Gestamp Automocion S.A.

Annual / Quarterly Financial Statement • Feb 27, 2018

This document is a translation into English of an original document drafted in Spanish. This document contains: (i) Individual Annual Financial Statements and the Consolidated Annual Financial Statements of the Company and its subsidiaries for Fiscal Year 2017, drawn up by the Board of Directors at its meeting of February 26, 2018; (ii) Individual and Consolidated Management Reports of the Company and the companies included in its scope of consolidation drawn up by the Board of Directors at its meeting of February 26, 2018; (iii) the signing page and (iv) the Responsibility Statement of the Directors of the Company. 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).

Audit Report on Financial Statements issued by an Independent Auditor

GESTAMP AUTOMOCIÓN, S.A. Financial Statements and Management Report for the year ended December 31, 2017

Ernst & Young, S.L. C/ Raimundo Fernández Villaverde, 65 28003 Madrid

Tel: 902 365 456 Fax .: 915 727 300 ey.com

(Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails)

AUDIT REPORT ON FINANCIAL STATEMENTS ISSUED BY AN INDEPENDENT AUDITOR

To the shareholders of GESTAMP AUTOMOCION, S.A .:

Report on the financial statements

Opinion

We have audited the financial statements of GESTAMP AUTOMOCION S.A. (the Company), which comprise the balance sheet as at December 31, 2017, the income statement of changes in equity, the cash flow statement, and the notes thereto for the year then ended.

In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the equity and financial position of the Company as at December 31, 2017 and of its financial performance and its cash flows for the year then ended in accordance with the applicable requlatory framework for financial information in Spain (identified in Note 2 to the accompanying financial statements) and, specifically, the accounting principles and criteria contained therein.

Basis for opinion

We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the Company in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.

Measurement of equity investments in group companies, joint ventures, and associates

Description The Company recognized a total amount of 1,703,953 thousand euros under "Long-term Investments in group companies, jointly-controlled entities, and associates", which includes equity instruments, loans to group companies, and debt securities. At each closing, Company management makes significant judgments to determine the existence of indications of impairment, and if necessary, estimates their recoverable amounts. Due to the risk that these investments and assets might be impaired, as well as the relevance of the amounts in question, we have considered the valuation of the investments in Group companies and associates as one of our key audit matters. The accounting standard and the disclosures required for "Long-term Investments in group companies, jointly-controlled entities, and associates" are detailed in the notes 2.3 b), 4.6, 8 and 9 of the accompanying notes to the financial statements.

Our response We performed our procedures jointly for the equity instruments, loans to group companies, and debt securities that are included under "Investments in group companies, jointly-controlled entities, and associates." We reviewed the Company's procedures for determining the existence of indications of the impairment. For investments with indications of impairment and for which fair value was determined based on value in use, we analyzed the reasonableness of the financial information and cash flow projections included in the business plan, considering both historic and current information, as well as approved budgets. We also involved our valuation specialists to verify the reasonableness of the methodology used for calculating discounted cash flows for each subsidiary included in the recoverability analysis, specifically the discount rate used, as well as long-term growth rate and certain sales ratios. Where the recoverable amount was determined based on the investment's equity, with corrections made to tacit existing capital gains, we used the valuations performed by independent third-party appraisers based on the current market, and the analysis and evaluation of reasonableness of the amount recorded for these assets at year end, based on these measurements.

Recoverability of deferred tax assets

Description - As explained in accompanying Note 15.2 to the financial statements, at December 31, 2017, the Company has deferred tax assets amounting to 20,606 thousand euros related to deductions and rebates, unused loss carryforwards, and other temporary deductible difference which Company management considers may be applied in future tax periods. Management's assessment of the recoverability of the deferred tax assets is based on its estimates on future taxable profit based on the Company's financial projections and business plans, and applicable tax regulations at any given time. The determination of the amount to be recovered in the future entails management making serious judgments based on a reasonable period and the consolidated tax group's taxable profit. The assessment of these assets is relevant for our audit as it requires making judgments and complex estimates and the recognized amounts are significant.

The accounting standard and the disclosures required for "deferred tax assets" are detailed in the notes 2.3 c), 4.12, and 15.2 of the accompanying notes to the financial statements.

Our response Our audit procedures mainly included evaluating management's assumptions and estimates based on the probability of generating sufficient future taxable profit based on: forecasts, business performance, historic experience, sensitivity analyses, and meetings with Management. We involved our team of tax specialists in the analysis and assessment of the related tax effects. We also reviewed the appropriateness of the information breakdown in the accompanying notes to the financial statements regarding the applicable regulatory framework for financial information in Spain.

Measurement of derivative instruments

• Description The Company has arranged several interest rate hedging instruments to cover the risk of changes in floating interest rates associated with part of its financial debt. Considering that these derivatives are recognized on the balance sheet at market value, which entails making significant estimates and judgments, we have considered that this area could potentially have a notable impact on our audit. A description of the measurement criteria for derivative financial instruments and disclosure requirements for the company's financial derivatives are reflected in the accompanying Notes 4.9 and 14.3.
• Our response In this area, our audit procedures included the following, among others:
  • Understand the procedures and controls established by the Company to ensure the appropriate measurement and accounting treatment for derivative instruments
  • With support from our derivatives specialists, conduct comparisons of the fair value to analyze the correct accounting treatment based on the classification of derivatives, and
  • Review of the information disclosed in the accompanying notes to the consolidated financial statements.

Other information: management report

Other information refers exclusively to the 2017 management report, the preparation of which is the responsibility of the Company's directors and is not an integral part of the financial statements.

Our audit opinion on the financial statements does not cover the management report. Our responsibility for the information contained in the management report is defined in prevailing audit regulations, which distinguish two levels of responsibility:

a. A specific level applicable to certain information included in the Corporate Governance Report, as defined in article 35.2 b) of Law 22/2015 on auditing, which solely requires that we verify whether said information has been included in the management report and if not, disclose this fact

b. A general level applicable to the remaining information included in the management report, which requires us to evaluate and report on the consistency of said information in the financial statements, based on knowledge of the Company obtained during the audit, excluding information not obtained from evidence. Moreover, we are required to evaluate and report on whether the content and presentation of this part of the management report are in conformity with applicable regulations. If, based on the work carried out, we conclude that there are material misstatements, we are required to disclose them.

Based on the work performed, as described in the above paragraph, we have verified that the specific information referred to in paragraph a) above has been provided in the management report, and that the remaining the information contained therein is consistent with that provided in the 2017 financial statements and their content and presentation are in conformity with applicable regulations.

Responsibilities of the directors and the audit committee for the financial statements

The directors are responsible for the preparation of the accompanying financial statements so that they give a true and fair view of the equity, financial position and results of the Company, in accordance with the regulatory framework for financial information applicable to the Company in Spain, identified in Note 2 to the accompanying financial statements, and for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The audit committee is responsible for overseeing the Company's financial reporting and financial statements presentation process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing audit requlations in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• 4 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the audit committee of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit committee of the Company with a statement that we have complied with relevant ethical requirements, including those related to independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the audit committee of the Company, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

Additional report to the audit committee

The opinion expressed in this audit report is consistent with the additional report we issued to the audit committee on February 26, 2018

Term of engagement

The extraordinary general shareholders' meeting held on October 5, 2015 appointed us as auditors for 3 years, commencing on financial year 2015.

Previously, we were appointed as auditors by the shareholders for 3 years and we have been carrying out the audit of the financial statements continuously since December 31, 1999.

ERNST & YOUNG, S.L.

(Signed on the original version in Spanish)

Ramón Masip López

February 26, 2018

GESTAMP AUTOMOCION, S.A.

Financial Statements and Management Report for the year ended December 31, 2017

CONTENTS

• Balance sheet at December 31, 2017
• Income statement for the year ended December 31, 2017
• Statement of changes in equity for the year ended December 31, 2017
• Statement of cash flows for the year ended December 31, 2017
• Notes to the financial statements for the year ended December 31, 2017
• Management report for the year ended December 31, 2017

GESTAMP AUTOMOCION SA BALANCE SHEET AT DECEMBER 31, 2017 AND DECEMBER 31, 2016 (In Euros)

ASSETS	Note	2017	2016
Non-current assets		1.815.673.569	1.871.605.690
Intangible assets	5	29.784.410	35.768.105
Trademarks and Other		25.979.388	28.158.062
Goodwill		3.805.022	7.610.043
Property, plant, and equipment	6	91.808	89.216
Land and buildings		87.437	89.216
Technical installations and other tangible fixed assets		4.371	-
Real estate investments Land	7	23.452.136 5.775.822	24.001.630 5.775.822
Buildings		17.676.314	18.225.808
Long-term investments in group companies and associates		1.703.953.909	1.748.103.194
Equity instruments	8	665.404.425	586.431.747
Loans to associated companies	9		1.002.606.984 1.123.308.947
Representative debt values	9.1	35.942.500	38.362.500
Non-current financial assets Loans and receivables	19.2	37.785.002 37.783.802	41.378.259 37.460.509
Derivatives in effective hedges	14	-	3.916.550
Other non-current financial assets		1.200	1.200
Deferred tax assets		20.606.304	22.265.286
Current assets		2.579.367.081	1.623.333.975
Non-current Assets Held for Sale
Inventories Prepayments to suppliers		15.500 15.500	503 503
Trade and other receivables		22.024.827	22.348.300
Trade receivables, group and associated companies	19	17.473.468	13.166.946
Current income tax assets	15	4.476.959	9.175.423
Receivables from public authorities	15	74.400	5.931
Short-term investments in group companies and associates	9	1.982.832.938	1.552.483.290
Loans to associated companies Other financial assets		520.296.740	369.136.709 1.462.536.198 1.183.346.581
Current financial assets	9	-	350.000
Other current financial assets		-	350.000
Short-term Accruals			3.924
Cash and cash equivalents	10	574.493.816	48.147.958
Cash		574.493.816	48.147.958
Other equivalent liquid assets

Total assets

4.395.040.650 3.494.939.665

GESTAMP AUTOMOCION SL

BALANCE SHEET AT DECEMBER 31, 2017 AND DECEMBER 31, 2016

(In Euros)

EQUITY AND LIABILITIES	Note	2017	2016
Equity		745.728.056	615.259.452
OWN FUNDS		754.639.518	630.559.088
Capital	11.1	287.757.180	288.236.775
Subscribed capital		287.757.180	288.236.775
Share premium	11.2	61.591.287	61.591.287
Reserves	11.3	214.853.815	271.550.489
Legal and statutory reserves		47.110.438	46.130.220
Other reserves		167.743.377	225.420.269
Results for previous years		-	(621.649)
Loss from previous years		-	(621.649)
Profit/ (loss) for the period	3	190.437.236	9.802.186
ADJUSTMENTS FOR CHANGES IN VALUE	12	(8.911.462)	(15.299.636)
Hedging transactions		(8.911.462)	(15.299.636)
Non-current liabilities		2.156.708.429	1.591.528.643
Provisions	13	1.866.667	2.555.550
Benefit obligation		1.866.667	2.555.550
Non trade liabilities	14	1.639.727.542	1.076.634.747
Interest-bearing loans and borrowings			1.584.166.452 1.014.361.946
Derivatives		55.561.090	62.272.801
Non-current Liabilities - Payable to Group companies and Associates	14	515.114.220	512.338.346
Current liabilities		1.492.604.165	1.288.151.570
Non trade liabilities	14	589.895.412	339.222.638
Interest-bearing loans and borrowings		586.534.770	339.216.573
Other current liabilities		3.360.642	6.065
Current Liabilities - Payable to Group companies and Associates	14	900.695.878	948.063.892
Trade and other payables	14	2.012.874	865.040
Trade accounts payable		530.149	314.012
Accrued wages and salaries		753.416	663
Payables to public authorities	15	729.309	550.365
Total equity and liabilities		4.395.040.650	3.494.939.665

GESTAMP AUTOMOCION SA INCOME STATEMENT AT DECEMBER 31, 2017 AND DECEMBER 31, 2016 (In Euros)

Notas 2017 2016 CONTINUING OPERATIONS Revenue 16.1 280.248.923 107.710.941 Intellectual property services 30.307.912 28.181.417 Revenues from other marketable securities to Associated Companies 73.554.404 79.529.524 Dividends 176.386.607 - Other Operating Incomes 16.1 2.231.968 1.838.683 Non-core and other current operating revenues 2.231.968 1.838.683 Personnel expenses (2.600.165) (101.272) Wages, salaries and similar expenses (2.342.198) (76.584) Social Charges 16.2 (257.967) (24.688) Other Operating Expenses (9.744.790) (6.247.258) External Services 16.3 (9.008.402) (5.754.523) Taxes (736.388) (492.735) Fixed asset depreciation 6 (7.485.307) (7.581.899) Impairment and gains (losses) on sale of financial instruments (11.531.700) (1.380.713) Impairment losses 16.6 (11.531.700) (1.380.713) Other results - (2.296.750) OPERATING PROFIT 251.118.929 91.941.732 Financial income 16.4 3.044.109 353.494 From marketable securities and other financial instruments 3.044.109 353.494 From third parties 3.044.109 353.494 Financial expenses 16.5 (63.416.738) (99.809.492) From payable to group and associated companies (23.739.199) (36.647.960) From payable to third parties (39.677.539) (63.161.532) Exchange gains (losses) 17 (2.322.619) 22.100.038 Impairment losses and income from disposal of financial instruments 36.137 - Results from disposals and others 36.137 - FINANCIAL RESULT (62.659.111) (77.355.960) PROFIT BEFORE TAXES 188.459.819 14.585.772 Income Tax 15 1.977.417 (4.783.586) PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 190.437.236 9.802.186 DISCONTINUED OPERATIONS Profit for the year from discontinued operations net of taxes PROFIT FOR THE YEAR 190.437.236 9.802.186

GESTAMP AUTOMOCIÓN SA STATEMENT OF CHANGES IN EQUITY FOR THE YEARS 2017 AND 2016 RECOGNIZED INCOME AND EXPENSES STATEMENT (In Euros)

	2017	2016
PROFIT FOR THE YEAR	190.437.236	9.802.186
Incomes and expenses directly attributed to equity For valuation of financial assets
For cash flow hedges	17.841.366	7.241.940
Tax effect	(4.995.582)	(1.386.543)
	203.283.019	15.657.583
Transfers to Income Statement Por valoración de instrumentos financieros
For cash flow hedges	(8.968.901)	(5.927.323)
Tax effect	2.511.292	1.660.164
Total transfers to Income Statement	(6.457.609)	(4.267.159)
TOTAL RECOGNIZED INCOME AND EXPENSES	196.825.410	11.390.424

	Capital					Profit (loss) for	Adjustments for
	Subscribed	Uncalled	Share premium	Legal Reserve	Reserves	the year	change in value	TOTAL
AT DECEMBER 31, 2015	288.236.775		61.591.287	45.251.696	265.335.905	8.785.239	(16.887.874)	652.313.028
Adjustments made for changes in accounting policies 2015 or due to Adjustments due to 2015 or prior years' errors prior years'
ADJUSTED BALANCE AT START OF 2016	288.236.775		61.591.287		265.335.905	8.785.239	(16.887.874)	652.313.028
Total recognised income and expenses						9.802.186	1.588.238	11.390.424
Transactions with shareholders or owners				878.524	(40.537.285)	(8.785.239)		(48.444.000)
Distribution of the 2015 result Capital Increases				878.524	7.906.715	(8.785.239)
Technical installations and other tangible fixed assets 3. ( - )Capital Reductions			-
Dividends distributed					(48.444.000)			(37.710.579)
Adjustments made for changes in accounting policies 2016 AT DECEMBER 31, 2016	288.236.775		61.591.287	46.130.220	224.798.620	9.802.186	(15.299.636)	615.259.452
Adjustments due to 2016 errors		-
ADJUSTED BALANCE AT START OF 2017	288.236.775		61.591.287	46.130.220	224.798.620	9.802.186	(15.299.636)	569.129.232
Total recognised income and expenses						190.437.236	6.388.174	196.825.410
Transactions with shareholders or owners				980.219	(57.055.244)	(9.802.186)		(65.877.211)
Distribution of the 2016 result Capital Increases				980.219	8.821.967	(9.802.186)
3. ( - )Capital Reductions	(479.595)				479.595
Dividends distributed					(66.356.806)			(66.356.806)
Other changes in equity Other (especify)
AT DECEMBER 31, 2017	287.757.180		61.591.287	47.110.439	167.743.376	190.437.236	(8.911.462)	745.728.056

