruing no variable remuneration if the objectives have not been achieved by a minimum percentage of 70%, and there is also no guaranteed variable remuneration.
On the other hand, the main aim of the Current Remuneration Policy is the creation of value in a sustained manner over time, ensuring its transparency and objectivity. In this regard:
(i) The annual variable remuneration applicable in the current financial year and only to the Executive Chairman is determined based, a) on the one hand, on the achievement of two financial goals linked to the value of the Group in the short term and b)on the other hand, the level of achievement of two qualitative goals, linked to the degree of progress and implementation of the Phoenix strategic project and the ESG (Environmental, Social and Governance) Strategic Plan 2025.
(ii) The aim of pluriannual variable remuneration is to create value in the long term and to align the interests of its beneficiaries with the interests of the Company. It also allows for the evaluation of results over time, considering the business strategy in place at any given time. In this respect, the Executive Chairman, Mr Francisco José Riberas, holds (through Acek Desarrollo y Gestión Industrial, S.L.) a significant shareholding in the Company. This situation essentially implies an alignment of the Executive Chairman's interests with the business interests of the Group in the long term. As a result, the Executive Chairman's remuneration does not include pluriannual variable elements.
In addition, and to ensure that the Current Remuneration Policy is not exposed to any excessive risks:
(i) Variable remuneration is accrued after the Group's financial statements have been prepared by the Board of Directors, and it is paid after the financial statements have been approved by the General Shareholders' Meeting.
(ii) The components of the variable remuneration are flexible enough for the remuneration amount to fluctuate, including down to zero.
(iii) The variable remuneration is subject to claw-back clauses that allow the Company to claim reimbursement of the variable components of the remuneration if it is found that the settlement and payment thereof was fully or partially based on false or inaccurate information or if risks or other circumstances arise that have neither been foreseen or accounted for by the Company and which have a material negative effect on the income statement.
With regard to the measures required to prevent conflicts of interest on the part of the Directors, in line with the provisions of the Spanish Companies Act, the Regulations of the Board of Directors establish the duty of directors to inform the Company of any direct or indirect situation of conflict that they or persons linked to them may have as regards the interests of the Company. In this sense, apart from the communication that the directors may send to the Company, as applicable, in the event of a conflict of interest, the directors are required to make a statement indicating the existence of any conflict with the Company's interests upon preparation of the financial statements and the semi-annual financial information by the Board of Directors.
On the other hand, the Regulations of the Board of Directors regulate the duties of Directors, including the duty to abstain, the duty not to compete, duties relating to limitations on the use of non-public information and corporate assets and duties relating to not taking advantage of business opportunities.
A.1.3 Amount and nature of the fixed components that directors are expected to accrue during the year for their status as such.
The amount and nature of the fixed components of the Directors' remuneration in their capacity as such which are expected to accrue in the current year 2024 are detailed individually in section A.1.1 letter B of this report. These amounts are presented below on an aggregate basis taking into account the number of Directors and Committees:
Therefore, the total amount expected in the 2024 financial year for Directors for their status as such will be 1,340,000 euros per year, which is below the overall maximum limit of 1,400,000 euros per year established in the Current Remuneration Policy.
No other remuneration items or social benefits have been established regarding the director status.
A.1.4 Amount and nature of the fixed components that will be accrued in the year for executive directors' performance of senior management duties.
The amount and nature of the fixed components of the Executive Chairman's remuneration that are expected to be accrued during the current financial year are detailed individually in section A1 of this report.
A.1.5 The amount and nature of any component of remuneration in kind that will be accrued in the financial year including, but not limited to the insurance premiums paid for the director.
No remuneration in kind is specified for the Directors for their status as such or for the Executive Chairman of the Company's Board of Directors.
A.1.6 Amount and nature of the variable components, differentiating between those established in the short and long term. Financial and non-financial parameters, the latter including social, environmental and climate change parameters, selected to determine the variable remuneration in the current year, an explanation of the extent to which these parameters relate to the performance of both the director and the entity and to its risk profile, and the methodology, period required and techniques envisaged to determine, at the end of the year, the degree of compliance with the parameters used to design the variable remuneration, explaining the criteria and factors applied as to the time required and the methods used to verify the actual fulfilment of the performance and any other conditions applicable to the accrual and consolidation of each variable remuneration component.
State the range, in monetary terms, of the different variable components according to the degree of compliance with the objectives and parameters set, and whether there is any maximum monetary amount in absolute terms.
Amount and nature of variable components. Parameters selected to determine the variable remuneration in the current financial year.
As set out in the Current Remuneration Policy, variable elements are only included in the Executive Chairman's remuneration.
The aim of the Executive Chairman's annual variable remuneration is as follows: (i) to link part of their remuneration to the accomplishment of specific targets aligned with the strategic goals and the creation of value for the Group, (ii) to strengthen their commitment and (iii) to link their short-term goals to those of the Group and its shareholders. The targets set in the annual variable remuneration system are linked to the professional performance of the beneficiary and are defined on a predetermined, measurable basis. As a result, they allow for the remuneration of performance in the short term.
The annual variable remuneration applicable to the Executive Chairman, Mr Francisco José Riberas Mera, for financial year 2024 contains financial parameters
with a relative weight of 75% of the total annual variable remuneration and nonfinancial parameters with a relative weight of 25%:
The amount of overall annual variable remuneration is calculated by taking the target variable remuneration as the basis and applying a percentage to the amount based on the degree of fulfilment of each goal established and its relative weight. For each target pay curve has a minimum threshold of 70% and a maximum threshold of 120%. If the result achieved is less than 70%, no variable remuneration is accrued for that target, and if it is between the minimum threshold (70%) and the maximum threshold (120%), it is remunerated according to the percentage actually achieved. Beyond the maximum 120% threshold, 120% remuneration is given regardless of the resulting figure.
In financial year 2024, the amount of the Executive Chairman's variable remuneration target amounts to 330,939 euros per year, assuming a performance rate of 100%, as approved by the Board of Directors at its meeting on 18 December 2023, at the proposal of the Nomination and Compensation Committee.
Necessary time and techniques envisaged to be able to determine, at the end of the financial year, the degree of compliance with the parameters used to design the variable remuneration.
Achievement of the targets is assessed by the Nomination and Compensation Committee on a yearly basis so that the Board of Directors can then determine the amount of annual variable remuneration payable to the Executive Chairman.
The degree of fulfilment of the economic/financial targets is quantified based on the EBITDA and Free Cash Flow figures in the Group's Consolidated Financial Statements. As such, fulfilment of these targets is determined after the financial statements have been audited and approved, where applicable, by the General Shareholders' Meeting.