Gestamp Automoción SA. STATEMENT OF CHANGES IN EQUITY AT DECEMBER 31, 2017

GESTAMP AUTOMOCIÓN SA STATEMENT OF CASH FLOWS AT DECEMBER 31, 2017 AND DECEMBER 31, 2016

(In Euros)

	Note	2017	2016
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year before taxe		188.459.819	14.585.772
Adjustments to profit		(168.565.444)	9.344.598
Depreciation and amortization of intangible assets and PP&E	5,6,7	7.485.307	7.581.899
Impairment of intangible assets and PP&E	8.1	11.531.700	1.380.713
Change in provisions Losses and income from disposal of financial instruments	13	(338.884) 2.939	2.555.550 -
Financial income	16.4	(252.985.120)	(79.883.018)
Financial expenses	16.5	63.416.738	99.809.492
Exchange rate differences	17	2.322.619	(22.100.038)
Other Income and expenses		(743)	-
Changes in working capital		116.349	(2.057.104)
Trade and other receivables		(4.374.990)	(1.886.708)
Otros activos corrientes		(14.997)	-
Trade and other payables		4.506.336	(170.396)
Other cash-flows from operating activities		192.300.264	(28.732.738)
Interest paid		(58.692.095)	(113.901.845)
Dividends received		176.386.607	-
Interest received		71.448.861	81.482.646
Proceeds (payments) of income tax		3.156.891	3.686.461
Cash flows from operating activities		212.310.988	(6.859.472)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments on investments		(743.446.404)	(969.114.482)
Group companies and associates		(742.316.672)	(931.972.811)
Intangible assets		(475.000)	(31.518)
Property, plant and equipment		(4.710)	-
Real estate investments		-	-
Other financial assets		(650.022)	(37.110.153)
Proceeds from divestments		341.932.808	204.666.356
Group companies and associates		340.482.683	204.666.356
Other financial asset		1.450.125	-
Cash flows from investing activities		(401.513.596)	(764.448.126)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds and payments on financial liabilities		781.905.274	726.269.574
Issue		1.354.212.914	1.646.275.609
Obligaciones y otros valores negociables		75.000.000	-
Interest-bearing loans and borrowings		970.802.092	659.357.000
Borrowings from Group companies and associates		308.885.822	986.918.609
Otras deudas		(475.000)	-
Repayment of		(572.307.640)	(920.006.035)
Interest-bearing loans and borrowings		(268.098.369)	(85.404.865)
Borrowings from Group companies and associates		(304.209.271)	(834.601.170)
Payments on dividends and other equity instruments		(66.356.807)	(48.444.000)
Dividends	11.3	(66.356.807)	(48.444.000)
Cash flows from financing activities		715.548.467	677.825.574
EFFECT OF CHANGES IN EXCHANGE RATES
NET INCREASE/ DECREASE OF CASH OR CASH EQUIVALENTS		526.345.859	(93.482.024)
Cash and cash equivalents at the beginning of the year	10	48.147.958	141.629.982
Cash and cash equivalents at the end of the year	10	574.493.816	48.147.958

1. ACTIVITY OF THE COMPANY

Gestamp Automoción, S.A. (the "Company") has its registered address in the Polígono Industrial de Lebario industrial park in Abadiño, Vizcaya. The Company was incorporated for an indefinite period via a public deed executed on December 22, 1997, before Bilbao notary José Antonio Isusi Escurrida, under number 4.852 of his protocol. The Company is on file at the Vicaya Companies Register in tome 3.614, section 8, page BI-21245, folio 107, inscription 1 TIN : A-48943864

The Company mainly provides advisory, financing and connection services to its subsidiaries, which engage in activities related to the automotive industry. As part of its activity, the Company charges its subsidiaries a royalty for use of the Gestamp trademark (Note 5) based on sales, and obtains revenue from the lease of properties to group companies (Note 7).

The Company belongs to a group whose parent is its majority shareholder, Acek Desarrollo y Gestión Industrial, S.L., formerly called Corporación Gestamp, S.L. (hereinafter Grupo Acek), which changed its corporate name pursuant to a resolution adopted by shareholders at the Extraordinary and Universal General Meeting held on February 5, 2015. The change of name was executed in a public deed on the same date. Transfer prices between Group entities and also between third parties related to the Group are appropriately supported by a transfer pricing dossier as it is established in the legislation in force.

As explained in Note 19, Gestamp Automoción, S.A. performs and maintains significant balances and transactions with relates parties, therefore, to interpret this Annual Accounts you should take into account these circumstances.

The Acex Desarrollo y Gestión Industrial, S.L. Group's consolidated financial statements for the year ended December 31, 2017, the management report for the year then ended and the related audit report, will be placed on file at the Madrid Companies Register.

The Company's directors also prepare consolidated financial statements for Gestamp Automoción Group, of which the Company is the parent (Note 2.4).

2. BASIS OF PRESENTATION

The financial statements have been prepared in accordance with the Spanish General Chart of Accounts (Plan General de Contabilidad) approved by Royal Decree 1514/2007, of November 16, as amended by Royal Decree 602/2016, of December 2, and all other prevailing company law.

The accompanying financial statements have been prepared by the directors of the Company and will be submitted for approval by the General Shareholders' Meeting. It is expected that they will be approved without modification.

The figures shown herein are in euros (€), unless stated otherwise.

2.1 Fair presentation

The financial statements have been prepared from the auxiliary accounting records of the Company in accordance with prevailing accounting legislation to present fairly the Company's equity, financial position and results. The statement of cash flows have been prepared to present fairly the origin and use of the Company's monetary assets representing cash and cash equivalents.

The accompanying financial statements have been prepared by the directors of the Company on a going concern basis.

2.2 Comparative information

In accordance with company law, for comparative purposes the Company included the 2016 figures in addition to those of 2017 for each item of the balance sheet, the income statement, the statement of changes in equity and the statement of cash flows. Quantitative information for 2016 is also included in the notes to the financial statements unless an accounting standard specifically states that this is not required.

2.3 Critical issues regarding the measurement and estimation of uncertainties

The directors prepared the Company's financial statements using estimates based on historical experience and other factors considered reasonable under the circumstances. The carrying amounts of assets and liabilities, which were not readily apparent from other sources, were established on the basis of these estimates. The Company reviews these estimates on an ongoing basis. However, given the uncertainty inherent in them, the need may arise to make significant adjustments to the carrying amounts of assets and liabilities affected in future periods should significant changes occur in the assumptions or circumstances on which the resulting values were based. Where applicable, these adjustments are made prospectively, with the related effects recognized in the financial statements of the corresponding year.

2.3.1 Key estimates

Key assumptions concerning the future and other relevant data on the uncertainty of estimates at the reporting date, which could entail a considerable risk of significant changes in the value of assets and liabilities in the subsequent reporting period, are as follows:

a) Impairment of non-current assets

Estimates must be made when measuring non-current assets other than financial assets, especially goodwill, to determine their fair value in order to assess whether the assets may be impaired. To determine fair value, the Company's directors estimate the expected future cash flows from the assets or the cash-generating units to which they belong, applying an appropriate discount rate to calculate the present value of these cash flows. Future cash flows depend on the fulfillment of budgets for the coming five years, whereas discount rates depend on the interest rate and the risk premium associated with each cash-generating unit. Note 5.2 discusses the assumptions used to calculate value in use of the cash-generating units.

b) Impairment of financial assets

To determine the impairment of investments in group companies, jointly controlled entities and associates, the Company's directors estimate the expected future cash flows from the assets or the cash-generating units to which they belong, applying an appropriate discount rate to calculate the present value of these cash flows. Future cash flows depend on the fulfillment of budgets for the years forecast, whereas discount rates depend on the interest rate and the risk premium associated with each cash-generating unit. The value in use of the cash-generating units has been calculated following assumptions that are analysed in Note 8.3

c) Deferred tax assets

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses for which it is probable that the Company will have sufficient future taxable profit available enabling their application. To determine the amount of deferred tax assets that can be recognized, the Directors estimate the amounts and dates on which future taxable profits will be obtained, and the period of reversal of taxable temporary differences. The Directors of the Company estimate that the deferred tax assets registered will be recover within a máximum period of 10 years.

2.4 Consolidated financial statements

On the same date, the directors authorized for issue the consolidated financial statements of Gestamp Automoción, S.A. and subsidiaries for 2017, which showed consolidated total assets of €7.224.924 thousand, consolidated equity of €1.970.555 thousand and consolidated profit attributable to the Company of € 239.692 thousand.

3. DISTRIBUTION OF PROFIT

The distribution of 2017 profit proposed by the directors and expected to be approved at the General Shareholders Meeting is as follows:

(€)	2017
Basis of distribution
Profit for the year	190.437.236
	190.437.236
Appropriation to:
Legal reserve	10.440.998
Dividends	71.939.295
Goodwill reserve	108.056.943
	190.437.236

3.1 Limitations on the distribution of dividends

The Company must earmark 10% of profit for the year for the legal reserve until such reserve represents at least 20% of the share capital. The legal reserve is not available for distribution to shareholders unless it exceeds 20% of the share capital (Note 11.3).

Dividends may only be drawn on the year's profit or freely available reserves after meeting the requirements laid down by law and in the by-laws, and if the value of the corporate equity is not, or as a result of such distribution would not be, less than the company's capital. For these purposes, any profit directly allocated to total equity may not be distributed either directly or indirectly. In the event of losses in preceding years that reduce the Company's equity to less than the amount of share capital, profit shall be used to offset these losses.

Until 2016, the Company provisioned a restricted reserve equivalent to the goodwill booked as an asset on the balance sheet, earmarking to this end a portion of its profits representing at least five per cent of the amount of such goodwill. As a result of the amendments introduced by Law 22/2015, the obligation to provision this reserve no longer exists.

In addition, the distribution of dividends is restricted in accordance with the stipulations of the syndicated loans detailed in Note 14.1.

4. RECOGNITION AND MEASUREMENT STANDARDS

The main recognition and measurement standards applied by the Company in the preparation of the accompanying financial statements are as follows:

4.1 Intangible assets

Intangible assets are initially measured at cost, determined as the purchase price or production cost.

After initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment.

Intangible assets with a finite useful life are amortized on a systematic basis in accordance with their estimated useful life and residual value. Amortization methods and periods are reviewed at the end of each reporting period, and adjusted prospectively where applicable. Intangible assets are tested for impairment at least at each financial period end and any impairment is recognized.

Trademark

The trademark is measured initially at acquisition cost, established based on the valuation by an independent expert. Until 2015, it was considered to be an indefinite-life intangible asset and, therefore, was not amortized. From 2016, following approval of the accounting reform, with prospective effect, the Company amortizes its trademark over a period of 10 years. At least annually, it is analyzed whether there are indications of impairment of the cash generating units to which the trademark has been assigned, and, if there are, the possible impairment is verified in accordance with Note 4.5.

Goodwill

Goodwill is measured initially, upon acquisition, at cost, and recognized as the excess of the cost of the business combination over the fair value of the identifiable assets acquired less the liabilities assumed.

Exceptionally, goodwill existing at the date of transition to the Spanish General Chart of Accounts (Plan General de Contabilidad) approved by Royal Decree 1514/2007, is recognized at its carrying amount at January 1, 2008; i.e. at cost less accumulated depreciation recognized at that date in accordance with the accounting standards in force previously.

In accordance with the General Chart of Accounts approved by Royal Decree 1514/2007, the goodwill was not amortized and, instead, the cash generating units to which goodwill had been assigned on the adquisition date were, at least annually, subjected to the verification of their possible deterioration of the value, recording, where appropriate, the corresponding valuation adjustment for impairment.

With effect from January 1, 2016, goodwill is amortized on a straight-line basis over a useful life of 10 years, as provided for in Royal Decree 602/2016, of December 2. At least annually, the cash-generating units to which goodwill has been allocated are tested for impairment. If any such indication exist, impairment is recognized as explained in Note 4.5.

4.2 Property, plant and equipment

Elements of property, plant and equipment are measured at cost, determined as the purchase price or production cost. The cost of property, plant and equipment acquired in business combinations is the acquisition-date fair value.

After initial recognition, property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment.

When available for use, property, plant and equipment are depreciated on a straight-line basis over their estimated useful life.

The years of estimated useful life of property, plant and equipment are as follows:

Buildings 35 years

Years of useful life

The Company reviews the assets' residual values, useful lives and depreciation methods at the end of each reporting period and adjusts them prospectively where applicable.

4.3 Investment property

Land and buildings leased to third parties are classified as investment property. The criteria set out for property, plant, and equipment are applied to investment property.

Depreciation of investment property is calculated on a straight-line basis over an estimated useful life on 35 years.

Incomes from property investments belong to operating leases.

4.4 Leases

When determining the classification of leases, the Company takes into consideration, as indicators of the transfer of the risks and rewards of ownership of the leased assets, the following:

• The lease term covers all or the major part of the economic life of the asset,
• The present value of the minimum lease payments amounts to substantially all the fair value of the leased asset.
• The specialized nature of the leased assets restricts their use to the lessee.
• The lessee can continue the lease for a secondary period at a rent that is substantially lower than market rent.

Company as lessee

Operating lease payments are recognized as expenses in the income statement when accrued.

Company as lessor

Income from operating leases is recognized in the income statement when accrued. The carrying amount is increased by the amount of directly attributable contract costs, which are recognized as an expense over the lease term using the same criteria as for the recognition of lease income.

4.5 Impairment of non-financial assets

At least at the end of each reporting period, the Company assesses whether there is any indication that a non-current asset or, where applicable, a cash-generating unit may be impaired. If an indication exists, estimates the asset's recoverable amount.

The recoverable amount is the higher of the fair value of the asset less costs to sell and its value in use. The asset is considered impaired when its carrying amount exceeds its recoverable amount. The value in use is the present value of the future cash flows expected to be obtained, discounted at a market

risk-free rate and adjusted for any risks specific to the asset. For those assets that do not generate cash inflows that are largely independent of those from other assets or groups of assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

The fair value less costs to sell is calculated by the Company using the equity of the investee adjusted by the amount of any tacit capital gains that the invested company could have. These tacit capital gains, mainly land and buildings, are obtained from and independent expert.

A detailed explanation of the measurement criteria used to calculate the recoverable amount of goodwill and of the Gestamp trademark acquired in 2013 from the majority shareholder is provided in Note 5.

Impairment and any reversals thereof are recognized in the income statement. Impairment losses are reversed only if the circumstances that gave rise to the impairment cease to exist. Goodwill impairment losses cannot be reversed. Impairment is only reversed up to the limit of the carrying amount of the asset that would have been determined had the impairment loss not been recognized.

4.6 Financial assets

Classification and measurement

Loans and receivables

The Company recognizes in this category trade and non-trade receivables, which include financial assets with fixed or determinable payments not traded in an active market for which the Company expects to recover all of its initial investment, for reasons other than credit deterioration.

These assets are initially measured at fair value. In the absence of evidence to the contrary, this is the transaction price, which is equivalent to the fair value of the consideration given plus directly attributable transaction costs.

The financial assets included in this category are subsequently measured at amortized cost.

Held-to-maturity investments

These include debt securities with fixed maturity and fixed or determinable payments traded in an active market, which the Company has the positive intention and financial ability to hold to maturity.

These assets are initially measured at fair value. In the absence of evidence to the contrary, this is the transaction price, which is equivalent to the fair value of the consideration given plus directly attributable transaction costs.

The financial assets included in this category are subsequently measured at amortized cost.

Equity investments in group companies, jointly controlled entities and associates

This category includes equity investments in companies over which the Company has control (group companies), joint control through a statutory or contractual arrangement (jointly controlled entities) or has significant influence (associates).

These assets are initially measured at fair value. In the absence of evidence to the contrary, this is the transaction price, which is equivalent to the fair value of the consideration given plus directly attributable transaction costs.

Investments in group companies are recognized, where applicable, based on the accounting principles for transactions with group companies (Note 4.16) and the criteria for determining the cost of the combination set forth in the standard for business combinations.

When an investment is newly classified as an investment in a group company, jointly controlled entity or associate, the cost is deemed to be the investment's recognized carrying amount immediately prior to the company being classified as such. Where applicable, prior valuation adjustments related to the investment recognized directly in equity remain in equity until the investment is either sold or impaired.

Equity investments in group companies, jointly controlled entities and associates are subsequently measured at cost less any accumulated impairment.

Hedging derivatives

These include derivatives classified as hedging instruments. Financial instruments which have been designated as hedging instruments are measured as indicated in Note 4.9.

Derecognition

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or have been transferred, provided that substantially all the risks and rewards of ownership have been transferred.

If the Company has neither transferred nor retained substantially all the risks and rewards, it derecognizes the financial asset when it has not retained control over that asset. If the Company has retained control, it continues to recognize the financial asset at the amount of its exposure to variability in the value of the transferred asset; that is, to the extent of its continuing involvement in the financial asset. The associated liability is also recognized.

The gain or loss on derecognition of the financial asset is determined as the difference between the consideration received net of attributable transaction costs, including any new asset obtained less any liability assumed, and the carrying amount of the financial asset, plus any accumulated amount recognized directly in equity. The gain or loss is recognized in profit or loss for the reporting period in which it arises.

Interest and dividends from financial assets

Interest and dividends accrued on financial assets after acquisition are recognized as income in the income statement. Interest is accounted for using the effective interest rate method, while dividends are recognized when the right to receive payment is established.

Upon initial measurement of financial assets, accrued explicit interest receivable at the measurement date is recognized separately, based on maturity. Dividends declared by the pertinent body at the acquisition date are also accounted for separately. Explicit interest is the interest obtained by applying the financial instrument's contractual interest rate.

If distributed dividends are clearly derived from profits generated prior to the acquisition date because amounts have been distributed which are higher than the profits generated by the investment acquisition, the difference is accounted for as a deduction in the carrying amount of the investment and not recognized as income.

4.7 Impairment of financial assets

The Company adjusts the carrying amount of financial assets with a charge to the income statement when there is objective evidence that the asset is impaired.

To determine impairment losses on financial assets, the Company assesses the potential loss of individual as well as groups of assets with similar risk exposure.

Debt instruments

There is objective evidence that debt instruments (receivables, loans and debt securities) are impaired as a result of an event occurring after initial recognition and leading to a reduction or delay in estimated future cash flows.

The Company classifies as impaired assets (non-performing assets) debt instruments for which there is objective evidence of impairment, which refers basically to the existence of data which evidence the possible irrecoverability of total agreed-upon future cash flows.

For financial assets measured at amortized cost, the amount of the impairment loss is measured as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate calculated upon initial recognition. For variable interest financial assets, the effective interest rate at the reporting date is used.

Reversals of impairment are recognized as income in the income statement up to the limit of the carrying amount of the financial asset that would have been recorded at the reversal date had the impairment loss not been recognized.

Equity instruments

For equity investments in group companies, jointly controlled entities and associates, the impairment loss is measured as the difference between the carrying amount and the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the present value of the future cash flows from the investment. When estimating impairment, the investee's equity is taken into consideration, corrected for any unrealized gains existing at the measurement date.

The reversal of an impairment loss is recognized in the income statement. The loss can only be reversed up to the limit of the carrying amount of the investment that would have been disclosed at the reversal date had the impairment loss not been recognized.

4.8 Financial liabilities

Classification and measurement

Debts and payables

This category includes financial liabilities arising on the purchase of goods and services in the course of the Company's trade transactions, and non-trade payables that are not derivatives.

Financial liabilities included in this category are initially measured at fair value. In the absence of evidence to the contrary, this is the transaction price, which is equivalent to the fair value of the consideration received, adjusted for directly attributable transaction costs.

The financial liabilities included in this category are subsequently measured at amortized cost. Accrued interest is recognized in the income statement using the effective interest rate method.

Nonetheless, trade payables falling due within one year for which there is no contractual interest rate, and called-up equity holdings expected to be settled in the short term are measured at their nominal amount, provided that the effect of not discounting the cash flows is immaterial.

Hedging derivatives

These include derivatives classified as hedging instruments.

Financial instruments which have been designated as hedging instruments are measured as indicated in Note 4.9.

Derecognition

The Company derecognizes a financial liability when the obligation is extinguished.

An exchange of debt instruments with substantially different terms entails derecognition of the original financial liability and recognition of the new financial liability. Similarly, any substantial modification of the terms of an existing financial liability is also recognized.

The difference between the carrying amount of a financial liability, or part of that liability, that has been derecognized and the consideration given, including attributable transaction costs and any asset transferred (other than cash) or liability assumed, is recognized in profit or loss for the reporting period in which it arises.

In an exchange of debt instruments that do not have substantially different terms, the original financial liability is not derecognized. Fees and commissions paid are accounted for as an adjustment to the carrying amount. The new amortized cost of the financial asset is calculated using the effective interest rate, which is the discount rate that equates the carrying amount of the financial liability at the modification date to the cash flows payable under the new terms.

For these purposes, the terms of the contract are considered substantially different when the lender is the same that granted the original loan and the present value of the cash flows from the new financial liability, including any net fees, differs by at least 10% from the discounted present value of the remaining cash flows from the original financial liability, discounted using the effect interest rate of the latter.

4.9 Derivative financial instruments and hedges

The Company arranges cash flow hedges (of interest rates) with a number of entities operating in organized markets. The purposes of these arrangements is to hedge the risk of fluctuations in floating interest rates on part of the loans and bank borrowings held and on part of the Company's expected future borrowings.

These financial derivatives designated as cash flows are recognized initially in the balance sheet at cost and subsequently the necessary valuation adjustments are made to reflect the market value at any given time.

The ineffective portion of changes in the market value of the hedging instruments is recognized in the income statement and the effective portion in "Cumulative gains on cash flow hedges - Hedges." The cumulative gain or loss previously recognized in these items is reclassified to the income statement line affected by the hedged item as this item affects profit or loss or in the reporting period in which the hedged item is sold.

Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

4.10 Cash and cash equivalents

Cash and cash equivalents include cash, current accounts, short-term deposits and purchases of assets under resale agreements which meet the following criteria:

• They are convertible to cash.
• They have a maturity of three months or less from the date of acquisition.
• There is no significant risk of changes in value.
• They form part of the Company's usual cash management strategy.

For the purposes of the statement of cash flows, cash may also include occasional overdrafts when these form an integral part of the Company's cash management.

4.11 Provisions and contingencies

The Company recognizes provisions when it has a present obligation (legal, contractual, constructive or tacit) arising from past events, the settlement of which is expected to result in an outflow of resources and the amount of which can be measured reliably.

Provisions are measured at the present value of the best estimate of the amount required to settle the obligation or transfer it to a third party. Adjustments arising from the discounting of the provision are recognized as a finance expense when accrued. Provisions expiring within one year are not discounted where the financial effect is not material. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.

Reimbursements receivable from a third party on settlement of the obligation do not reduce the amount of the debt, but are recognized as an asset, provided that there is no doubt as to its collection. The amount of the asset must not exceed the amount of the obligation recognized. Where a risk is externalized by means of a legal or contractual agreement, provision is only made for the part of the risk assumed by the Company.

In addition, contingent liabilities are considered to be possible 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 wholly within the control of the Company, as well as present obligations arising from past events not recognized because it is not probable that an outflow of resources will be required to settle the obligation or because the amount of the obligation cannot be measured with sufficient reliability. These liabilities are not recognized, but are disclosed in the accompanying notes, unless the possibility of an outflow of resources is remote.

4.12 Income tax

Income tax expense for the year is calculated as the sum of current tax resulting from applying the corresponding tax rate to taxable profit for the year, less deductions and other tax relief, taking into account changes during the year in recognized deferred tax assets and liabilities. The tax expense is recognized in the income statement, except when it relates to transactions recognized directly in equity, in which case the related tax is likewise recognized in equity, and in the initial accounting of business combinations, in which case it is recognized as with the remaining assets and liabilities of the business acquired.

Deferred taxes are recognized for temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts. The tax base of an asset or liability is the amount attributed to it for tax purposes.

The tax effect of temporary differences is included in "Deferred tax assets" or "Deferred tax liabilities" on the balance sheet, as applicable.

The Company recognizes deferred tax liabilities for all taxable temporary differences, except where disallowed under prevailing tax legislation.

The Company recognizes deferred tax assets for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses to the extent that it is probable that it will have future taxable profit against which these assets may be utilized, except where disallowed by prevailing tax legislation.

At the end of each reporting period, the Company reassesses recognized and previously unrecognized deferred tax assets. Based on this analysis, the Company then derecognizes previously recorded deferred tax assets when recovery is no longer probable, or recognizes a previously unrecorded deferred tax asset to the extent that it is probable that future taxable profit will enable its application.

Deferred tax assets and liabilities are measured using the tax rates expected to prevail upon their reversal, based on tax legislation approved, and in accordance with the manner in which the assets are reasonably expected to be recovered and liabilities settled.

Deferred tax assets and deferred tax liabilities are not discounted and are classified as non-current assets or non-current liabilities, regardless of the date they are expected to be realized or settled.

Tax consolidation regime

In application of the consolidated tax regime, the individual income tax payable to or receivable from subsidiaries are included in the Parent's individual income tax statement for the reporting period for subsequent settlement with the government as representative of the tax group.

Accordingly, the resulting income tax payable or receivable is recorded in accounts with group companies.

4.13 Classification of current and non-current assets and liabilities

Assets and liabilities are classified in the balance sheet as current or non-current. Accordingly, assets and liabilities are classified as current when they are associated with the Company's normal operating cycle and it is expected that they will be sold, consumed, realized or settled within the normal course of that cycle; when they differ from the aforementioned assets and are expected to mature, to be sold or settled within one year; and when they are held for trading or are cash and cash equivalents whose use is not restricted to one year.

4.14 Revenue and expenses

Revenue and expenses are recorded according to the accruals principle, at the moment the goods or services transactions represented by them take place, regardless of when actual payment or collection occurs.

4.15 Foreign currency transactions

The Company's functional and presentation currency is the euro.

Foreign currency transactions are translated into euros at the spot exchange rate prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currency are translated at the spot rate prevailing at the reporting date. Exchange gains or losses arising on this process and on settlement of

these assets and liabilities are recognized in the income statement for the reporting period in which they occur.

4.16 Related party transactions

Related party transactions are measured using the same criteria described above, except for the following transactions:

• Non-monetary contributions of a business to a group company, which are measured at the carrying amount of the assets and liabilities constituting the business contributed.
• In mergers, spin-offs and non-monetary contributions of a business of a direct or indirect subsidiary, the items acquired are measured at the amount at which they would be recognized in the consolidated financial statements after the transaction. If the transaction is with another company of the group that is not a direct or indirect subsidiary, the items acquired are measured at the carrying amounts recognized in the separate annual accounts prior to the transaction. Any resulting differences are recognized in reserves.

The prices of related party transactions are adequately documented; therefore, the Company's directors consider there are no risks of significant tax liabilities arising.

4.17 Termination benefits

In accordance with prevailing labor legislation, the Company is required to pay indemnities to employees whose contracts are terminated under certain circumstances. Reasonably quantifiable termination benefits are recognized as an expense in the year in which the company has created a valid expectation with respect to third parties that it will assume an obligation.

5. INTANGIBLE ASSETS

The movements in items composing "Intangible assets" are as follows:

(€)	Opening balance	Additions and allowances	Closing balance
2017
Patents, licenses, trademarks, and similar rights	31,285,809	950,000	32,235,809
Goodwill	38,050,213		38,050,213
Amortization Patents, licenses, trademarks, and similar rights	(3,127,747)	(3,128,674)	(6,256,421)
Goodwill	(30,440,170)	(3,805,021)	(34,245,191)
	35,768,105	(5,983,695)	29,784,410

(€)	Opening balance	Additions and allowances	Closing balance
2016
Patents, licenses, trademarks, and similar rights	31,254,291	31,518	31,285,809
Goodwill	38,050,213	-	38,050,213
Amortization Patents, licenses, trademarks, and similar rights	-	(3,127,747)	(3,127,747)
Goodwill	(26,635,149)	(3,805,021)	(30,440,170)
	42,669,355	(6,901,250)	35,768,105

5.1 Significant movements

The goodwill arose in 2001 from the merger with Modular Business & Ingeniería, S.L., and related to the difference between the value of the investment shown on the acquiree's balance sheet and the acquirer's equity at the effective date of the merger (January 1, 2001).

The amount shown for "Patents, licences, trademarks and similar rights" relates to the Gestamp trademark for the automotive components acquired on January 1, 2013. from Acek Desarrollo y Gestión Industrial, S.L., for €31,060,000, and the related acquisition costs. The addition shown belongs to a licence for the use of a industrial procedure.

5.2 Impairment testing of goodwill and intangible assets assigned to

The Company has established an annual procedure to identify potential decreases in the value of recognized goodwill to below recoverable amount. This procedure is applied to the cash-generating unit (CGU) to which the goodwill is allocated.

Considering the positive development of Gestamp bussines and the cash-generatin unit (CGU) to which the goodwill is allocated, there is no signal of impairment.

5.3 Other disclosures

No items of intangible assets were acquired from group companies in either 2016 or 2017.

At December 31, 2017 and 2016, there were no firm commitments to acquire intangible assets.

6. PROPERTY, PLANT AND EQUIPMENT

The movements in items composing "Property, plant and equipment" are as follows:

(€)	Opening balance	Additions and allowances	Closing balance
2017
Cost
Land and buildings	93,733		93,733
Other property, plant and equipment	5,972	4,710	10,682
	99,705	4,710	104,415
Accumulated depreciation
Land and buildings	(4,517)	(1,779)	(6,296)
Other property, plant and equipment	(5,972)	(339)	(6,311)
	(10,489)	(2,118)	(12,607)
Carrying amount	89,216	2,592	91,808

(€)	Opening balance	Additions and allowances	Closing balance
2016
Cost
Land and buildings	93,733	-	93,733
Other property, plant and equipment	5,972	-	5,972
	99,705		99,705
Accumulated depreciation
Land and buildings	(2,423)	(2,094)	(4,517)
Other property, plant and equipment	(5,972)	-	(5,972)
	(8,395)	(2,094)	(10,489)
Carrying amount	91,310	(2,094)	89,216

Company policy is to take out all the insurance policies considered necessary to cover the risks to which its property, plant and equipment and investment property might be exposed (Note 7).

7. INVESTMENT PROPERTY

The movements in items composing "Investment property" at December 31, 2017 are as follows:

(€)	Opening balance	Additions and allowances	Closing balance
2017
Land	5,775,822		5,775,822
Buildings	19,621,547		19,621,547
	25,397,369		25,397,369
Accumulated depreciation
Land
Buildings	(1,395,739)	(549,494)	(1,945,233)
	(1,395,739)	(549,494)	(1,945,233)
Carrying amount	24,001,630	(549,494)	23,452,136

		Additions
	Opening	and	Closing
(€)	balance	allowances	balance
2016
Land	5,775,822	-	5,775,822
Buildings	19,621,547	-	19,621,547
	25,397,369	-	25,397,369
Accumulated depreciation
Land	-	-
Buildings	(748,702)	(647,037)	(1,395,739)
	(748,702)	(647,037)	(1,395,739)
Carrying amount	24,648,667	(647,037)	24,001,630

On December 23, 2014, the Company acquired the properties located in Vigo and Bizkaia (Abadiño) from group company Inmobiliaria Acek, S.L. for €24.9 million. This value was taken from an independent expert appraisal.

The Company leased the industrial buildings in Vigo and Abadiño to group companies Gestamp Vigo, S.A. and Gestamp Servicios, S.A., respectively.

Revenues from investments properties are recorded within other operating income (see note 19 )

7.1 Other disclosures

At the end of the reporting period, the Company did not have any investment properties located outside of Spain, or any firm commitments to acquire real estate assets.

7.2 Operating leases

The company is a lessee of software mainly that does not present significant commitments ( see note 16.3 )

The original leases expired in 2016 and were tacitly renewed to the end of 2017, and include tacit annual renewal to 2018.