The degree of fulfilment of the non-financial targets is determined at the end of the financial year:
On the one hand, in relation to the targets linked to the Phoenix strategic programme, as the programme is based on a range of initiatives with different objectives, the project management committee will determine the degree of progress or fulfilment of the assumed commitments for the reference year for each initiative. This degree of fulfilment will then be verified by the Nomination and Compensation Committee.
On the other hand, in relation to the targets linked to the ESG Strategic Plan 2025, the degree of fulfilment is calculated by the Group's Sustainability Committee, then validated by the Sustainability Committee and verified by the Nomination and Compensation Committee.
A.1.7 Main features of the long-term savings systems. Among other information, the following must be stated: any contingencies covered by the system, if it is a defined contribution or benefit system, the annual contribution to be made to defined contribution systems, the benefit to which the beneficiaries are entitled regarding defined benefit systems, the conditions of consolidation of the economic rights of the directors and their compatibility with any type of payment or compensation for dissolution or early termination, or deriving from the termination of the contractual relationship, under the terms envisaged, between the company and the director.
State whether the accrual or consolidation of any of the long-term savings schemes is linked to the achievement of certain targets or parameters related to the short and long-term performance of the director.
The Current Remuneration Policy does not include long-term savings schemes for Directors.
A.1.8 Any type of payment or compensation for dissolution or early termination or that deriving from the termination of the contractual relationship under the terms established between the company and the director, whether the termination is at the will of the company or of the director, as well as any type of agreed pacts, such as exclusivity, post-contractual non-compete and long-service or loyalty clauses, which give the director the right to any type of payment.
Up to the issuance date of this report and during the current financial year, there has been no payment or compensation for termination, or early termination, or situations deriving from the discharge of the contractual relationship under the terms established between the Company and the Director, or clauses agreed, such as exclusivity, post-contract non-compete, long-service or loyalty clauses.
The expiry, on 31 December 2023, of the service agreement entered into by and between the then Executive Director Mr Francisco López Peña and the Company did not result in payment of any of the above-mentioned elements as the contract ended due to expiry of its stated term and the compensation arising from the post-contractual non-compete clause defined in the contract was included in the fixed remuneration received by the Director.
A.1.9 Indicate the conditions that must be met in the contracts of those performing senior management duties as executive directors. Among other information, indicate the term, limits on the sum of severance payments, long-service clauses, advance notice deadlines and payment in substitution of the advance notice, as well as any other clauses relating to contract premiums, compensation or redundancy payments for early termination or termination of the contractual relationship between the company and the executive director. Include the non-compete, exclusivity, longservice or loyalty agreements and post-contractual non-compete clauses, among other items, unless they have been explained in the previous section.
Characteristics of the contract signed with Mr Francisco José Riberas Mera, Executive Chairman:
dedication during the term of the contract, unless expressly authorised otherwise.
The Current Remuneration Policy does not provide for any supplementary remuneration in return for services rendered other than those inherent to the position of the Directors in their capacity as such or for Directors with executive duties.
A.1.11 Other remuneration items such as those deriving, where applicable, from the company granting the director advances, loans and guarantees and other remuneration.
The Current Remuneration Policy does not consider the possibility of any type of loan, advance payment, guarantee or any other remuneration other than those expressly indicated in the Current Remuneration Policy as a form of remuneration for Directors and, therefore, it is not expected that any amount will be accrued in the current financial year for these items.
A.1.12 The nature and estimated amount of any supplementary remuneration envisaged and not included in the previous sections, whether paid by the entity or another group entity, which will be accrued by directors in the current financial year.
The Current Remuneration Policy does not provide for the accrual of any additional remuneration not included in the above sections for Directors.
During the current financial year, there has not been relevant change in the current remuneration policy. At the time of writing this report, the Board of Directors is not expected to propose to the General Shareholders' Meeting any amendments to the Current Remuneration Policy.
A.3 Identify the direct link to the document containing the company's current remuneration policy, which must be available on the company's website.
extension://efaidnbmnnnibpcajpcglclefindmkaj/https://gestamp.com/Gestamp11/ media/GestampFiles/Shareholders%20Investors/Corporate%20Governance/Corpor ate%20Policies/Director%20Remuneration/DOC-12A-Politica-Remuneraciones-Consejeros-2024-2026.pdf?ext=.pdfA.4 Considering the information provided in section B.4, explain how the shareholders' vote was taken into account at the general meeting at which the annual remuneration report for the previous year was put to a vote on an advisory basis.
The ordinary General Shareholders' Meeting of the Company held on 09 May 2023 approved as a separate item on the agenda, on an advisory basis, and with 98.36% of votes in favour, the Annual Report on the Remuneration of Company Directors for financial year 2022. This agreement obtained 1.61% votes against and 0.03% abstentions. In this respect, it is noted that no intervention was made by any shareholder on this agenda item.
B.1.1 Explain the process followed to apply the remuneration policy and determine the individual remuneration set out in section C of this report. This information shall include the role played by the compensation committee, the decisions taken by the board of directors and, where applicable, the identity and role of the external advisors whose services have been used in the process of applying the remuneration policy during the previous financial year.
The process followed to apply the current remuneration policy for the year (hereinafter, the "Remuneration Policy") and to determine the individual remuneration of the Directors was as follows:
Following a proposal from the Nomination and Compensation Committee, the Board of Directors, at its meeting on 19 December 2022, approved the increase to the fixed remuneration for Directors in their capacity as such during financial year 2023. As such, the resulting remuneration of Directors in their capacity as such was determined in the following manner:
The overall remuneration determined for Directors for their status as such corresponding to financial year 2023 was 1,195,000 euros per year. This sum is lower than the overall maximum limit set in the Remuneration Policy (1,200,000 euros per year). The difference with respect to the remuneration amount for 2022 is explained in section B.5 of this report.
In relation to the Executive Directors, the following increases to the remuneration package were approved:
| version shall prevail. | |||
|---|---|---|---|
| Executive Chairman. 5% increase to fixed and variable remuneration: |
|||
| o Annual fixed remuneration: 749,700 euros (having been 714,000 |
|||
| euros/year in 2022). | |||
| o Annual variable remuneration: 321,300 euros (having been |
|||
| 306,000 euros/year in 2022). | |||
| Executive Director. 5% increase to fixed remuneration: |
|||
| o Annual fixed remuneration: 315,000 euros (having been |
|||
| 300,000 euros/year in 2022). | |||
| The Executive Director did not receive any annual variable | |||
| remuneration. | |||
| The Executive Chairman was a beneficiary of the Long-Term | |||
| Incentive that was in effect until 31 December 2022. The | |||
| settlement and payment of this incentive occurred in may 2023. | |||
| At its meeting on 27 February 2023, the Nomination and Compensation | |||
| Committee: | |||
| | |||
| Verified the degree of fulfilment of the variable component of the Executive Chairman's annual remuneration for financial year 2022 and |
|||
| the result of this component. This was subsequently approved by the | |||
| Board of Directors at its meeting on the same date. In this respect, the | |||
| percentage of achievement of the 2022 targets was 108.5% and, | |||
| therefore, the Executive Chairman of the Board of Directors received | |||
| 332,010 euros for this component. The total achievement rate is the | |||
| result of applying the following calculations: | |||
| (Financial components 75% *Achievement rate 112.9%) + (Non-financial | |||
| component 25% *Achievement rate 95%) | |||
| Verified the degree of achievement of the Long-Term Incentive of which |
|||
| the Executive Chairman was a beneficiary and which expired on 31 | |||
| December 2022. This degree of achievement was subsequently approved | |||
| by the Board of Directors at its meeting on the same date. In this respect, |
Chairman received 3,150,000 euros for this component.
the percentage of achievement was 105% and, therefore, the Executive
The amounts reflected were paid at the end of May, after having been completed the external audit without qualifications, and the approval of the Group's Consolidated Financial Statements at the Company's General Shareholders' Meeting held on 9 May 2023.
Lastly, at its meeting on 27 February 2024, the Nomination and Compensation Committee verified the degree of achievement of the variable component of the Executive Chairman's annual remuneration for financial year 2023 and the result of this component. This was subsequently approved by the Board of Directors at its meeting on the same date. In this respect, the percentage of achievement of the Executive Chairman's annual variable remuneration targets for financial year 2023 was 91.8%. Thus, the Executive Chairman will receive 294,953 euros for this concept once the Consolidated Annual Accounts for the financial year 2023 are audited by the Company's external auditor and, if applicable, approved by the General Shareholders' Meeting of the Company to be held in may 2024. The total achievement rate is the result of applying the following calculations:
(Financial components 75% *Achievement rate 93.1%) + (Non-financial component 25% *Achievement rate 88.0%)
B.1.2 Explain any deviations from the procedure established for the application of the remuneration policy that have occurred during the financial year.
There have been no events or circumstances that have led to a deviation from the established procedure for the application of the Remuneration Policy during the current financial year.
B.1.3 Indicate whether any temporary exceptions to the remuneration policy have been applied and, if so, explain the exceptional circumstances that have led to the application of these exceptions, the specific components of the remuneration policy affected and the reasons why the company considers that these exceptions have been necessary to serve the long-term interests and sustainability of the company as a whole or to ensure its viability. Also quantify the impact that the application of these exceptions has had on the remuneration of each director during the year.
No temporary exceptions to the Remuneration Policy have been applied during the current financial year.
B.2 Explain the different actions taken by the company in relation to the remuneration system and how they have helped to reduce exposure to excessive risks and to adapt it to the company's long-term goals, values and interests, including a reference to measures established to ensure that the company's long-term results are factored into the remuneration accrued and a balance is achieved between the fixed and variable remuneration components, what measures have been taken in relation to categories of employees that perform professional activities with material repercussions on the entity's risk profile and what measures have been taken aimed at preventing conflicts of interest, where applicable.
Actions taken by the Company in relation to the remuneration system and how they have helped to reduce exposure to excessive risks and to adapt it to the Company's long-term goals, values and interests:
On the one hand, the main aim of the Company's Remuneration Policy is to create value for the Group in a sustained manner over time and to fulfil the Company's strategy, thereby allowing us to attract, retain and motivate the very best professionals. In this respect, the remuneration of all Directors is based on the principles of sufficiency, competitiveness, commitment, reasonableness, proportionality, good governance, performance and equality.
On the other hand, in addition to a fixed remuneration, the Directors' remuneration also includes:
Measures taken in relation to those categories of employees that perform professional activities with potential material repercussions on the entity's risk profile:
The annual and pluriannual variable remuneration systems are based on strictly objective criteria, the components of which are sufficiently flexible to allow their adjustment according to the degree of achievement of the objectives set, even without accrual of variable remuneration in the event that the Company's
objectives have not been achieved in a minimum percentage, and variable remuneration is therefore not guaranteed.
All of the targets set for Executive Directors and Top Management, as well as their levels of achievement, are proposed by the Nomination and Compensation Committee and approved by the Board of Directors. The corresponding payments are not made until the Group's Consolidated Financial Statements have been audited and approved by the Company's General Shareholders' Meeting.
In addition, Executive Director contracts include a claw-back clause that allows the Company to claim reimbursement of the variable remuneration components if it is found that the settlement and payment thereof was fully or partially based on false or inaccurate information or if risks or other circumstances arise that the Company has neither foreseen nor accounted for and which have a material negative effect on the income statement.
B.3 Explain how the remuneration accrued and consolidated in the year complies with the provisions of the current remuneration policy and, in particular, how it contributes to the long-term and sustainable performance of the company.
Also report on the relationship between the remuneration received by directors and the entity's profits or other short- and long-term means of gauging performance, by explaining, where appropriate, how changes in the company's performance may have affected variations in director remuneration, including that accrued but where payment has been deferred, and how they contribute to the short- and long-term profit and loss of the company.
The Nomination and Compensation Committee, in its meeting on 18 December 2023, verified and confirmed the compliance of the Remuneration Policy applied in 2023.
As regards the remuneration of Directors for their status as such, the following amounts were verified for financial year 2023, as agreed by the Board of Directors' meeting held on 19 December 2022. It was also verified that these amounts did not exceed the maximum annual amount of 1,200,000 euros as defined in the Remuneration Policy in effect at that time. The aggregate amounts for all Directors for their status as such that have been accrued and paid in financial year 2023 are as follows:
There are no other remuneration items or social benefits for the Directors for their status as such.
The remuneration obtained by Directors for their status as such is not linked to the achievement of results or other measures of performance.
Similarly, with respect to the fixed remuneration of directors with executive duties, the Nomination and Compensation Committee, in a meeting held on 18 December 2023, concluded that it complied with the Remuneration Policy and the resolutions agreed upon for financial year 2023 by the Board of Directors, as proposed by the Nomination and Compensation Committee, in its meeting of 19 December 2022.
The amount and nature of the fixed components of the remuneration of the Executive Directors that were accrued in 2023 were as follows:
The fixed remuneration earned by the Directors for their executive duties is not linked to the achievement of results or other performance measures.
As regards the Executive Chairman's annual variable remuneration, it is based on financial and non-financial parameters. As regards the financial parameters, any variation in the Company's performance has a direct impact on this remuneration. As regards the non-financial parameters, the annual variable remuneration is linked to the degree of fulfilment of two strategic projects for the Group. Firstly, the Company's transformation project, which is known as ATENEA. This project is based on a range of initiatives with a global impact across the organisation. It has led to improvements in the efficiency and effectiveness of processes and systems and the organisation and culture of the Company, ensuring, in the broadest sense, the Company's long-term sustainability. Secondly, the ESG Strategic Plan 2025, which is based on a series of initiatives with a 3-year time horizon and aims to create value for the Group in a sustained manner over time, to improve competitiveness and to mitigate risks with the ultimate aim of aligning the interests of the Group with those of society in general and with the different stakeholders in particular.