The future minimum rentals receivable under these non-cancellable operating leases at December 31 are as follows:

€	2017	2016
Within one year	1,835,979	1,835,979

8. INVESTMENTS IN GROUP COMPANIES, JOINTLY CONTROLLED ENTITIES AND ASSOCIATES

The movements in items composing "Investments in group companies, jointly controlled entities and associates" are as follows:

(€)	Opening balance	Additions	Disposals	Provision for impairment	Closing balance
2017
Equity instruments	586,431,747	90,714,063	(209,686)	(11,531,699)	665,404,425
	586,431,747	90,714,063	(209,686)	(11,531,699)	665,404,425
2016
Equity instruments	548,890,555	38,921,905	-	1,380,713	586,431,747
	548,890,555	38,921,905	-	1,380,713	586,431,747

8.1 Significant movements

Movements – 2017

On April 27, 2017 the Company acquired 50,000 shares of Diede Die Development S.L., amounting to €495,381, which were previously held by Bero Tools S.L and 30,645 shares, amounting to €303,609.10, previously held by Gestamp Tool Hasdening, S.L. After this acquisition, the stake held remains 100%.

On September 20, 2017, Gestamp Automoción participated in the capital increase carried out by Gestamp Hungária Kft, making a monetary contribution of €26,161,548.48. After this transaction, the interest held in this company was unchanged, remaining at 100%.

On September 21, 2017, the Company made a partner's contribution of €5,000,000 to Gestamp Vendas Novas Unipessoal, Lda.

On December 22, 2017, the Company sold to Gestamp Palencia S.A. the stake held in Gestamp Galvanizados S.A, comprise.d of 1,807 shares and corresponding the 5.01% of the total stake amounting to €212,625. The profit obtained amounts to €2,939 and it has been included in 'Impairment losses and income from disposal of financial instruments'.

On December 22, 2017, the Company made a partner's contribution of €200,400 to Gestamp Solblank Barcelona, S.A.

On December 21, 2017, the Company made a partner's contribution of €1,968,618.22 to Gestamp Cerveira, Lda.

On December 21, 2017, the Company made a partner's contribution of €19,999,953.23 to Gestamp Vigo, S.A.

On December 21, 2017, the Company made a partner's contribution of €36,584,552.78 to Gestamp Toledo, S.A.

The movements in impairment losses are as follows:

(Euros)	Opening balance at January 1, 2017	Additions / (Disposals)	Closing balance at December 31, 2017	Impairment losses at January 1, 2017	(Impairment ) / Reversals	Impairment losses at December 31, 2017	Net carrying amount at December 31, 2017
AUTOTECH ENGINEERING, AIE	2.300.000	-	2.300.000	-	-	-	2.300.000
GESTAMP BIZKAIA, S.A.	139.239.507	-	139.239.507	-	-	-	139.239.507
GESTAMP ESMAR, S. A.	5	-	5	-	-	-	5
GESTAMP LINARES, S. A.	562.802	-	562.802	-	-	-	562.802
GESTAMP CERVEIRA, LDA.	12.795.455	1.968.618	14.764.073	-	-	-	14.764.073
G.AGUASCALIENTES, S,A, CV	-	-	-	-	-	-	-
GESTAMP TECH, S.L.	10	-	10	-	-	-	10
GESTAMP TOLUCA, S.A. CV	-	-	-	-	-	-	-
GESTAMP VIGO, S.A.	46.803.808	19.999.953	66.803.761	(8.484.946)	8.484.946	-	66.803.761
METALBAGES P-51, S. L.	-	-	-	-	-	-	-
				-			76.947.027
GESTAMP METALBAGES, S. A.	76.947.027	-	76.947.027		-	-
GESTAMP LEVANTE, S. L.	12.191.572	-	12.191.572	-	-	-	12.191.572
GESTAMP NAVARRA, S.A.	29.325.000	-	29.325.000	-	-	-	29.325.000
GESTAMP PALENCIA, S. A.	36.428.405	-	36.428.405	-	-	-	36.428.405
GESTAMP SERVICIOS, S.A.	70.874.177	-	70.874.177	-	-	-	70.874.177
EDSCHA KUNSTSTOFFTECHNIK GMBH	6.010	-	6.010	-	-	-	6.010
GESTAMP TOLEDO, S.A.	30.737.199	36.584.553	67.321.752	(1.524.131)	1.524.131	-	67.321.752
G.GLOBAL TOOLING, S, L,	64.898.309	-	64.898.309	-	-	-	64.898.309
EDSCHA SANTANDER, S.L.	454.777	-	454.777	-	-	-	454.777
G.GALVANIZADOS, S. A.	209.686	(209.686)	-	-	-	-	-
GESTAMP ABRERA, S. A.	395.938	-	395.938	-	-	-	395.938
G.SOLBLANK BARCELONA, S,A	600.780	200.400	801.180	-	(372.825)	(372.825)	428.355
EDSCHA HENGERSBERG REAL ESTATE GMBH	106.635	-	106.635	-	-	-	106.635
EDSCHA HAUZENBERG REAL ESTATE GMBH	42.973	-	42.973	-	-	-	42.973
GESTAMP VENDAS NOVAS, LDA	9.805.400	5.000.000	14.805.400	(7.168.636)	405.684	(6.762.952)	8.042.448
G.NORTH EUROPE SERV, S.L.	3.059	-	3.059	-	-	-	3.059
G.MANUFACT. AUTOCH, S. L.	425.000	-	425.000	-	-	-	425.000
GESTAMP ARAGON, S.A.	430.000	-	430.000	-	-	-	430.000
G. FINANCE SLOVAKIA	25.001.250	-	25.001.250	-	(1.966.493)	(1.966.493)	23.034.757
GESTAMP HOLD MÉXICO	1	-	1	-	-	-	1
G, HOLDING ARGENTINA	10.867.092	-	10.867.092	(5.410.131)	2.454.045	(2.956.086)	7.911.006
GESTIÓN GLOBAL MATRICERÍA	4.200.000	-	4.200.000	-	(246.946)	(246.946)	3.953.054
G. FUNDING LUXEMBURGO	2.000.000	-	2.000.000	-	-	-	2.000.000
LOIRE, SAFE	8.855.856	-	8.855.856	-	-	-	8.855.856
GESTAMP 2017	3.000	-	3.000	-	-	-	3.000
GESTAMP HORLDING RUSIA	28.043.001	-	28.043.001	(18.033.117)	6.269.391	(11.763.726)	16.279.274
G.TECHNOLOGY INSTITUTE	902.699	-	902.699	(865.474)	640.923	(224.551)	678.148
GESTAMP HUNGRIA KFT	5.846.001	26.161.548	32.007.549	(4.835.508)	(26.962.712)	(31.798.219)	209.330
GESTAMP AUTO COMPONENTS (WUHAN) CO.,	11.000.000	-	11.000.000	-	(1.317.386)	(1.317.386)	9.682.614
LTD.
G. NITRA	6.800	-	6.800	-	-	-	6.800
GLOBAL LÁSER ARABA	750.000	-	750.000	(305.545)	(444.455)	(750.000)	-
DIEDE D.DEVELOP., S. L.	-	798.990	798.990	-	-	-	798.990
TOTAL	633.059.234	90.504.377	723.563.611	(46.627.487)	(11.531.698)	(58.159.184)	665.404.425

Movements - 2016

Pursuant to a resolution adopted by shareholders at the Extraordinary General Meeting held on February 9, 2016, the Company participated in the capital increase carried out by Gestamp Navarra, S.A., making a monetary contribution of €28.000.000, corresponding to 28.000.000 shares of €1 par value each. After this transaction, the interest held in this company increased from 5.01% to 71.37%.

On February 18, 2016, the Company participated in a second capital increase with a monetary contribution to Gestamp Auto Components (Wuhan). This contribution amounted to €4,000,000. After this transaction, the interest held in this company was unchanged, remaining at 100%.

On March 1, 2016, the Company acquired 100% of the shares of Gestamp Nitra S.R.O. through a cash contribution of €6,800.

On March 21, 2016, the Company made a partner's contribution of €4,000,000 to Gestamp Vendas Novas Unipessoal, Lda. After this transaction, the interest held in this company was unchanged, remaining at 100%.

On July 27, 2016, the Company made a capital contribution to Global Laser Araba, S.L. of €750,000, corresponding to 750,000 shares of €1 par value each. After this transaction, the interest held in this company was 30%.

On October 25, 2016, the Company made a partner's contribution of €1,265,405 to Gestamp Cerveira, Lda. After this contribution, the interest held in this company increased from 39.37% to 42.25%.

On December 31, 2016, the Company made a partner's contribution of €899,700 to Gestamp Technology Institute, S.L. This contribution did not modify the interest held in this company, which remained at 99.97%.

The movements in impairment losses are as follows:

(Euros)	Opening balance at January 1, 2016	Additions / (Disposals)	Closing balance at December 31, 2016	Impairment losses at January 1, 2016	(Impairment) / Reversals	Impairment losses at December 31, 2016	Net carrying amount at December 31, 2016
AUTOTECH ENGINEERING, AIE	2.300.000	-	2.300.000	-	-	-	2.300.000
GESTAMP BIZKAIA, S.A.	139.239.507	-	139.239.507	-	-	-	139.239.507
GESTAMP ESMAR, S. A.	5	-	5	-	-	-	5
GESTAMP LINARES, S. A.	563	-	563	-	-	-	563
GESTAMP CERVEIRA, LDA.	11.530.051	1.265.404	12.795.455	-	-	-	12.795.455
G.AGUASCALIENTES, S,A, CV	-	-	-	-	-	-	-
GESTAMP TECH, S.L.	10	-	10	-	-	-	10
GESTAMP TOLUCA, S.A. CV	-	-	-	-	-	-	-
GESTAMP VIGO, S.A.	46.803.808	-	46.803.808	(3.743.808)	(4.741.139)	(8.484.946)	38.318.861
METALBAGES P-51, S. L.	-	-	-	-	-	-	-
GESTAMP METALBAGES, S. A.	76.947.027	-	76.947.027	-	-	-	76.947.027
GESTAMP LEVANTE, S. L.	12.191.572	-	12.191.572	-	-	-	12.191.572
GESTAMP NAVARRA, S.A.	1.325.000	28.000.000	29.325.000	-	-	-	29.325.000
GESTAMP PALENCIA, S. A.	36.428.405	-	36.428.405	-	-	-	36.428.405
GESTAMP SERVICIOS, S.A.	70.874.177	-	70.874.177	-	-	-	70.874.177
EDSCHA KUNSTSTOFFTECHNIK GMBH	6	-	6	-	-	-	6
GESTAMP TOLEDO, S.A.	30.737.199	-	30.737.199	-	(1.524.131)	(1.524.131)	29.213.068
G.GLOBAL TOOLING, S, L,	64.898.309	-	64.898.309	(5.434.607)	5.434.607	-	64.898.309
EDSCHA SANTANDER, S.L. G.GALVANIZADOS, S. A.	455 210	- -	455 210	- -	- -	- -	455 210
GESTAMP ABRERA, S. A.	396	-	396	-	-	-	396
G.SOLBLANK BARCELONA, S,A	601	-	601	-	-	-	601
EDSCHA HENGERSBERG REAL ESTATE GMBH	107	-	107	-	-	-	107
EDSCHA HAUZENBERG REAL ESTATE GMBH	43	-	43	-	-	-	43
GESTAMP VENDAS NOVAS, LDA	5.805.400	4.000.000	9.805.400	(5.398.817)	(1.769.819)	(7.168.636)	2.636.764
G.NORTH EUROPE SERV, S.L.	3	-	3	-	-	-	3
G.MANUFACT. AUTOCH, S. L.	425	-	425	-	-	-	425
GESTAMP ARAGON, S.A.	430	-	430	-	-	-	430
G. FINANCE SLOVAKIA	25.001.250	-	25.001.250	-	-	-	25.001.250
GESTAMP HOLD MÉXICO	1	-	1	-	-	-	1
G, HOLDING ARGENTINA	10.867.092	-	10.867.092	(5.474.187)	64	(5.410.131)	5.456.961
GESTIÓN GLOBAL MATRICERÍA	4.200.000	-	4.200.000	-	-	-	4.200.000
G. FUNDING LUXEMBURGO	2.000.000	-	2.000.000	-	-	-	2.000.000
LOIRE, SAFE	8.855.856	-	8.855.856	-	-	-	8.855.856
GESTAMP 2017	3	-	3	-	-	-	3
GESTAMP HORLDING RUSIA	28.043.001	-	28.043.001	(20.359.849)	2.326.732	(18.033.117)	10.009.884
G.TECHNOLOGY INSTITUTE	3	900	903	-	(865)	(865)	37
GESTAMP HUNGRIA KFT	5.846.001	-	5.846.001	(4.835.508)	-	(4.835.508)	1.010.493
GESTAMP AUTO COMPONENTS (WUHAN) CO., LTD.	7.000.000	4.000.000	11.000.000	-	-	-	11.000.000
G. NITRA	-	7	7	-	-	-	7
GLOBAL LÁSER ARABA	-	750	750	-	(306)	(306)	444
TOTAL	594.137.330	38.921.904	633.059.234	(45.246.775)	(1.380.713)	(46.627.488)	586.431.746

8.2 Description of investments in group companies, jointly controlled entities and associates

Information on direct investments in group companies, jointly controlled entities and associates at December 31 is as follows:

Net Underlying % shareholding Dividends for the Total carrying carrying € 000 Direct Indirect amount Capital Reserves Distributed year equity amount Year 2017 Gestamp Bizkaia, S.A. 85.31% 14.69% 139,240 7,670 310,441 - 9,480 327,591 279,468 Gestamp Vigo, S.A. ¹ 99.99% 1.00% 66,804 25,697 19,376 - 698 45,771 45,766 Gestamp Cerveira ¹ 39.37% 60.63% 14,764 25,414 (2,048) - 3,705 27,071 10,658 Gestamp Toledo, S.L. ¹ 99.99% 0.01% 67,322 25,346 15,712 - (123) 40,935 40,931 Autotech Engineering AIE ¹ 10.00% 90.00% 2,300 23,000 12,043 - 737 35,780 3,578 SCI de Tournan En Brie 0.10% 99.90% 6 2 (78) - 58 (18) (0) Gestamp Solblank Barcelona ¹ 5.01% 94.99% 428 8,513 (778) - 2,069 9,804 491 Gestamp Palencia, S.A. ¹ 100.00% 0.00% 36,428 19,093 7,448 (28,000) 30,182 56,723 56,723 Gestamp Linares, S.A. ¹ 5.02% 94.98% 563 9,010 (3,119) - 2,611 8,502 427 Gestamp Servicios, S.L. ¹ 99.99% 0.01% 70,874 18,703 160,227 (16,000) (6,469) 172,461 172,444 Metalbages, S.A. ¹ 100.00% 0.00% 76,947 45,762 (40,214) (110,000) 76,693 82,241 82,241 Gestamp Navarra, S.A. ¹ 71.37% 28.63% 29,325 40,080 3,857 (21,000) 13,371 57,308 40,901 Gestamp Aragón, S.A¹ 5.00% 95.00% 430 3,000 801 (7,000) 3,319 7,120 356 Gestamp Abrera, S.A¹ 5.01% 94.99% 396 6,000 1,681 (1,700) 5,687 13,368 670 Gestamp Levante, S.L¹ 88.49% 11.51% 12,192 1,074 20,468 - 5,814 27,356 24,207 Gestamp Hungría, KFT¹ 100.00% 0.00% 209 3,183 5,514 - (12,536) (3,839) (3,839) Gestamp Esmar, S.L¹ 0.01% 99.99% 0 144 (12,109) - 781 (11,184) (1) Gestamp Manufacturing Autochasis, S.L ¹ 5.00% 95.00% 425 2,000 415 (6,000) 3,984 6,399 320 Gestamp Holding Rusia S.L¹ 25.18% 52.35% 16,279 21,325 17,444 - 25,871 64,640 16,276 Gestamp Global Tooling. S.L 99.99% 0.01% 64,898 62,500 (14,845) - 22,610 70,265 70,258 Gestamp Vendas Novas S.L 100.00% 0.00% 8,042 605 6,967 - 290 7,862 7,862 Gestamp North Europe Services S.L 99.97% 0.03% 3 3 5,910 - (1,088) 4,825 4,824 LOIRE, SAFE¹ 99.00% 1.00% 8,856 1,600 10,460 (6,000) 2,967 15,027 14,877 Gestamp Funding Luxemburgo. S.A¹ 100.00% 0.00% 2,000 2,000 150 - 670 2,820 2,820 Gestamp Holding Argentina, S.L¹ 10.80% 69.89% 7,911 120,000 192 - (309) 119,883 12,947 Gestamp Techn Institute¹ 99.97% 0.03% 678 3 34 - (495) (458) (458) Gestamp Autocomponents WUHAN¹ 100.00% 0.00% 9,683 9,957 (324) - (2,240) 7,393 7,393 Edscha Santander ¹ 5.03% 94.97% 455 2,693 20,891 (12,450) (1,584) 22,000 1,107 Edscha Hengersberg Real Estate Gmbh ¹ 5.10% 94.90% 107 2,091 1,219 - 1,410 4,720 241 Gestamp Nitra S.r.o. 100.00% 0.00% 7 5 (2) - (889) (886) (886) Global Láser Araba; S.L 30.00% 0.00% 0 2,500 (737) - (681) 1,082 325 Edscha Hauzenberg Real Estate Gmbh ¹ 5.10% 94.90% 43 843 891 - 283 2,017 103 Gestamp Finance Slovakia 25.00% 75.00% 23,035 100,005 (2,175) - (1,533) 96,297 24,074 Gestamp 2017 100.00% 0.00% 3 3 (1) - 0 2 2 Gestamp Global Matricerias 30.00% 0.00% 3,953 14,000 167 - (990) 13,177 3,953 Diede Die Developments 100.00% 0.00% 799 806 (237) - 329 898 898				Profit (loss)