Furthermore, during its meeting held on 27 February 2024, the Nomination and Compensation Committee verified the degree of compliance with the variable
remuneration component of Executive Director, as for financial year 2023, well as the outcome of such component. This was subsequently approved by the Board of Directors at its meeting on the same date. In this respect, for the Executive Chairman, the percentage of achievement of the objectives for financial year 2023 was 91.8%. As such, the Executive Chairman will receive 294,953 euros for this component once the Consolidated Financial Statements for financial year 2023 have been audited by the Company's external auditor and, if applicable, approved by the Company's General Shareholders' Meeting to be held in 2024.
The total achievement rate is the result of applying the following calculations:
(Financial components 75% *Achievement rate 93.1%) + (Non-financial component 25% *Achievement rate 88.0%)
B.4 Report on the outcome of the advisory vote by the general meeting regarding the annual report on remuneration from the previous year, indicating the number of votes against that were issued, if any.
| Number | % of total | |
|---|---|---|
| Votes cast | 509,370,651 | 88.51 |
| Number | % of votes cast |
|
|---|---|---|
| Votes against | 8,195,252 | 1.61 |
| Votes in favour | 501,025,099 | 98.36 |
| Blank votes | 0 | 0 |
| Abstentions | 150,300 | 0.03 |
| Observations |
|---|
| It is noted for the record that no intervention was made by any shareholder with |
| regard to agenda item 6 at the Ordinary General Shareholders' Meeting held on |
| 09 May 2023, regarding the advisory vote on the Directors' Remuneration Annual |
B.5 Explain how the fixed components accrued and consolidated during the year by directors for their status as such, the relative proportion for each director and how they varied compared with the previous year have been determined:
Report 2022.
The remuneration of Directors for their status as such exclusively consists of fixed remuneration for belonging to the Board of Directors and for belonging to and/or chairing any of its committees, as established in the Remuneration Policy. No other fixed or variable component is included in the remuneration of Directors
for their status as such. Said remuneration was set for financial year 2023 by the Board of Directors at its meeting on 19 December 2022, at the proposal of the Nomination and Compensation Committee, as explained in section B.1.
The relative proportion of each Director's fixed remuneration for the year 2023and the 2022 is set out below:
| Name | Relative weight 2023 |
Relative weight 2022 |
|---|---|---|
| MR ALBERTO RODRÍGUEZ-FRAILE DÍAZ | 10.5% | 10.2% |
| Ms ANA GARCÍA FAU | 10.5% | 10.2% |
| MR CÉSAR CERNUDA REGO | 10.5% | 10.2% |
| MR PEDRO SAINZ DE BARANDA | 8.8% | 8.8% |
| MR JAVIER RODRÍGUEZ PELLITERO | 8.8% | 8.8% |
| Ms CONCEPCIÓN RIVERO BERMEJO | 8.8% | 8.8% |
| MR GONZALO URQUIJO FERNÁNDEZ DE ARAOZ | 8.8% | 8.8% |
| MR NORIMICHI HATAYAMA | 7.1% | 7.4% |
| MR JUAN MARÍA RIBERAS MERA | 8.8% | 8.8% |
| Ms LORETO ORDÓÑEZ SOLÍS | 8.8% | 8.8% |
| Ms CHISATO EIKI | 8.8% | 8.8% |
| Total | 100.0% | 100.0% |
The changes compared to 2022 are due to the increase in remuneration for directors in their capacity as such for membership of the Board, membership of the Committees and chairmanship of the Committees, as explained in section B.1.1 of this report.
The remuneration of each Director for their status as such during financial year 2023 was based on the following duties:
Ms Ana García Fau was remunerated as a member of the Board of Directors for her membership and chairmanship of the Audit Committee.
version shall prevail.
The remuneration of Executive Directors for financial year 2023 was established by the Board of Directors in its meeting held on 19 December 2022, on proposal of the Nomination and Compensation Committee. The following amounts were agreed at this meeting:
Executive Chairman: a 5% increase was agreed to the fixed and variable remuneration applied in 2022:
Executive Director: a 5% increase was agreed to the fixed remuneration applied in 2022:
In particular:
Explain the short-term variable components of the remuneration systems As set forth in the Remuneration Policy, it is only the remuneration of Directors with executive duties that includes items of a variable nature.
The aim of the variable remuneration for Directors with executive duties is as follows: (i) to link part of their remuneration to the accomplishment of specific targets aligned with the strategic goals and the creation of value for the Group, (ii) to foster their commitment and (iii) to link their short- and long-term goals to those of the Group and its shareholders.
The Nomination and Compensation Committee assesses the achievement of goals to determine the variable amounts to be paid to Directors with executive duties. Once the amount is determined, it is approved by the Board of Directors. As both the annual variable remuneration and the pluriannual variable remuneration are variable remuneration systems linked to the achievement of quantifiable financial and economic goals that are included in the Group's Consolidated Financial Statements, their consolidation and payment is deferred until the external audit and approval thereof by the General Shareholders' Meeting.
The annual variable remuneration applicable to the Executive Chairman, Mr Francisco José Riberas Mera, for the financial year 2023 contains financial parameters, with a relative weight of 75% of the total annual variable remuneration and non-financial parameters with a relative weight of 25%.
The financial instruments are linked to the fulfilment of two economic and financial goals with different levels of weighting: 60% linked to consolidated EBITDA and 40% linked to free cash flow, as set out in the annual budget. The degree of fulfilment of said goals is calculated by comparing the actual value attained during the year with the target value defined in the annual budget.
The non-financial parameters are linked to the achievement of two targets with an equal weighting of 12.5%. These parameters consist of:
on the one hand, the performance of the Company's strategic transformation programme, which is known as ATENEA and was launched in 2021. Regular presentations are given to the Board of Directors to review the degree of achievement and progress of this programme. The ATENEA programme, with a global scope and a time horizon of several years, will make it possible, through different initiatives with an impact on the entire organisation, to improve the efficiency and effectiveness of processes and systems, as well as the
organisation and culture of the Company, ensuring, in a broad sense, the Company's long-term sustainability. The degree of fulfilment of the targets set for each of the initiatives that make up the programme is calculated based on the rate of progress or achievement of the assumed commitments for the reference year as determined by the Management Committee.
on the other hand, the compliance with the ESG Strategic Plan 2025, which was approved by the Board of Directors on 19 December 2022 following its proposal by the Sustainability Committee. This plan aims, through a series of initiatives with a 3-year time horizon, to create value for the Group in a sustained manner over time, to improve competitiveness and to mitigate risks with the ultimate aim of aligning the interests of the Group with those of society in general and with the different stakeholders in particular. Its degree of achievement is calculated by the Group's Sustainability Committee and then validated by the Sustainability Committee.
The amount of overall annual variable remuneration is calculated by taking the target variable remuneration as the basis and applying a percentage to the amount based on the degree of fulfilment of each goal established and its relative weight. The payout curve has a minimum threshold of 70% and a maximum threshold of 120% for each of the defined objectives. If the result achieved is less than 70%, no amount will be paid for the target in question. If the result achieved is between the minimum (70%) and maximum (120%) thresholds, an amount will be paid that varies according to the percentage achieved. Beyond the maximum 120% threshold, 120% remuneration will be given regardless of the resulting figure.
The target amount of the Executive Chairman's annual variable remuneration in 2023 is 321,300 euros per annum, assuming a performance percentage of 100%, as determined by the Board of Directors at its meeting on 19 December 2022, on the proposal of the Nomination and Compensation Committee.
Furthermore, during its meeting held on 27 February 2024, the Nomination and Compensation Committee verified the degree of compliance with the variable remuneration component of the Executive Chairman, as for financial year 2023, well as the outcome of such component. This was subsequently approved by
the Board of Directors at its meeting on the same date. In this respect, the percentage of achievement of the objectives for financial year 2023 was 91.8%. Thus, the Executive Chairman will receive 294,953 euros for this concept once the Consolidated Annual Accounts for the financial year 2023 are audited by the Company's external auditor and, if applicable, approved by the General Shareholders' Meeting of the Company to be held in 2024.
The total achievement rate is the result of applying the following calculations:
(Financial components 75% *Achievement rate 93.1%) +(Non-financial component 25% *Achievement rate 88.0%)
The aim of the 2022 Long-Term Incentive Plan was to create value in the Group during the reference period. It was approved by the Board of Directors, at the proposal of the Nomination and Compensation Committee, in a meeting held on 29 October 2020, and the Executive Director Mr Francisco López Peña was a beneficiary of the Plan (along with other Company Directors). The Plan is linked to the fulfilment of a strictly economic/financial target. The corresponding settlements and payments were made in May of 2023, through receipt of a cash sum, after verification that the financial target to which the Plan was linked had been achieved, following the external audit without qualifications and approval by the General Shareholders' Meeting of the 2022 Consolidated Financial Statements.
For the purposes of settlement and payment of the Long-Term Incentive Plan 2022, the creation of value was determined as a multiple of consolidated EBITDA less Net Debt. The payment curve had a minimum threshold of 70% and a maximum threshold of 120%. If the result achieved was less than 70%, no amount was paid for the target in question. If the result achieved was between the minimum (70%) and maximum (120%) thresholds, an amount was paid that varied according to the percentage achieved. Beyond the maximum 120% threshold, remuneration was capped at the 120% rate, regardless of the resulting figure.
As such, the amount of pluriannual variable remuneration received by the Executive Director Mr Francisco López Peña as a result of the Plan and after the settlement thereof was 3,150,000 euros for a performance rate of 105% since the level of achievement was 105%. Although, as indicated, the settled amount under the 2022 Plan has been paid in full in 2023, which includes the long-term remuneration from 2016, that is a total of 7 years, and therefore resulting an annual amount of 450,000 euros.
B.8 Indicate whether certain accrued variable components have been reduced or claimed back when, in the first case, payment of unconsolidated amounts has been deferred or, in the second case, consolidated and paid, on the basis of data whose inaccuracy has subsequently been manifestly demonstrated. Describe the amounts reduced or refunded by applying the malus or claw-back clauses, why they were executed, and the years to which they relate.
As established in the Remuneration Policy, the contracts signed between the Company and the Executive Directors include a claw-back clause. However, to date there has been no reduction or claim for the return of variable components, as no cases for the application of the claw-back clause have arisen (it has not been shown that the settlement and payment of these variable components has taken place totally or partially on the basis of false or inaccurate information, nor have risks or other circumstances not foreseen or undertaken by the Company arisen, which have a material negative effect on the income statements).
B.9 Explain the main features of the long-term savings systems whose sum or equivalent annual cost appears in the tables in Section C, including retirement and any other survivor benefits, partially or wholly funded by the company, whether provided internally or externally, indicating the type of scheme, whether it is a defined contribution or defined benefit scheme, the contingencies it covers, the consolidation conditions of the financial rights to which Directors are entitled and their compatibility with any type of compensation for early dissolution or termination of the contractual relationship between the company and the Director.
The applicable Remuneration Policy does not provide for long-term savings systems for Directors for their status as such or for Directors with executive duties.
B.10 Explain, where applicable, the compensation or any other type of payment arising from early termination, whether at the will of the company or of the director, or from the termination of the contract, under the terms provided therein, accrued and/or received by the directors in the previous financial year.
During 2023 financial year, there has been no payment or compensation for normal or early termination, or arising from the normal or early termination of a contractual relationship in relation to any of the members of the Board of Directors.
B.11 State whether there have been any significant changes in the contracts of those performing senior management duties as executive directors and, where applicable, explain them. In addition, explain the main conditions of the new contracts signed with executive directors during the year, unless they have been explained in section A.1.
During the financial year 2023, there were no changes to the contracts of those holding senior management positions as Executive Directors. In addition, the main terms of the contract signed with the Executive Chairman have been explained in section A.1.
B.12 Explain any supplementary remuneration accrued by the directors in compensation for services rendered other than those inherent to their position.
The applicable Remuneration Policy does not provide for any kind of supplementary remuneration.
B.13 State any remuneration arising from advances, loans and guarantees granted, indicating the interest rate, essential features and amounts potentially repaid, as well as the obligations undertaken on account thereof in relation to guarantees.
The Remuneration Policy does not include any remuneration arising from Directors being granted any type of loan, advance or guarantee.
In 2016, prior to the approval of the aforementioned Policy, the Company offered certain key executives for the Group, including the Managing Director, Mr Francisco López Peña, the possibility of purchasing Company shares at market price. For this purpose, the Company offered these Executives (among them, Mr Francisco López Peña) a loan at the legal monetary interest rate, and consequently, this loan is not considered for any purpose to be part of the remuneration of the Executives benefiting from it.
B.14 Set out the remuneration in kind accrued by the directors during the year, briefly explaining the nature of the different salary components.
The Remuneration Policy does not provide for any remuneration in kind for Directors for their status as such.