							Profit (loss)
			Net						Underlying
	% shareholding		carrying			Dividends	for the	Total	carrying
€ 000	Direct	Indirect	amount	Capital	Reserves	Distributed	year	equity	amount
Year 2016
Gestamp Bizkaia, S.A.	85.31%	14.69%	139,240	7,670	251,066	-	59,375	318,111	271,380
Gestamp Vigo, S.A. ¹	99.99%	0.01%	38,139	25,697	472	-	(1,095)	25,074	25,071
Gestamp Cerveira ¹	42.25%	57.75%	12,796	25,414	(3,586)	-	1,153	22,981	9,709
Gestamp Toledo, S.L. ¹	99.99%	0.01%	29,213	25,346	(19,405)	-	(1,467)	4,474	4,474
Autotech Engineering AIE ¹	10.00%	90.00%	2,300	23,000	9,206	-	2,837	35,043	3,504
SCI de Tournan En Brie	0.10%	99.90%	6	2	(238)	-	160	(77)	(0)
Gestamp Solblank Barcelona ¹	5.01%	94.99%	601	8,513	(6,208)	-	1,429	3,735	187
Gestamp Palencia, S.A. ¹	100.00%	0.00%	36,428	19,093	32,176	-	3,272	54,541	54,541
Gestamp Linares, S.A. ¹	5.02%	94.98%	563	9,010	(4,031)	-	912	5,891	296
Gestamp Servicios, S.L. ¹	99.99%	0.01%	70,874	18,703	121,994	-	54,064	194,761	194,742
Gestamp Galvanizados	5.01%	94.99%	210	3,606	1,166	-	139	4,911	246
Metalbages, S.A. ¹	100.00%	0.00%	76,947	45,762	68,155	-	1,631	115,548	115,548
Gestamp Navarra, S.A. ¹	71.37%	28.63%	29,325	40,080	11,015	-	13,842	64,937	46,346
Gestamp Aragón, S.A¹	5.00%	95.00%	430	3,000	6,423	-	1,378	10,801	540
Gestamp Abrera, S.A¹	5.01%	94.99%	396	6,000	(188)	-	3,570	9,381	470
Gestamp Levante, S.L¹	88.49%	11.51%	12,192	1,074	13,781	-	6,686	21,542	19,063
Gestamp Hungría, KFT¹	100.00%	0.00%	1,010	3,193	(1,331)	-	(15,495)	(13,633)	(13,633)
Gestamp Esmar, S.L¹	0.01%	99.99%	0	144	(13,745)	-	1,636	(11,965)	(1)
Gestamp Manufacturing Autochasis, S.L ¹	5.00%	95.00%	425	2,000	1,502	-	4,913	8,415	421
Gestamp Holding Rusia S.L¹	25.18%	52.35%	10,009	21,325	(916)	-	18,360	38,769	9,762
Gestamp Global Tooling. S.L	99.99%	0.01%	64,898	62,500	(21,798)	-	6,954	47,656	47,651
Gestamp Vendas Novas S.L	100.00%	0.00%	2,636	605	3,737	-	(1,770)	2,572	2,572
Gestamp North Europe Services S.L	99.97%	0.03%	3	3	5,588	-	322	5,913	5,911
LOIRE, SAFE¹	99.00%	1.00%	8,856	1,600	12,268	-	4,192	18,060	17,879
Gestamp Funding Luxemburgo. S.A¹	100.00%	0.00%	2,000	2,000	746	-	(596)	2,150	2,150
Gestamp Holding Argentina, S.L¹	10.80%	69.89%	5,456	120,000	722	-	(531)	120,191	12,981
Gestamp Techn Institute¹	99.97%	0.03%	37	3	632	-	(434)	201	201
Gestamp Autocomponents WUHAN¹	100.00%	0.00%	11,000	10,587	(69)	-	(275)	10,243	10,243
Edscha Santander ¹	5.03%	94.97%	455	2,693	30,616	-	2,725	36,034	1,813
Edscha Hengersberg Real Estate Gmbh ¹	5.10%	94.90%	107	2,091	854	-	365	3,310	169
Gestamp Nitra S.r.o.	100.00%	0.00%	7	5	(1)	-	(1)	3	3
Global Láser Araba; S.L	30.00%	0.00%	750	2,500	0	-	(737)	1,763	529
Edscha Hauzenberg Real Estate Gmbh ¹	5.10%	94.90%	43	843	772	-	119	1,734	88
Gestamp Finance Slovakia	25.00%	75.00%	25,001	100,005	362	-	(2,537)	97,830	24,458
Gestamp 2017	100.00%	0.00%	3	3	(1)	-	0	2	2
Gestamp Global Matricerias	30.00%	0.00%	4,200	14,000	242	-	(75)	14,167	4,250

Information on the individual financial position of each company.

¹ Companies audited by E&Y.

Financial information of Gestamp Servicios Administrativos de Brasil is not included as it is not material.

8.3 Impairment of investments in group companies, jointly controlled entities and associates

The impairment loss on investments in certain Gestamp Automoción, S.A subsidiaries was calculated in accordance with their value in use. The value in use calculation was made using cash flow projections from budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using a 1% growth rate, which is a reasonable long-term average growth rate for the industry and lower than the rate expected for the previous five years. The discount rates applied per country to the (pre-tax) cash flow projections were:

Country	Discount rate 2017	Discount rate 2016
Spain	9.81%	8.99%
Hungary	12,18%	10.37%
Argentina	22.88%	20.02%
Portugal	12.29%	9.82%
Rusia	9.82%	15.31%

The economic projections made in the previous years have not shown significant differences between the real figures.

However, in cases where impairment evidence exists and it was not possible to calculate the recoverable amount of the subgroups/subsidiaries in which the Company is directly involved since there is not sufficient information to determine the present value of the future cash flows resulting from said investments, it has been verified according to the calculation of the fair value less costs to sell. As it is described in Note 4.5, this value is determined on the net equity of the subsidiary or the corresponding subgroup, adjusted by the amount of the unrealized gains disclosed, in proportion to the direct participation held by the Company.

From the mentioned analysis, in 2017 there have been reversals for impairment losses of 19,779 thousand euros and an allowance for impairment losses of 31,310 thousand euros (see Note 8.1). In relation to 2016 there have been reversals for impairment losses of 7,825 thousand euros and an allowance for impairment losses of 9,204 thousand euros (see Note 8.1).

8.4 Other disclosures

The activities and registered addresses of direct and indirect investees at December 2017 and 2016 are as follows:

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			December 31, 2017
Company	Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
odlem, S.L.	Barcelona	Spain		58.13% Portfolio management	Full	Ernst & Young
Gestamp Navarra, S.A.	Navarra	Spain	71.37%	28.63% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Baires, S.A.	Buenos Aires	Argentina		70.00% Die cutting, tooling, and parts manufacturing	Ful	Ernst & Young
ngeniería Global MB, S.A.	Barcelona	Spain		100.00% Administrative services	Ful	N/A
Gestamp Aragon, S.A.	Zara goza	Spain	5.01%	94.99% Tooling and parts manufacturing	Ful	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	Ful	Ernst & Young
Gestamp Solblank Navarra, S.L.	Navarra	Spain		100.00% Tooling and welding	Full	Ernst & Young
MB Aragón P21, S.L.	Barcelona	Spain		100.00% Tooling and parts manufacturing	Ful	N/A
Gestamp Polska, SP. Z.O.O.	Wielkopolska	Poland		100.00% Tooling and parts manufacturing	Full	Ernst & Young
Gestamp Washington UK Limited	Newcastle	United Kingdom		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Hungaria KFT	Akai	Hungary	100.00%	Tooling and parts manufacturing	Full	Ernst & Young
Gestamp North America. INC	Michigan	USA		70.00% Administrative services	Ful	Ernst & Young
Gestamp Sweden, AB	Lulea	Sweden		100.00% Portfolio management	Full	Ernst & Young
Gestamp HardTech, AB	Lulea	Sweden		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Mason, LLc.	Michigan	USA		70.00% Tooling and parts manufacturing	Full	Ernst & Young
Gestamp Alabama, LLc.	Alabama	USA		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
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
ndustrias Tamer, S.A.	Barcelona	Spain		30.00% Tooling and parts manufacturing	Equity method	Ernst & Young
Gestamp Tooling Services, AIE	Vizcaya	Spain		100.00% Engineering and mold design	Ful	Ernst & Young
Gestamp Auto Components (Kunshan) Co., Ltd	Kunsnan	China		68.95% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Kartek Co, Ltd.	Gyeongs a ngnam-Do	South Korea		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Beycelik Gestamp Kalip, A.S.	Bursa	Turkey		50.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Toluca SA de CV	Puebla	Mexico		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Servicios Laborales de Toluca SA de CV	Puebla	Mexico		69.93% Labor services	Ful	Ernst & Young
Gestamp Services India Private, Ltd.	Mumbai	India		100.00% Tooling and parts manufacturing	Full	S.B. Da ve & Co.

	Notes to the financial statements for the vear ended December 31, 2017
GESTAMP AUTOMOCION. S.A.

			December 31, 2017
Company	Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
Gestamp Severstal Vsevolozhsk LIC	Saint Petersburg	Russia		58.13% Tooling and parts manufacturing	Fu	Ernst & Young
Adral, matriceria y pta. a punto, S.L.	Vizcava	Spain		100.00% Manufacturing and fine-tuning of molds	Ful	Ernst & Young
Gestamp Severstal Kaluga, LLc	Kaluga	Russı a		58.13% Tooling and parts manufacturing	Fu	Ernst & Young
Gestamp Automotive India Private Ltd.	Pune	India		50.00% Tooling and parts manufacturing	Fu	Ernst & Young
Gestamp Pune Automotive, Private Ltd.	Pune	India		100.00% Tooling and parts manufacturing	Fu	V C Venkatraman & Co.
Gestamp Chattanooga, Llc	Chattanooga	USA		70.00% Tooling and parts manufacturing	Fu	Ernst & Young
Gestamp Holding Rusia, S.L.	Madric	Spain	25.19%	52.34% Portfolio management	Fu	Ernst & Young
Gestamp South Carolina, LIC	Carolina South	USA		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Holding China, AB	Lul ea	Sweden		68.95% Portfolio management	Ful	Ernst & Young
Gestamp Global Tooling, S.L.	Vizcaya	Spain	99.99%	0.01% Diecutting production	Ful	Ernst & Young
Gestamp Tool Hardening, S.L.	Vizcava	Spain		100.00% Die cutting production	Ful	Ernst & Young
Gestamp Vendas Novas Lda.	Évora	Portugal	100.00%	Tooling and parts manufacturing	Fu	Ernst & Young
Gestamp Togliatti, Uc.	Togli atti	Russia		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Automotive Chennai Private Ltd.	Chennai	India		100.00% Tooling and parts manufacturing	Fu	Ernst & Young
Gestamp Palau, S.A.	Barcelona	Spain		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp North Europe Services, S.L.	Vizcaya	Spain	99.97%	0.03% Consultory services	Fu	Ernst & Young
Loire Sociedad Anónima Franco Española	Guipúzcoa	Spain	100.00%	Manufacture and sale of machinery for cutting	Ful	Ernst & Young
Gestamp Tooling Erandio, S.L.	Guipúzcoa	Spain		100.00% Portfolio management	Fu	N/A
Diede Die Developments, S.L	Vizcaya	Spain	100.00%	Die cutting production	Ful	IZE Auditor es
Gestamp Louny, S.R.O.	Prague	Czech Republic		100.00% Tooling and parts manufacturing	Fu	Ernst & Young
Gestamp Autocomponents (Shenyang), Co. Ltd.	Shenyang	China		65.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp West Virginia, LIc.	Michigan	USA		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Beycelik Gestamp Sasi, L.S.	Kocaeli	Turkey		50.00% Tooling and parts manufacturing	Ful	Denetciler Swon/KPMG
Gestamp Autocomponents (Dongguan), Co. Ltd.	Donggua n	China		65.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Try Out Services, S.L.	Vizcaya	Spain		100.00% Die cutting production	Full	Ernst & Young
Gestión Global de Matricería , S.L.	Vizcaya	Spain	30.00%	Dormant	Equity method	N/A
Ingeniería y Construcción Matrices, S.A.	Vizcaya	Spain		30.00% Diecutting production	Equity method (A)	IZE Auditores
A)				This company is consolidation method in Gestin Global de Matriceria Subgroup. This Subgrup is accounted for in Gestant of in Gesting he equiry he equiry method.

	Notes to the financial statements for the vear ended December 31, 2017
GESTAMP AUTOMOCION. S.A.

			December 31, 2017
Company	Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
IxCxT, S.A.	Vizcaya	Spain		30.00% Diecutting production	Equity method (A)	IZE Auditores
Gestamp Funding Luxembourg, S.A.	Luxembourg	Luxembourg	100.00%	Portfolio management	Full	Ernst & Young
Gestamp Puebla II, S.A. de C.V.	Puebla	Mexico		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Autotech Engineering Deutschland GmbH	ld Bielefe	Germany		100.00% Research & Development	Ful	Ernst & Young
Autotech Engineering R&D Uk limited	Durhar	United Kingdom		100.00% Research & Development	Ful	Ernst & Young
Gestamp Holding México, S.L.	Madric	Spain		69.99% Portfolio management	Ful	Ernst & Young
Gestamp Holding Argentina, S.L.	Madric	Spain	10.80%	59.19% Portfolio management	Ful	Ernst & Young
Mursolar 21, S.L.	Madric	Spain		65.00% Portfolio management	Ful	Ernst & Young
GGM Puebla , S.A. de C.V.	Puebla	Mexico		30.00% Tooling and parts manufacturing	Equity method (A	N/A
GGM Puebla de Servicios Laborales, S.A. de C.V.	Puebla	Mexico		30.00% Labor services	Equity method (A)	N/A
Gestamp Technlogy Institute, S.L.	Vizcaya	Spain	99.99%	0.01% Education	Ful	N/A
Gestamp Tooling Engineering Deutschland, GmbH	Braunschweig.	Germany		100.00% Die cutting production	Ful	N/A
Gestamp Chattanooga II, Llc	Chattanooga	USA		70.00% Tooling and parts manufacturing	Ful	N/A
Autotech Engineering R&D USA	Dela wa re	USA		100.00% Research & Development and IT	Ful	N/A
Gestamp Autocomponents Wuhan, co. Ltd.	Wuhar	China	100.00%	0.00% Tooling and parts manufacturing	Ful	N/A
Çelik Form Gestamp Otomotive, A.S.	Bursa	Turkey		50.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Washtena w, LLc.	re Dela wa	USA		70.00% Tooling and parts manufacturing	Ful	N/A
Gestamp San Luis Potosí, S.A.P.I. de C.V.	Citv Mexico	Mexico		70.00% Labor services	Ful	N/A
Gestamp San Luis Potosí Servicios Laborales S.A.P.I. de C.V.	City Mexico	Mexico		70.00% Tooling and parts manufacturing	Full	N/A
Gestamp Auto Components (Tianjin) Co., LTD.	Tianjin	China		100.00% Tooling and parts manufacturing	Ful	N/A
Gestamp 2017, S.L.	Madric	Spain	100.00%	Portfolio management	Ful	N/A
Autotech Engineering (Shangai) Co. Ltd.	Shangai	China		100.00% Research & Development	Ful	N/A
Gestamp Hot Stamping Japan K.K.	Tokio	Ja pan		100.00% Tooling and parts manufacturing	Full	N/A
Global Laser Araba, S.L.	Álava	Spain	30.00%	Tooling and parts manufacturing	Equity method	N/A
MPO Providers Rezistent, S.R.L.	Darma nesti	Romania		35.00% Tooling and parts manufacturing	Ful	Toma Financial Consulting
Beyçelik Gestamp Teknoloji Kalip, A.S.	Bursa	Turkey		50.00% Die cutting production	Ful	Ernst & Young
Gestamp Nitra, S.R.O.	Bratislava	Slovakia	100.00%	Tooling and parts manufacturing	Ful	N/A
Almus safes Mantenimiento de Troqueles, S.L.	Barcelona	Spain		100.00% Tooling maintenance	Ful	N/A
Gestamp (China) Holding, Co. Ltd	Shangai	China		100.00% Portfolio management	Ful	N/A
Gestamp Autotech Japan K.K.	Tokio	Ja pan		100.00% Research & Development	Ful	N/A
(A)				The company is consided under in Gestin Gobal de Maticeria Subgroup. This Subgroup is accounted for in Gestam Auction Croup until be equily method

			December 31, 2017
Company	Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
Edscha Holding GmbH	Remscheid	Germany		100.00% Portfolio management	Full	Ernst & Young
Edscha Automotive Hengersberg GmbH	Hengers berg	Germany		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Automotive Hauzenberg GmbH	Ha uzenberg	Germany		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Engineering GmbH	Remscheid	Germany		Research & Development 100.00%	Full	Ernst & Young
Edscha Hengersberg Real Estate GmbH	Hengers berg	Germany	5.10%	Real Estate 94.90%	Full	N/A
Edscha Hauzenberg Real Estate GmbH	Ha uzenberg	Germany	5.10%	Esta te Real 94.90%	Full	N/A
Edscha Automotive Kamenice S.R.O.	Kamenice	Czech Republic		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Hradec S.R.O.	Hr adec	Czech Republic		Die cutting production 100.00%	Full	Ernst & Young
Edscha Velky Meder S.R.O.	Velky Meder	Slovakia		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Gestamp 2008, S.L.	Villalonquéjar (Burgos	Spain		Portfolio management 100.00%	Full	Ernst & Young
Edscha Burgos, S.A.	Villalonquéjar (Burgos	Spain		100.00% Tooling and parts manufacturing	Full	Ernst & Young
Edscha Santander, S.L.	El Astillero (Cantabria)	Spain	5.01%	Tooling and parts manufacturing 94.99%	Full	Ernst & Young
Edscha Briey S.A.S.	Briey Cedex	France		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Engineering France S.A.S.	Les Ulis	France		Research & Development 100.00%	Full	Ernst & Young
Edscha do Brasil Ltda.	ba Soroca	Brazil		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Gestamp Edscha Japan Co., Ltd.	Tokio	Ja pan		Sales office 100.00%	Full	N/A
Jui Li Edscha Body Systems Co., Ltd.	Kaohsiung	Taiwa n		60.00% Tooling and parts manufacturing	Full	Ernst & Young
Jui Li Edscha Holding Co., Ltd.	Apia	Samoa		Portfolio management 60.00%	Full	N/A
Jui Li Edscha Hainan Industry Enterprise Co., Ltd.	Hainan	China		Tooling and parts manufacturing 60.00%	Full	Ernst & Young
Edscha Automotive Technology Co., Ltd.	Shangha i	China		100.00% Research & Development	Full	Shangai Ruitong Cpa
Shanghai Edscha Machinery Co., Ltd.	Shangha	China		Tooling and parts manufacturing 55.00%	Full	Ernst & Young
Anhui Edscha Automotive Parts Co Ltda.	Anhui	China		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Automotive Michigan, Inc	Lapeer	USA		Tooling and parts manufacturing 100.00%	Full	N/A
Edscha Togliatti, Llc.	Togliatti	Russia		Tooling and parts manufacturing 100.00%	Full	National Audit Corporation
Edscha Automotive Components Co., Ltda.	Kunshan	China		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Gestamp Finance Slovakia S.R.O.	Velky Meder	Slovakia	25.00%	Portfolio management 75.00%	Full	N/A
Edscha Kunststofftechnik GmbH	Remscheid	Germany		Tooling and parts manufacturing 100.00%	Full	JKG Treuhand
Edscha Pha , Ltd.	Seul	South Korea		Research & Development and parts manufacturing 50.00%	Full	N/A
Edscha Aapico Automotive Co. Ltd	Pranakorn Sri Ayuttha ya	Thailand		Tooling and parts manufacturing 51.00%	Full	Ernst & Young
Edscha Automotive SLP, S.A.P.I. de C.V.	City Mexico	Mexico		100.00% Dormant	Full	N/A
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.	City Mexico	Mexico		Dormant 100.00%	Full	N/A
Edscha Automotive Components (Chongqing) Co. Ltd.	Chongqing	China		Tooling and parts manufacturing 100.00%	Full	N/A
GMF Holding GmbH	Remscheid	Germany		Portfolio management 100.00%	Full	Ernst & Young
Gestamp Metal Forming (Wuhan), Ltd	Wuhan	China		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Gestamp Umformtechnik GmbH	Ludwigsfelde	Germany		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Automotive Chassis Products Plc.	Aycliffe, Durham Newton	United Kingdom		Portfolio management 100.00%	Full	Ernst & Young
Sofedit, S.A.S	sur Huisne Le Theil	France		Tooling and parts manufacturing 65.00%	Ful	Ernst & Young
Gestamp Prisma, S.A.S	Us ine de Messempré	France		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Gestamp Tallent , Ltd	Aycliffe, Durham Newton	United Kingdom		100.00% Tooling and parts manufacturing	Full	Ernst & Young
Gestamp Wroclaw Sp.z,o.o.	W Wrocla	Poland		65.00% Tooling and parts manufacturing	Full	Ernst & Young
Gestamp Auto components (Chongqing) Co., Ltd.	Chongqing	China		Tooling and parts manufacturing 100.00%	Full	Ernst & Young

Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
Vizcaya	Spain	Parent company	Portfolio management	Ful	Ernst & Young
Vizcaya	Spain	85.31%	14.69% Tooling and parts manufacturing	Ful	Ernst & Young
Pontevedra	Spain	99.99%	0.01% Tooling and parts manufacturing	Ful	Ernst & Young
do Castelo Viana	Portugal	42.25%	57.75% Tooling and parts manufacturing	Ful	Ernst & Young
Toledo	Spain	99.99%	0.01% Tooling and parts manufacturing	Fu	Ernst & Young
Vizcaya	Spain	10.00%	90.00% Research & Development and IT	Fu	Ernst & Young
Tournan	France	0.10%	99.90% Real Estate	Ful	N/A
Barcelona	Spain	5.01%	94.99% Tailored blank welding	Ful	Ernst & Young
a Palenc	Spain	100.00%	Tooling and parts manufacturing	Ful	Ernst & Young
Aires Buenos	Argentina		70.00% Portfolio management	Ful	Ernst & Young
Córdoba	Argenti na		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
aén	Spain	5.02%	94.98% Tooling and parts manufacturing	Ful	Ernst & Young
Madric	Spain	100.00%	Administrative services	Ful	Ernst & Young
Vizcaya	Spain		100.00% Die cutting production	Ful	Ernst & Young
Palenci	Spain	5.01%	94.99% Component galvanazing	Ful	Ernst & Young
a Palenc	Spain	0.33%	99.67% Dormant	Ful	N/A
Parana	Brazi		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Barcelona	Spain	100.00%	Tooling and parts manufacturing	Ful	Ernst & Young
Barcelona	Spain	0.10%	99.90% Tooling and parts manufacturing	Ful	Ernst & Young
Barcelona	Spain		100.00% Tooling and parts manufacturing	Ful	N/A
Tournan	France		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Aveiro	Portugal		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Westerburg	Germany		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Calientes Aguas	Mexico		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Calientes Aguas	Mexico		70.00% Labor services	Ful	Ernst & Young
Puebla	Mexico		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Puebla	Mexico		70.00% Portfolio management	Ful	Ernst & Young
Calientes Aguas	Mexico		70.00% Labor services	Ful	Ernst & Young
Barcelona	Spain		100.00% Portfolio management	Ful	Ernst & Young
				December 31, 2016

			December 31, 2016
Company	Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
odlem. S.L.	Barcelona	Spain		58.13% Portfolio management	Full	Ernst & Young
Gestamp Navarra, S.A.	Navarra	Spain	71.37%	28.63% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Baires, S.A.	Buenos Aires	Argenti na		70.00% Diecutting, tooling, and parts manufacturing	Ful	Ernst & Young
ngeniería Global MB, S.A.	Barcelona	Spain		100.00% Administrative services	Ful	N/A
Gestamp Aragón, S.A.	Zara goza	Spain	5.01%	94.99% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Abrera, S.A.	Barcelona	Spain	5.01%	94.99% Tooling and parts manufacturing	Ful	Ernst & Young
Sestamp Levante, S.A.	Valencia	Spain	88.50%	11.50% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Solblank Navarra, S.L.	Navarra	Spain		100.00% Tailored blank welding	Ful	Ernst & Young
MB Aragón P21, S.L.	Barcelona	Spain		100.00% Tooling and parts manufacturing	Ful	N/A
Gestamp Polska, SP. Z.O.O.	Wielkopolska	Poland		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Washington UK Limited	Newcastle	United Kingdom		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Sestamp Hungaria KFT	Akai	Hungary	100.00%	Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp North America, INC	Michigan	USA		70.00% Administrative services	Ful	Ernst & Young
Gestamp Sweden, AB	Lul ea	Sweden		100.00% Portfolio management	Ful	Ernst & Young
Gestamp HardTech, AB	Lul ea	Sweden		100.00% Tooling and parts manufacturing	Full	Ernst & Young
Sestamp Mason, LLc.	Michigan	USA		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Sestamp Alabama, LLc.	Alabama	USA		70.00% Tooling and parts manufacturing	Full	Ernst & Young
Gestamp Ronchamp, S.A.S	Ronchamp	France		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Manufacturing Autochasis, S.L.	Barcelona	Spain	5.01%	94.99% Tooling and parts manufacturing	Full	Ernst & Young
ndustrias Tamer. S.A.	Barcelona	Spain		30.00% Tooling and parts manufacturing	Equity method	Ernst & Young
Gestamp Tooling Services, AIE	Vizcaya	Spain		100.00% Engineering and mold design	Full	Ernst & Young
Gestamp Auto Components (Kunshan) Co., Ltd	Kunshan	China		68.95% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Kartek Co. Ltd.	Gyeongsangnam-Do	South Korea		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Beyçelik Gestamp Kalip, A.S.	Bursa	Turkey		50.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Toluca SA de CV	Puebla	Mexico		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Servicios Laborales de Toluca SA de CV	Puebla	Mexico		69.93% Labor services	Full	Ernst & Young
Gestamp Services India Private, Ltd.	Mumbai	India		100.00% Tooling and parts manufacturing	Full	S.B. Dave & Co.

-

			December 31, 2016
Company	Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
Gestamp Severstal Vsevolozhsk Llc	Saint Petersburg	Russia		58.13% Tooling and parts manufacturing	Full	Ernst & Young
Adral, matriceria y pta. a punto, S.L	Vizcaya	Spain		100.00% Adjustment	Ful	Ernst & Young
Gestamp Severstal Kaluga, LLc	Kaluga	Russia		58.13% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Automotive India Private Ltd.	Pune	India		50.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Pune Automotive, Private Ltd.	Pune	India		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Chattanooga, Llc	Chattanooga	USA		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Holding Rusia, S.L.	Madrid	Spain	25.19%	52.34% Portfolio management	Ful	Ernst & Young
Gestamp South Carolina, Llc	South Carolina	USA		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Holding China , AB	Lulea	Sweden		68.95% Portfolio management	Ful	Ernst & Young
Gestamp Global Tooling, S.L.	Vizcaya	Spain	99.99%	0.01% Engineering and mold design	Full	Ernst & Young
Gestamp Tool Hardening, S.L.	Vizcaya	Spain		100.00% Engineering and mold design	Ful	Ernst & Young
Gestamp Vendas Novas Lda.	Évora	Portuga	100.00%	Tooling and parts manufacturing	Ful	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
Essa Palau, S.A.	Barcelona	Spain		40.00% Tooling and parts manufacturing	Equity method	Deloitte
Gestamp North Europe Services. S.L.	Vizcaya	Spain	99.97%	0.03% Consultory services	Full	Ernst & Young
Loire Sociedad Anónima Franco Española	Guipuzcoa	Spain	100.00%	Manufacture and sale of machinery for cutting	Ful	Ernst & Young
Bero Tools, S.L.	Guipúzcos	Spain		100.00% Portfolio management	Ful	N/A
Diede Die Developments, S.L.	Vizcaya	Spain		100.00% Die cutting production	Ful	ZE Auditor es
Gestamp Louny, S.R.O.	Prague	Czech Republic		100.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp Autocomponents (Shenyang), Co. Ltd.	Shenyang	China		65.00% Tooling and parts manufacturing	Ful	Ernst & Young
Gestamp West Virginia, LIc.	Michigan	USA		70.00% Tooling and parts manufacturing	Ful	Ernst & Young
Beyçelik Gestamp Sasi, L.S.	Kocaeli	Turkey		50.00% Tooling and parts manufacturing	Full	Denetciler Swon/KPMG
Gestamp Autocomponents (Dongguan), Co. Ltd.	Dongguar	China		65.00% Tooling and parts manufacturing	Full	Ernst & Young
Gestamp Try Out Services, S.L.	Vizcaya	Spain		100.00% Diecutting production	Full	Ernst & Young
Gestión Global de Matricería S.L.	Vizcaya	Spain	30.00%	Dormant	Equity method	N/A
Ingeniería y Construcción Matrices, S.A.	Vizcaya	Spain		30.00% Diecutting production	Equity method (A)	ZE Auditores
(A)				This company is considerior metholin Gestin Gobal de Maticera Subgroup. This Subgroup is accounted by in 1 Secamp Auction of Crump of Crump of Crump of Cruin netho

This company is consolidation method in Gestin Global de Maticeria Subgroup. This Subgroup is accumed for in Gestamp Automod.

Notes to the financial statements for the vear ended December 31, 2017 GESTAMP AUTOMOCION. S.A.