With regard to Executive Directors, Mr Francisco López Peña had a company vehicle and life insurance during 2023, in accordance with the policy established for employees who are part of the Group's corporate services and in accordance with the provisions of the Remuneration Policy. The amounts accrued are as follows:
With respect to the Executive Chairman of the Board of Directors, the Remuneration Policy does not provide for any remuneration in kind.
B.15 State the remuneration accrued by the director pursuant to payments made by the listed company to a third-party entity in which the director provides services, when said payments are intended to compensate such party's services at the company.
On 23 December 2016, the Company's significant shareholder, Acek Desarrollo y Gestión Industrial, S.L., signed an agreement with Mitsui & Co., Ltd, among others. This agreement, reported to the CNMV as a Significant Event dated 7 April 2017 (Record No 250532), includes, among other matters, the right of Mitsui & Co., Ltd., to propose the appointment of two Directors to the Company's Board of Directors.
The remuneration accrued by members of the Board of Directors who were appointed by the General Shareholders' Meeting at the proposal of Acek Desarrollo y Gestión Industrial, S.L. in fulfilment of the above-mentioned shareholders' agreement—namely, Mr Norimichi Hatayama and Ms Chisato Eiki (appointed on 02 April 2020 and 01 April 2021, respectively)—came to a total of 190,000 euros during financial year 2023. This remuneration was paid, at the express request of said proprietary Directors, to an account held by Mitsui & Co., Ltd.
B.16 Explain and detail the amounts accrued during the year in relation to any other remuneration item other than those listed above, regardless of its nature or the group entity paying it, including all benefits in any form, such as when it is considered a related-party transaction or, especially, when it significantly affects the true and fair view of the total remuneration accrued by the director; explaining the amount granted or pending payment, the nature of the consideration received and the reasons why it would have been considered, where appropriate, that it does not constitute remuneration to the director in his/her status as such or in consideration for the performance of his/her executive duties, and whether or not it has been considered appropriate to include it among the amounts accrued in the "other items" section of section C.
As of the reporting date, there are no remuneration items other than those indicated above for the Company's Directors that were accrued during 2023.
| Name | Type | Accrual period: t financial year |
|---|---|---|
| MR FRANCISCO JOSÉ RIBERAS MERA | Executive | From 01/01/2023 to 31/12/2023 |
| MR FRANCISCO LÓPEZ PEÑA | Executive | From 01/01/2023 to 31/12/2023 |
| MR ALBERTO RODRÍGUEZ-FRAILE DÍAZ | Independent | From 01/01/2023 to 31/12/2023 |
| Ms ANA GARCÍA FAU | Independent | From 01/01/2023 to 31/12/2023 |
| MR CÉSAR CERNUDA REGO | Independent | From 01/01/2023 to 31/12/2023 |
| MR PEDRO SAINZ DE BARANDA | Independent | From 01/01/2023 to 31/12/2023 |
| MR JAVIER RODRÍGUEZ PELLITERO | Independent | From 01/01/2023 to 31/12/2023 |
| Ms CONCEPCIÓN RIVERO BERMEJO | Independent | From 01/01/2023 to 31/12/2023 |
| MR GONZALO URQUIJO FERNÁNDEZ DE ARAOZ | Other External | From 01/01/2023 to 31/12/2023 |
| Directors | ||
| MR NORIMICHI HATAYAMA | Proprietary | From 01/01/2023 to 31/12/2023 |
| MR JUAN MARÍA RIBERAS MERA | Proprietary | From 01/01/2023 to 31/12/2023 |
| Ms LORETO ORDÓÑEZ SOLÍS | Independent | From 01/01/2023 to 31/12/2023 |
| Ms CHISATO EIKI | Proprietary | From 01/01/2023 to 31/12/2023 |
C.1 Complete the following tables on the itemised remuneration for each of the directors (including remuneration for performing executive duties) accruing during the year.
| Name | Fixed remunera tion |
Attendan ce fees |
Remuner ation for members hip on board committe es |
Salaries | Short term variable remunera tion |
Long term variable remunera tion |
Severance payments |
Other items |
Total year 2023 |
Total 2022 |
|---|---|---|---|---|---|---|---|---|---|---|
| MR FRANCISCO JOSÉ RIBERAS MERA |
- | - | - | 750 | 295 | - | - | - | 1,045 | 1,046 |
| MR FRANCISCO LÓPEZ PEÑA |
- | - | - | 315 | - | 3,150 | - | 12 | 3,477 | 312 |
| MR ALBERTO RODRÍGUEZ FRAILE DÍAZ |
85 | - | 40 | - | - | - | - | - | 125 | 110 |
| Ms ANA GARCÍA FAU |
85 | - | 40 | - | - | - | - | - | 125 | 110 |
| MR CÉSAR CERNUDA REGO |
85 | - | 40 | - | - | - | - | - | 125 | 110 |
| MR PEDRO SAINZ DE BARANDA |
85 | - | 20 | - | - | - | - | - | 105 | 95 |
|---|---|---|---|---|---|---|---|---|---|---|
| MR JAVIER RODRÍGUEZ PELLITERO |
85 | - | 20 | - | - | - | - | - | 105 | 95 |
| Ms CONCEPCIÓN DEL RIVERO BERMEJO |
85 | - | 20 | - | - | - | - | - | 105 | 95 |
| MR GONZALO URQUIJO FERNÁNDEZ DE ARAOZ |
85 | - | 20 | - | - | - | - | - | 105 | 95 |
| MR NORIMICHI HATAYAMA |
85 | - | - | - | - | - | - | - | 85 | 80 |
| MR JUAN MARÍA RIBERAS MERA |
85 | - | 20 | - | - | - | - | - | 105 | 95 |
| Ms LORETO ORDÓÑEZ SOLÍS |
85 | - | 20 | - | - | - | - | - | 105 | 95 |
| Ms CHISATO EIKI |
85 | - | 20 | - | - | - | - | - | 105 | 95 |
Observations Both the level of achievement and the amount of the 2022 Long-Term Incentive of the Executive Director Mr. Francisco López Peña were verified by the Nomination and Compensation Committee, and approved by the Board of Directors in its meetings held the 27 of February of 2023. The amount settled was deferred until May 2023, after the formulation, the external audit without qualifications and the approval of the Annual Accounts of the Group corresponding to the financial year 2022, as explained in section B.7 of this document. The amount settled of the 2022 Long-Term Incentive Plan has been 3,150,000 euros since the degree of achievement has been 105%. Although, as indicated, the amount settled under the 2022 Long-Term Incentive Plan has been paid in full in 2023, which includes long-term remuneration since 2016, that is, a total of 7 years, so the annual amount resulting from said remuneration is 450,000 euros.