			December 31, 2016
Company	Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
IxCxT. S.A.	Vizcava	Spain		30.00% Diecutting production	Equity method (A)	IZE Auditores
Gestamp Funding Luxembourg, S.A.	Luxembourg	Luxembourg	100.00%	Portfolio management	Full	Ernst & Young
Gestamp Puebla II, S.A. de C.V.	a Pueb	Mexico		70.00% Tooling and parts manufacturing	Full	Ernst & Young
Autotech Engineering Deutschland GmbH	Bielefeld	Germany		100.00% Research & Development and IT	Fu	Ernst & Young
Autotech Engineering R&D Uk limited	Durhan	United Kingdom		100.00% Research & Development and IT	Fu	Ernst & Young
Gestamp Holding Mexico, S.L.	Madrid	Spain		69.99% Portfolio management	Ful	Ernst & Young
Gestamp Holding Argentina, S.L.	Madrid	Spain	10.80%	59.19% Portfolio management	Ful	Ernst & Young
Mursolar 21, S.L.	Madrid	Spain		65.00% Portfolio management	Full	Ernst & Young
GGM Puebla , S.A. de C.V.	a Puebl	Mexico		30.00% Tooling and parts manufacturing	Equity method (A)	N/A
GGM Puebla de Servicios Laborales. S.A. de C.V.	ਦੇ Pueb	Mexico		30.00% Labor services	Equity method (A)	N/A
Gestamp Technlogy Institute, S.L.	Vizcaya	Spain	99.99%	0.01% Education	Full	N/A
Gestamp Tooling Engineering Deutschland, GmbH	Braunschweig.	Germany		100.00% Die cutting production	Ful	N/A
Gestamp Chattanooga II, Llc	Chattanooga	USA		70.00% Tooling and parts manufacturing	Ful	N/A
Autotech Engineering R&D USA	Dela wa re	USA		100.00% Research & Development and IT	Fu	N/A
Gestamp Autocomponents Wuhan, co. Ltd.	Wuhan	China	100.00%	Tooling and parts manufacturing	Fu	N/A
Celik Form Gestamp Otomotive, A.S.	Bursa	Turkey		25.80% Tooling and parts manufacturing	Fu	Ernst & Young
Gestamp Washtenaw, LLc.	Dela wa re	USA		70.00% Tooling and parts manufacturing	Ful	N/A
Gestamp San Luis Potosí, S.A.P.I. de C.V.	Mexico City	Mexico		70.00% Labor services	Fu	N/A
Gestamp San Luis Potosí Servicios Laborales S.A.P.I. de C.V.	Mexico City	Mexico		70.00% Tooling and parts manufacturing	Fu	N/A
Gestamp Auto Components (Tianjin) Co., LTD.	Tianjin	China		100.00% Tooling and parts manufacturing	Fu
Gestamp 2017, S.L.	Madrid	Spain	100.00%	Portfolio management	Ful	N/A
Autotech Engineering (Shangai) Co. Ltd.	Shangai	China		100.00% Research & Development	Ful	N/A
Gestamp Hot Stamping Japan K.K.	Tokio	Ja pan		100.00% Tooling and parts manufacturing	Ful	N/A
This company is consolidation method in Gestion Global de Matricería Subaroun A)				This Subgroun is accounted for in Gestamp Automoción Group using the equity method

			December 31, 2016
Company	Address	Country	Direct shareholding	Activity shareholding Indirect	Consolidation method	Auditors
Global Laser Araba, S.L.	Álava	Spain	30.00%	Tooling and parts manufacturing	Equity method	N/A
Edscha Holding GmbH	Remscheid	Germany		Portfolio management 100.00%	Full	Ernst & Young
Edscha Automotive Hengersberg GmbH	Hengers berg	Germany		100.00% Tooling and parts manufacturing	Full	Ernst & Young
Edscha Automotive Hauzenberg GmbH	Ha uzenberg	Germany		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Engineering GmbH	Remscheid	Germany		Research & Development 100.00%	Full	Ernst & Young
Edscha Hengersberg Real Estate GmbH	Hengersberg	Germany	5.10%	Real Estate 94.90%	Ful	N/A
Edscha Hauzenberg Real Estate GmbH	Ha uzenberg	Germany	5.10%	Esta te Real 94.90%	Full	N/A
Edscha Automotive Kamenice S.R.O.	Kamenice	Czech Republic		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Hradec S.R.O.	Hradec	Czech Republic		Die cutting production 100.00%	Ful	Ernst & Young
Edscha Velky Meder S.R.O.	Velky Meder	Slovakia		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Gestamp 2008, S.L.	Villalonquéjar (Burgos	Spain		Portfolio management 100.00%	Ful	Ernst & Young
Edscha Burgos, S.A.	Villalonquéjar (Burgos)	Spain		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Santander, S.L.	El Astillero (Cantabria)	Spain	5.01%	Tooling and parts manufacturing 94.99%	Full	Ernst & Young
Edscha Briey S.A.S.	Briey Cedex	France		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Edscha Engineering France S.A.S.	Les Ulis	France		Research & Development 100.00%	Full	Ernst & Young
Edscha do Brasil Ltda.	Sorocaba	Brazil		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Gestamp Edscha Japan Co., Ltd.	Tokio	Ja pan		Sales office 100.00%	Full	N/A
Jui Li Edscha Body Systems Co., Ltd.	Kaohsiung	Taiwa n		Tooling and parts manufacturing 50.00%	Equity method	Ernst & Young
Jui Li Edscha Holding Co., Ltd.	Apia	Samoa		Portfolio management 50.00%	Equity method (B)	N/A
Jui Li Edscha Hainan Industry Enterprise Co., Ltd.	Hainan	China		50.00% Tooling and parts manufacturing	(B) Equity method	Ernst & Young
Edscha Automotive Technology Co., Ltd.	Shanghai	China		Research & Development 100.00%	Full	Shangai Ruitong Cpa
Shanghai Edscha Machinery Co., Ltd.	Shangha i	China		Tooling and parts manufacturing 55.00%	Full	Ernst & Young
Anhui Edscha Automotive Parts Co Ltda.	Anhui	China		100.00% Tooling and parts manufacturing	Full	Ernst & Young
Edscha Automotive Michigan, Inc	Lapeer	USA		Tooling and parts manufacturing 100.00%	Full	N/A
Edscha Togliatti, LIc.	Togliatti	Russia		Tooling and parts manufacturing 100.00%	Full	National Audit Corporation
Edscha Automotive Components Co., Ltda.	Kunshan	China		100.00% Tooling and parts manufacturing	Full	Ernst & Young
Gestamp Finance Slovakia S.R.O.	Velky Meder	Slovakia	25.00%	Portfolio management 75.00%	Full	N/A
Edscha Kunststofftechnik GmbH	Remscheid	Germany		Tooling and parts manufacturing 100.00%	Full	JKG Treuhand
Edscha Pha, Ltd.	Seul	South Korea		Research & Development and parts manufacturing 50.00%	Full	N/A
Edscha Aapico Automotive Co. Ltd	Pranakorn Sri Ayuttha ya	Thailand		Parts manufacturing 51.00%	Full	Ernst & Young
Edscha Scharwaecther Mechanism S.A.P.I. de C.V.	City Mexico	Mexico		Dormant 100.00%	Full	N/A
Edscha Scharwaecther Mechanism Servicios Laborales S.A.P.I. de C.V.	City Mexico	Mexico		Dormant 100.00%	Ful	N/A
GMF Holding GmbH	Remscheid	Germany		Portfolio management 100.00%	Full	Ernst & Young
GMF Wuhan, Ltd	Wuhan	China		Parts manufacturing 100.00%	Full	Ernst & Young
Gestamp Umformtechnik GmbH	Ludwigsfelde	Germany		Tooling and parts manufacturing 100.00%	Full	Ernst & Young
Automotive Chassis Products Plc.	Aycliffe, Durham Newton	United Kingdom		Portfolio management 100.00%	Full	Ernst & Young
Sofedit, S.A.S	sur Huisne Le Theil	France		Parts manufacturing 65.00%	Full	Ernst & Young
Gestamp Prisma, S.A.S	Us ine de Messempré	France		Parts manufacturing 100.00%	Full	Ernst & Young
Gestamp Tallent , Ltd	Aycliffe, Durham Newton	United Kingdom		Parts manufacturing 100.00%	Full	Ernst & Young
Gestamp Wroclaw Sp.z,o.o.	Wroclaw	Poland		65.00% Tooling and parts manufacturing	Full	Ernst & Young
Gestamp Auto components (Chongqing) Co., Ltd.	Chongqing	China		100.00% Parts manufacturing	Full	Ernst & Young

Notes to the financial statements for the year ended December 31, 2017

GESTAMP AUTOMOCIÓN, S.A.

(8) These companies are consolication nethod in Ji Li Li Li Li Lista Body Systems Sugroup. This Subgroup is accounted for in Gestant Automotion Group vising the quily meth

The Company has issued the pertinent notices to its subsidiaries under Article 155 of the Corporate Enterprises Act and there is no obligation that could give rise to contingencies with respect to those companies.

9. FINANCIAL ASSETS

The breakdown of financial assets at December 31, except for the equity investments in group companies, jointly controlled entities and associates (Note 8), is as follows:

	Loans, derivatives and other financial assets	Total
(€)	2017	2016	2017	2016
Non-current financial assets
Loans and receivables	1,002,606,984	1,123,308,947	1,002,606,984	1,123,308,947
Hedging derivatives	-	3,916,550	-	3,916,550
Debt Securities	35,942,500	38,362,500	35,942,500	38,362,500
Credits to third parties	37,783,802	37,460,509	37,783,802	37,460,509
Other financial assets	1,200	1,200	1,200	1,200
	1,076,334,486	1,203,049,706	1,076,334,486	1,203,049,706
Current financial assets
Held-to-maturity investments	-	350,000	-	350,000
Loans and receivables	1,982,832,938	1,552,483,290	1,982,832,938	1,552,483,290
	1,982,832,938	1,552,833,290	1,982,832,938	1,552,833,290
Total	3,059,167,424	2,755,882,996	3,059,167,424	2,755,882,996

These amounts are disclosed in the balance sheet as follows:

	Loans, derivatives and other Total financial assets
(€)	2017	2016	2017	2016
Non-current financial assets
Investments in group companies and associates
Loans to companies (Note 19.1)	1,002,606,984	1,123,308,947	1,002,606,984	1,123,308,947
Debt Securities	35,942,500	38,362,500	35,942,500	38,362,500
Non-current investments	0	0	0	0
Credits to third parties	37,783,802	37,460,509	37,783,802	37,460,509
Hedging derivatives (Note 14.2)	-	3,916,550	-	3,916,550
Other financial assets	1,200	1,200	1,200	1,200
	1,076,334,486	1,203,049,706	1,076,334,486	1,203,049,706
Current financial assets
Current investments in group companies and associates:
Loans to companies (Note 19.2)	520,296,740	369,136,709	520,296,740	369,136,709
Other financial assets (Note 19)	1,462,536,198	1,183,346,581	1,462,536,198	1,183,346,581
Current investments
Other financial assets (Note 9.1)	-	350,000	-	350,000
	1,982,832,938	1,552,833,290	1,982,832,938	1,552,833,290
	3,059,167,424	2,755,882,996	3,059,167,424	2,755,882,996

"Loans to companies" relates mainly to loans granted to Group employees for the purchase of shares of the Parent from Acek Desarrollo y Gestión Industrial, S.L., for €37,110 thousand. These loans are secured with a pledge on the shares. The main financial terms of the loans are interest at the official interest rate prevailing for each calendar year and duration of six years from signing (Note 19.2).

The fair value of the shares sold by Acek Desarrollo y Gestión Industrial, S.L. to the employees is calculated using the operation performed during the first quarter of 2017 between the significant shareholders.

The following tables provide a breakdown by maturity of the assets in 2017 and 2016:

	2017
Total, current	1-2 years	2-3 years	3-4 years	4-5 years	Subsequent	Total, non-current
						1,002,606,984
						1,200
						37,783,802
						35,942,500
1,982,832,938	47,863,570	406,276,459	15,319,800	49,000,000	557,874,657	1,076,334,486
	1,462,536,198 - -	- - -	- 37,783,802 -	- - -	520,296,740 47,863,570 368,492,657 15,319,800 49,000,000 - - -	521,930,957 1,200 - 35,942,500

	2016
(€)	Total, current	1-2 years	2-3 years	3-4 years	4-5 years	Subsequent	Total, non-current
Loans to companies (Note 19.2)	369,136,709			356,152,238 40,086,114 288,499,823 378,800,747		59,770,026	1,123,308,947
Hedgings derivatives		-	-	3,916,550	-	-	3,916,550
Other financial assets	1,183,346,581	-	-	-	-	1,200	1,200
Credits to third parties	-	-	-	-	37,460,509	-	37,460,509
Debt Securities	-	-	-	-	-	38,362,500	38,362,500
Other financial assets (Note 19)	350,000	-	-	-	-	-	-
	1,552,833,290	356,152,238	40,086,114	292,416,373	378,800,746	59,771,226	1,203,049,706

9.1 Debt securities

"Debt securities" relates to the subscription by the Company on March 10, 2016 of 2,750 bonds with a nominal value of 1.000.000 Indian rupees per bond issued by Group Company Gestamp Automotive Chennai Private Limited. All the bonds mature on April 15, 2021, and carry an 11.5% coupon, which is paid annually. The bonds are admitted for trading on the SEBI (Securities and Exchange Board of India). Unmatured accrued interest at the year-end stood at €3,387,081, recognized under "Current investments in group companies and associates."

10. CASH AND CASH EQUIVALENTS

The breakdown of "Cash and cash equivalents" at December 31 is as follows:

(€)	2017	2016
Cash	15,724	269
Demand current accounts	574,478,092	48.147.689
	574,493,816	48.147.958

Current accounts earn market interest rates.

11. EQUITY – CAPITAL AND RESERVES

11.1 Registered capital

At December 31, 2017, the Company's capital consisted of 575,514,360 indivisible and accumulable registered shares (2016: 4,795,953 shares, par value of €60.10 each) with a par value of €0.50 each. All the shares are of the same class and confer the same rights. 27.20% of them are trading shares. All of them are fully subscribed and paid.

Shareholders at December 31 are as follows:

Shareholder	2017	2016
Acek Desarrollo y Gestión Industrial S.L	21.17%	37.62%
Gestamp 2020, S.L.	50.10%	50.10%
Risteel Corporación B.V	-	10.75%
Stock Market	27.20%	-
Others	1.53%	1.53%
	100.00%	100.00%

Movements – 2017

On March 3, 2017, the Company:

• Reduced the share capital in €479,595 decreasing the par value of the shares on €0,10 per share by making a restricted reserve.
• After the agreement above, the Company carried out a stock split by reducing their par value from €60 to €50 per share. Issuing 120 new shares per each original one, without changing the amount of the share capital.
• Applied for admission in to official listing in the Stock Exchange markets of Madrid, Barcelona, Bilbao and Valencia, as well as the addition to the Spanish Stock Exchange Interconnection System and modification of the Articles of Association so the Company would be adapted to the listed company statutes.

On April 7, 2017, after the Company's shares are effectively listed, the 27.20% of the capital, started to be listed on the Stock Exchange markets of Madrid, Barcelona, Bilbao and Valencia.

Movements – 2016

On February 1, 2016 ArcelorMittal Spain Holding S.L. and ArcelorMittal Aceralia Basque Holding S.L. formalized a private contract to sale their full shareholding in the Parent Company to Acek Desarrollo y Gestión Industrial S.L. for €875 million.

This transaction meant that Acek Desarrollo y Gestión Industrial S.L. increased its shareholding in the Parent Company from 54.25% in 2015 to 89.25% in 2016.

On September 20, 2016 Acek Desarrollo y Gestión Industrial S.L. signed an investment agreement by which 50,10% shares in Gestamp Automoción S.A. were sold to Gestamp 2020 S.L. and Mitsui & Co. Ltd. acquired a 25% shareholding in Gestamp 2020 S.L. and thus indirectly a 12.525% shareholding in Gestamp Automoción S.A. On December 23, 2016, once the competition review was completed, the agreement was executed.

In addition, in 2017 Acek Desarrollo y Gestión Industrial S.L. sold shares representing a 1.53% stake in Gestamp Automoción S.A. to employees (Note 9.1).

There are no by-law restrictions on the transfer of the registered shares and they are not listed.

11.2 Share premium

At December 31, 2017 and 2016, the Company recognized a share premium amounting to €61.591.287. The share premium account is freely distributable, subject to the limitations provided for in the Capital Enterprises Act (Note 3.1).

11.3 Reserves

Details and movements of the different items of "Reserves" are as follows:

2017

(€)	Opening balance	Distribution of 2015 result	Capital reductions	Distribution of dividends	Closing balance
Prior periods' losses	(621,649)	621,649	-	-	-
Legal reserve	46,130,220	980,219	-	-	47,110,439
Reserves for adaptation to the Spanish General Chart of Accounts	75,488,583	-	-	-	75,488,583
Other special reserves:	68,113,438	0	479,595	-	68,593,033
Voluntary reserves	81,818,248	8,200,318		- (66,356,806)	23,661,760
	270,928,840	9,802,186	479,595	(66,356,806)	214,853,815

2016

(€)	Opening balance	Distribution of 2015 result	Distribution of dividends	Closing balance
Prior periods' losses	(7,957,611)	7,335,962	-	(621,649)
Legal reserve	45,251,696	878,524	-	46,130,220
Reserves for adaptation to the Spanish General Chart of Accounts	75,488,583	-	-	75,488,583
Other special reserves:	67,542,685	570,753	-	68,113,438
Voluntary reserves	130,262,248		- (48,444,000)	81,818,248
	310,587,601	8,785,239	(48,444,000)	270,928,840

"Other special reserves" includes €63,655,935 arising from the following transactions:

• On September 1, 2010, the Company contributed its stakes in Gestamp Araluce y Matricerías Deusto, with a carrying amount of €21.197.962, to acquire 60% of Gestamp Global Tooling, S.L. The Company measured this stake at the carrying amount of the assets and liabilities given in the Gestamp Automoción Group's consolidated financial statements at the date of the transaction. The difference between the carrying amount and the fair value of the assets and liabilities given in the Gestamp Automoción Group's consolidated financial statements was recognized, net, in "Other special reserves" for €11,484,761.
• On November 19, 2010, the Company participated in the capital increase carried out by Gestamp Servicios, contributing its shares of Gestamp Paraná, with a carrying amount of €17.700.004. The Company measured the stake at the carrying amount of the assets and liabilities given in the Gestamp Automoción Group's consolidated financial statements at the date of the transaction. The difference between the carrying amount and the fair value of the assets and liabilities given in the Gestamp Automoción Group's consolidated financial statements was recognized, net, in "Other special reserves" for €52,171,174.