| Name | Financial instruments at beginning of year t |
Financial Instruments granted during year t |
Financial instruments consolidated during the year | Mature instrume nts not exercised |
Financial instruments at end of year t |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of the Plan |
No. of instruments |
No. of equivalent shares |
No. of instruments |
No. of equivalent shares |
No. of instrume nts |
No. Equivalent / Vested shares |
Vested share price |
Gross profit on vested shares or financial instruments (thousands €) |
No. Instrume nts |
No. of instruments |
No. of equivale nt shares |
|
| Scheme 1 | ||||||||||||
| Director 1 | Scheme 2 |
Observations
| Remuneration for vesting to savings schemes |
|
|---|---|
| Director 1 |
| Company's contribution for the year | (thousands of €) | Amount of accumulated funds | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Savings schemes with vested economic rights |
Savings schemes with non-vested economic rights |
(thousands of €) | ||||||
| Year t | Year t-1 | ||||||||
| Year t Year t-1 Year t |
Financial Year t-1 |
Schemes with vested economic rights |
Schemes with non vested economic rights |
Schemes with vested economic rights |
Schemes with non vested economic rights |
||||
| Director 1 |
| Observations | |
|---|---|
| Name | Item | Remuneration amount |
|---|---|---|
| Director 1 |
| Observations |
|---|
b) Remuneration paid to directors of the listed company for their membership of the governing bodies of its subsidiaries:
| Name | Fixed remuneratio n |
Attendanc e fees |
Remuneratio n for membership on board committees |
Salar y |
Short-term variable remuneratio n |
Long-term variable remuneratio n |
Severanc e payment s |
Othe r items |
Tota l year 2021 |
Tota l year 2020 |
|---|---|---|---|---|---|---|---|---|---|---|
| MR FRANCISCO JOSÉ |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| RIBERAS MERA |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| MR FRANCISCO LÓPEZ PEÑA |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MR ALBERTO RODRÍGUEZ -FRAILE DÍAZ |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Ms ANA GARCÍA FAU |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MR CÉSAR CERNUDA REGO |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MR PEDRO SAINZ DE BARANDA |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MR JAVIER RODRÍGUEZ PELLITERO |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Ms CONCEPCIÓ N DEL RIVERO BERMEJO |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MR GONZALO URQUIJO FERNÁNDE Z DE ARAOZ |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MR NORIMICHI HATAYAMA |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MR JUAN MARÍA RIBERAS MERA |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| MR TOMOFUMI OSAKI |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Ms LORETO ORDÓÑEZ SOLÍS |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Ms CHISATO EIKI |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Observations
ii) Table showing activity in share-based remuneration systems and gross profit from consolidated shares or financial instruments
| Financial instruments at beginning of year t |
Financial Instruments granted during year t |
Financial instruments consolidated during the year | Mature instrume nts not exercised |
Financial instruments at end of year t |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Name of the Plan |
No. of instrume nts |
No. of equivale nt shares |
No. of instrume nts |
No. of equivale nt shares |
No. of instrume nts |
No. equivale nt / vested shares |
Vested share price |
Gross profit on vested shares or financial instruments (thousands €) |
No. Instrume nts |
No. instrument |
No. of equivalent shares |
| Scheme 1 | ||||||||||||
| Director 1 | Scheme 2 |
| Remuneration for consolidation of rights in savings systems | |
|---|---|
| Director 1 |
| Company's contribution for the year (thousands of €) |
Amount of accumulated funds | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Savings schemes with vested economic rights |
Savings schemes with non-vested economic rights |
(thousands of €) | |||||||
| Name | Year t-1 | Year t | Financial Year t-1 |
Year t | Year t-1 | ||||
| Year t | Schemes with vested economic rights |
Schemes with non vested economic rights |
Schemes with vested economic rights |
Schemes with non vested economic rights |
|||||
| Director 1 |
| Observations | |
|---|---|
| Name | Item | Remuneration amount |
|---|---|---|
| Director 1 |
| Observations |
|---|
The summary shall include the relevant amounts for all the remuneration items included herein that the director has accrued, in thousands of euros.
| Remuneration accrued at the Company | Remuneration accrued at group companies | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Total cash remunerat ion |
Gros s profi t from cons olida ted shar es or fina ncial instr ume nts |
Remuner ation for savings systems |
Remuner ation for other items |
Total year t company |
To tal ca sh re m un er ati on |
Gross profit from consolid ated shares or financial instrum ents |
Remuner ation for savings systems |
Remuner ation for other items |
2023 total group |
2022 total compan y + group |
| MR FRANCI SCO JOSÉ RIBERA S MERA |
1,045 | - | - | - | 1,045 | - | - | - | - | - | 0 |
| MR FRANCI SCO LÓPEZ PEÑA |
3,477 | - | - | - | 3,477 | - | - | - | - | - | 0 |
| MR ALBERT O RODRÍG UEZ FRAILE DÍAZ |
125 | - | - | - | 125 | - | - | - | - | - | 0 |
| Ms ANA GARCÍA FAU |
125 | - | - | - | 125 | - | - | - | - | - | 0 |
| MR CÉSAR CERNUD A REGO |
125 | - | - | - | 125 | - | - | - | - | - | 0 |
| MR PEDRO SAINZ DE BARAN DA |
105 | - | - | - | 105 | - | - | - | - | - | 0 |
| MR JAVIER RODRÍG UEZ PELLITE RO |
105 | - | - | - | 105 | - | - | - | - | - | 0 |
| Ms CONCEP CIÓN DEL RIVERO BERMEJ O |
105 | - | - | - | 105 | - | - | - | - | - | 0 |
| MR GONZAL O URQUIJ O |
105 | - | - | - | 105 | - | - | - | - | - | 0 |
| FERNÁN DEZ DE ARAOZ |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| MR NORIMI CHI HATAYA MA |
85 | - | - | - | 85 | - | - | - | - | - | 0 |
| MR JUAN MARÍA RIBERA S MERA |
105 | - | - | - | 105 | - | - | - | - | - | 0 |
| MR LORETO ORDÓÑ EZ SOLÍS |
105 | - | - | - | 105 | - | - | - | - | - | 0 |
| MS CHISAT O EIKI |
105 | - | - | - | 105 | - | - | - | - | - | 0 |
| Total | 5,717 | - | - | - | 5,717 | - | - | - | - | - | 0 |
C.2 Indicate the changes over the last five years in the amount and percentage change in the
remuneration earned by each of the listed company's directors during the year, in the consolidated results of the company and in the average remuneration on a full-time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listed company.
| Total amounts accrued and % annual variation | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | % 2023/2022 variation |
2022 | % 2022/2021 variation |
2021 | % 2021/2020 variation |
2020 | % 2020/2019 variation |
2019 | |
| Executive directors |
|||||||||
| MR FRANCISCO JOSÉ RIBERAS MERA |
1045 | 3% | 1046 | 2% | 1026 | 77.20% | 579 | -41% | 974 |
| MR FRANCISCO LÓPEZ PEÑA |
3477 | 1013% | 312 | -1% | 317 | -56% | 724 | -9% | 793 |
| External Directors |
|||||||||
| MR ALBERTO RODRÍGUEZ FRAILE DÍAZ |
125 | 14% | 110 | 0% | 110 | 17% | 94 | -15% | 110 |
| Ms ANA GARCÍA FAU |
125 | 14% | 110 | 3% | 107 | 32% | 81 | -15% | 95 |
| MR CÉSAR CERNUDA REGO |
125 | 14% | 110 | 13% | 97 | 43% | 68 | -15% | 80 |
| MR PEDRO SAINZ DE BARANDA |
105 | 11% | 95 | 0% | 95 | 17% | 81 | -15% | 95 |
| MR JAVIER RODRÍGUEZ PELLITERO |
105 | 11% | 95 | -4% | 99 | 5% | 94 | -15% | 110 |
| Ms CONCEPCIÓN DEL RIVERO BERMEJO |
105 | 11% | 95 | 7% | 89 | 31% | 68 | 100% | 34 |
| MR GONZALO URQUIJO FERNÁNDEZ DE ARAOZ |
105 | 11% | 95 | 0% | 95 | 17% | 81 | -15% | 95 |
| MR NORIMICHI HATAYAMA |
85 | 6% | 80 | 0% | 80 | 57% | 51 | - | - |
| MR JUAN MARÍA RIBERAS MERA |
105 | 11% | 95 | 0% | 95 | 17% | 81 | -15% | 95 |
| MR LORETO ORDÓÑEZ SOLÍS |
105 | 11% | 95 | 56% | 61 | - | 0 | - | 0 |
| MS CHISATO EIKI |
105 | 11% | 95 | 38% | 69 | - | 0 | - | 0 |
| Consolidated results of the company (K EUROS) |
414,184 | 6% | 391,455 | 41% | 277,712 | -267% | - 166,545 |
-150% | 334,082 |
| Average employee remuneration |
32.5 | 5% | 31.1 | 8% | 28.7 | -3% | 29.7 | -3% | 30.7 |
| Observations |
Note 1: Change in amounts between 2022 and 2023: The change in remuneration between 2022 and 2023 is due to a Board of Directors' resolution dated 19 December 2022, following a proposal from the Nomination and Compensation Committee, which agreed an increase in the remuneration of directors in their capacity as such for membership of the Board of Directors and membership and chairmanship of the Committees, as referred to in section B of this report, and which corresponds to the following duties:
•Mr Alberto Rodríguez-Fraile Díaz was remunerated as a member of the Board of Directors for his membership of the Nomination and Compensation Committee and his chairing of it.
•Ms Ana García Fau was remunerated as a member of the Board of Directors, member of the Audit Committee and chair of the Audit Committee.
•Mr César Cernuda Rego was remunerated as a member of the Board of Directors, member of the Sustainability Committee and chair of the Sustainability Committee.
•Mr Pedro Sainz De Baranda was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.
• Mr Javier Rodríguez Pellitero was remunerated as a member of the Board of Directors, for his membership of the Audit Committee.
• Ms Concepción Rivero Bermejo was remunerated as a member of the Board of Directors and for her membership of the Sustainability Committee.
•Mr Gonzalo Urquijo Fernández de Araoz was remunerated as a member of the Board of Directors and member of the Nomination and Compensation Committee.
• Mr Norimichi Hatayama was remunerated exclusively as a member of the Board of Directors.
• Mr Juan María Riberas Mera was remunerated as a member of the Board of Directors and for his membership of the Audit Committee.
• Ms Loreto Ordóñez Solís was remunerated as a member of the Board of Directors and as a member of the Sustainability Committee.
• Ms Chisato Eiki was remunerated as a member of the Board of Directors and a member of the Sustainability Committee.
Note 2: Other information: For average employee remuneration, information has been taken from the Group's Consolidated Financial Statements for Salaries plus Employee Benefits.
Note 3: Mr. Francisco López Peña pluriannual variable remuneration: Both the level of achievement and the amount of the 2022 Long-Term Incentive of the Executive Director Mr. Francisco López Peña were verified by the Nomination and Compensation Committee, and approved by the Board of Directors in its meetings held the 27 of February of 2023. The amount settled was deferred until May 2023, after the formulation, the external audit without qualifications and the approval of the Annual Accounts of the Group corresponding to the financial year 2022, as explained in section B.7 of this document. The amount settled of the 2022 Long-Term Incentive Plan has been 3,150,000 euros since the degree of achievement has been 105%. Although, as indicated, the amount settled under the 2022 Long-Term Incentive Plan has been paid in full in 2023, which includes long-term remuneration since 2016, that is, a total of 7 years, so the annual amount resulting from said remuneration is 450,000 euros.
If there are any relevant issues related to director remuneration that are not contained in the previous sections of this report, but which must be included in order to present fuller and more detailed information about the company's remuneration structure and practices in relation to its Directors, explain them here briefly.
This annual report on remuneration was approved by the Company's Board of Directors at its meeting held on 27 February 2023.
State whether any directors voted against or abstained in relation to the approval of this Report.
Yes No
| Name or registered company name of the member(s) of the board of directors who did not vote in favour of approving this report |
Reasons (opposed, abstained, absent) |
Explain the reasons | |
|---|---|---|---|
The previous Consolidated Annual Financial Statements for the fiscal year 2023, from GESTAMP AUTOMOCIÓN, S.A. and subsidiaries, included in preceding pages 1 to 169, both inclusive, the Consolidated Management Report for the year 2022 included in the preceding pages 1 to 225, both inclusive, and the Annual Corporate Governance Report included in the preceding pages 1 to 119, both included, have been sign off by the members of the Board of Directors at their meeting on February 27, 2024.
________________________________ ________________________________
________________________________ ________________________________
________________________________ ________________________________
| Don Francisco José Riberas Mera | Don Juan María Riberas Mera |
|---|---|
| President | Vicepresident |
Don Francisco López Peña Doña Chisato Eiki Vocal Vocal
Vocal Vocal
Don Norimichi Hatayama Don Alberto Rodriguez Fraile Díaz
Vocal Vocal
Don Javier Rodriguez Pellitero Don Pedro Sainz de Baranda Riva
________________________________ ________________________________
________________________________ ________________________________
________________________________ ________________________________
Vocal Vocal
Doña Ana García Fau Don César Cernuda Rego
Don Gonzalo Urquijo Fernández de Araoz Doña Concepción Rivero Bermejo Vocal Vocal
________________________________
Doña Loreto Ordóñez Vocal
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