In addition, "Other special reserves" includes the goodwill reserve of €4,455,425.

Shareholders at the Ordinary General Shareholders Meeting held on June 30, 2017, agreed to distribute €66,356,806 in dividends, charged to reserves.

In accordance with the Capital Enterprises Act, until the balance of the legal reserve is equivalent to at least 20% of share capital, it cannot be distributed to shareholders and can only be used to offset losses if no other reserves are available. This reserve can be used to increase share capital by the amount exceeding 10% of the increased capital amount (Note 3.1).

12. EQUITY – VALUATION ADJUSTMENTS

Details and movements in "Valuation adjustments" are as follows:

(€)	Opening balance	Movements, net	Closing balance
2017
Cash flow hedges	(15,299,636)	6,388,175	(8,911,462)
	(15,299,636)	6,388,175	(8,911,462)
2016
Cash flow hedges	(16,887,875)	1,588,239	(15,299,636)
	(16,887,875)	1,588,239	(15,299,636)

The breakdown of net movements in 2017 and 2016 is shown in the statement of changes in equity, which forms an integral part of the financial statements.

The differences in this section reflect the change in the value of the cash flow hedges explained in Note 14.2.

13. PROVISIONS AND CONTINGENCIES

The non-current provision mainly reflects the obligations assumed by the Company, as parent of the Group, related to certain contingencies arising from possible interpretations of legal requirements of past events at subsidiaries, the settlement of which is expected to result in an outflow of resources and the amount of which can be measured reliably.

14. FINANCIAL LIABILITIES

The breakdown of "Financial liabilities" at December 31, is as follows:

	Debt with financial institutions		Derivatives and other		Total
(€)	2017	2016	2017	2016	2017	2016
Non-current financial liabilities:
Debts and payables	1,584,166,452	1,014,361,946	515,114,220	512,338,346	2,099,280,672	1,526,700,292
Derivatives	-	-	55,561,090	62,272,801	55,561,090	62,272,801
	1,584,166,452	1,014,361,946	570,675,310	574,611,147	2,154,841,762	1,588,973,093
Current financial liabilities:
Debts and payables	586,534,770	339,216,573	906,069,395	948,934,997	1,492,604,165	1,288,151,570
	586,534,770	339,216,573	906,069,395	948,934,997	1,492,604,165	1,288,151,570
	2,170,701,222	1,353,578,519	1,476,744,705	1,523,546,144	3,647,445,927	2,877,124,663

These amounts are disclosed in the balance sheet as follows:

	Debt with financial institutions		Derivatives and other		Total
(€)	2017 2016		2017	2016	2017	2016
Non-current financial liabilities:
Non-current payables	1,584,166,452	1,014,361,946	55,561,090	62,272,801	1,639,727,542	1,076,634,747
Group companies and associates, non-current (Note 19)	-	-	515,114,220	512,338,346	515,114,220	512,338,346
	1,584,166,452	1,014,361,946	570,675,310	574,611,147	2,154,841,762	1,588,973,093
Current financial liabilities:
Current payables:
Debt with financial institutions	586,534,770	339,216,573	-	-	586,534,770	339,216,573
Other financial liabilities	-	-	3,360,642	6,065	3,360,642	6,065
Group companies and associates, current (Note 19)	-	-	900,695,878	948,063,892	900,695,878	948,063,892
Trade and other payables	-	-	2,012,874	865,040	2,012,874	865,040
	586,534,770	339,216,573	906,069,395	948,934,997	1,492,604,165	1,288,151,570
	2,170,701,222	1,353,578,519	1,476,744,706	1,523,546,144	3,647,445,927	2,877,124,663

14.1 Debt with financial institutions

The breakdown of "Debt with financial institutions" at December 31 is as follows:

(€)	2017	2016
Non-current
Loans and debts with financial institutions	1,584,166,452	1,014,361,946
	1,584,166,452	1,014,361,946
Current
Loans and debts with financial institutions	582,524,007	336,747,410
Accrued interest payable	4,010,763	2,469,163
Other financial liabilities	3,360,642	6,065
	589,895,412	339,222,638
	2,174,061,864	1,353,584,584

Loans and debts with financial institutions

The maturity schedule of the main loans and debts with financial institutions at December 31, 2017, is as follows:

Loans	Total, current	1 year	1 - 2 years	2 - 3 years	3-4 years	4-5 years	Total, non current
Syndicated	-	-	110,821,472	213,118,216	528,533,175	-	852,472,863
Deferred expenses (Syndicated)	(1,587,238)	(1,587,238)	(1,430,269)	(1,156,094)	(456,588)	-	(4,630,189)
Financial loans	361,487,603	97,529,511	264,196,178	142,931,422	71,666,667	160,000,000	736,323,778
Debt represented in other negotiable securities	75,000,000	-	-	-	-	-	-
Various bank facilities	147,623,642	-	-	-	-	-	-
	582,524,007	95,942,273	373,587,381	354,893,544	599,743,254	160,000,000	1,584,166,452

The maturity schedule of the main loans and debts with financial institutions at December 31, 2016, is as follows:

							Total, non
Loans	Total, current	1 year	1 - 2 years	2 - 3 years	3-4 years	4-5 years	current
Syndicated	37,361,201	37,361,201	72,350,585	124,861,635	242,964,524	387,709,222	827,885,966
Financial loans	190,177,362	190,177,362	6,475,980	20,000,000	-	160,000,000	186,475,980
Various bank facilities	109,208,847	109,208,847	-	-	-	-	-
							1,014,361,94
	336,747,410	336,747,410	78,826,565	144,861,635	242,964,524	547,709,222	6

The average interest accrued on these loans in 2017 ranged between 0.65% and 5.80% (2016: between 0.69% and 5.80%).

At December 31, 2017, the Company had arranged credit facilities with a number of banks for a total of €147,623,642 (2016: €109,208,847), of which it had drawn €413,476,358 (2016: €419,171,000). Interest accrued and not paid in 2017 on the credit facilities amounted to €358,782 (2016: €317.587).

March 2012 loan

On March 21, 2012, the Company arranged a loan for an initial amount of €60 million. It has been fully repaid as of December 31, 2017 and the nominal amount outstanding at December 31, 2016 was €60 million.

This loan is for five years, with final maturity on March 21, 2017. The Company undertook to comply with certain financial covenants during the life of the loan related to its consolidated financial statements. These covenants are as follows:

• A net debt/EBITDA ratio below 3.50.
• An EBITDA/finance expenses ratio over 4.00.

At December 31, 2017 and 2016, these ratios were within the limits.

Certain Gestamp Automoción Group companies, which represent a significant share of consolidated total assets, consolidated revenue and consolidated EBITDA, are joint and several guarantors of this loan. These companies are:

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 France Engineering, 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 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 Gestamp Galvanizados, S.A. Gestamp Abrera, S.A. Gestamp Automoción, 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. Gestamp Toledo, S.A. Edscha Santander, S.A.

Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda.

In addition, a pledge was issued on shares of 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.

2013 Syndicated loan

On April 19, 2013 Gestamp Automoción, S.A. signed a syndicated loan with a group of banks for an initial total amount of 850 million euros distributed in two tranches, the first tranche (loan A1) amounting to €570.000 thousand and the second tranche (Revolving Credit Facility) amounting to €280.000 thousand than has not been used neither at December 31, 2017, nor December 31,2016.

On May 20, 2016 Gestamp Automoción, S.A. signed an agreement for modifying the syndicated loan from April 2013. There are modifications to the amount granted (increase of 340 million euros, tranche A2) and to the covenants.

On July 27, 2017 Gestamp automoción, S.A. signed an agreement for modifying the syndicated loan. There are modifications on maturities and on the interests rate.

The nominal amount drawn down at December 31, 2017 comes to €852.473 thousands (€865.247 thousand at December 31, 2016), everything with long term maturity (at December 31, 2016, €37.361 thousand were registered in the short term).

The final installment on this facility is due on July 15, 2022.

After the realisation of the related required analyses, the transaction has been considerated as a syndicated loan refinancing, since ther were no substancial changes in the debt.

Gestamp Automoción, S.A. has agreed to comply with certain financial covenants based on its Consolidated Financial Statements throughout the duration of the loan. These covenants are:

• "Net debt/EBITDA" below 3,50x
• EBITDA/Financial expense" above 4,00x

At December 31, 2017 and December 31, 2016 Gestamp Automoción, S.A. was not in breach of any of these covenants.

Certain Group Gestamp Automoción companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of the above mentioned syndicated loan. These companies are:

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 France Engineering, 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 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 Gestamp Galvanizados, S.A. Gestamp Abrera, S.A. Gestamp Automoción, 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

Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda.

Gestamp Wroclaw, Sp. Z.o.o.	Edscha Burgos, S.A.
Sofedit, S.A.S.	Gestamp Levante, S.A.
Gestamp Toledo, S.A.	Edscha Santander, S.A.

Additionally, the Group companies 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. have shares pledge.

May 2013 and May 2016 bond

In May 2013, the Group completed a bond issue through subsidiary Gestamp Funding Luxembourg, S.A., which belongs to the Western Europe segment, in two tranches. The first consisted of €500 million of 5,875% bonds and the second of US\$350 million of 5,625% bonds. With the same date, Gestamp Automoción, S.A., signed with Gestamp Funding Luxembourg, a loan with the same terms that the mentionned bond.

The bonds have an initial maturity of May 31, 2020, with interest payable every six months (in November and May).

The Group bought back part of the bonds issued in September and October of 2015, for total amounts of US\$16,702 thousand and €5,500 thousand.

On May 11, 2016, it carried out another issue through subsidiary Gestamp Funding Luxembourg, S.A. of €500 million worth of 3,5% bonds, using the proceeds to cancel in full the euro tranche of the previous May 2013 bond issue and pay the interest accrued up to that date. With the same date, Gestamp Automoción, S.A., cancelled the previous loan with Gestamp Funding Luxembourg, S.A., by the signe of a new loan contract with the same terms of the new bond issue.

After conducting the required analysis, it considered the transaction to be a bond refinancing, since there was not a substantial change in terms of the debt.

In addition, with the drawdown of tranche A2 of the new syndicated facility of €340 million on May 20 (see section I), the Group canceled, on June 27, 2016, the entire US dollar tranche of the previous bond issued in May 2013 and paid the interest accrued up to that date.

After conducting the required analysis, it considered this to be a new debt. Therefore, it recognized a finance cost of €9.8 million in the income statement.

The new bond issue has an initial maturity of May 15, 2023, with interest payable every six months (in November and May).

The amortized cost of the bond issued in May 2016, at December 31, 2017, amounted to €485 million. The amortized cost of the bond issued in May 2016, at December 31, 2016, amounted to €486 million.

Certain Group companies, which represent a significant share of consolidated total assets, consolidated revenue and consolidated EBITDA, are joint and several guarantors of these bonds.

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 France Engineering, 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 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 Gestamp Galvanizados, S.A. Gestamp Abrera, S.A. Gestamp Automoción, 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. Gestamp Toledo, S.A. Edscha Santander, S.A.

Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda.

Additionally, the Group companies 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. have shares pledge.

This debt of the bond issue is clasificated as a payable to Group companies and Associates, since the issuer was Gestamp Funding Luxembourg that at the time of the reception of the funds, formalized a loan with Gestamp Automoción (see note 19.1).

March 2014 loan

On March 31, 2014 the Company arranged a loan for an initial amount of €25 million. This loan has been fully amortized as of December 31, 2017 (the outstanding principal at December 31, 2016 was €15 million). Interest is payable annually.

The loan had a maturity of 3 years, with due date on March 31, 2017.

July 2015 loan

On July 1, 2015, the Company arranged a loan for €8,032,161 maturing on July 1, 2018. During 2017 it has been partially amortized in the amount of €2,679,773 (during 2016, €2,648,580). The capital outstanding at December 31, 2017 is €2,703,807 (€5,383,580 in 2016). Interest is payable annually.

June 2016 loans

On June 21, 2016, the Company arranged a loan for an initial amount of €15 million maturing on June 21, 2018. Durin 2017 it has been partially amortized in the amount of €7,500,026 (€3,730,239 during 2016). The outstanding principal on the loan at December 31, 2017 was €3,769,735 (€11.269.761 in 2016). Interest is payable monthly.

On June 30, 2016, the Company arranged a loan for €20 million maturing on June 29, 2020. Interest is payable monthly.

European Investment Bank

On June 15, 2016, the Company arranged finance with the European Investment Bank for €160 million.

This loan is for seven years and matures on June 22, 2023. The Parent undertook to comply with certain financial covenants during the life of the loan related to its consolidated financial statements. These covenants are as follows:

• An "EBITDA/finance expenses" ratio over 4.00.
• A "Net financial debt/EBITDA" ratio below 3.50.

In addition, there is a limitation on the distribution of dividends, whereby the dividend to be distributed each year may not exceed 50% of consolidated profit for the year.

At December 31, 2017 and 2016, these ratios were within the previous limits.

Certain related parties, which combined represent a significant share of consolidated total assets, consolidated revenue and consolidated EBITDA, are joint and several guarantors of this loan.

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 France Engineering, 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 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 Gestamp Galvanizados, S.A. Gestamp Abrera, S.A. Gestamp Automoción, 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. Gestamp Funding Luxembourg, S.A. Sofedit, S.A.S.

Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda.

October 2016 loan

On October 31, 2016, the Company arranged a loan for €50 million maturing on April 30, 2017. The loan has been fully repaid as of December 31, 2017. Interest is payable quarterly.

November 2016 loan

On November 25, 2016, the Company arranged a loan for €55 million maturing on February 24, 2017. On January 25, 2017 this loan has been increased by €50 million. The loan has been fully repaid as of December 31, 2017. Interest is payable monthly.

March 2017 loan

On March 23, 2017 the Company arranged a loan for an initial amount of €35 million maturing on March 23, 2020. Interest is payable semiannually.

On March 23, 2017 the Company arranged a loan for an initial amount of €60 million maturing on March 23, 2022. Interest is payable semiannually.

On March 24, 2017 the Company arranged a loan for an initial amount of €80 million maturing on September 24, 2018. Interest is payable quarterly.

On March 24, 2017 the Company arranged a loan for an initial amount of €100 million maturing on March 24, 2021. Interest is payable monthly.

April 2017 loan

On April 12, 2017 the Company arranged a loan for an initial amount of €100 million maturing on April 30, 2022. Interest is payable quarterly.

On April 27, 2017 the Company arranged a loan for an initial amount of \$45 million maturing on October 27, 2018. Interest is payable quarterly.

May 2017 loan

On May 10, 2017, the Company arranged a loan for an initial amount of \$50 million, maturing on May 10, 2021. During 2017 it was partially amortized in the amount of €6,146,712. The outstanding principal at December 31, 2017 was €43,853,288 whereof €12,529,511 are registered in the short-term and €31,323,777 in the long-term. Interest is payable quarterly.

On May 10, 2017 the Company arranged a loan for an initial amount of €50 million maturing on March 31, 2020. Interest is payable quarterly.

On May 29, 2017 the Company arranged a loan for an initial amount of €100 million maturing on June 30, 2021. Interest is payable semiannually.

June 2017 loan

On June 26, 2017 the Company arranged a loan for an initial amount of €45 million maturing on June 19, 2022. Interest is payable quarterly.

September 2017 loan

On September 25, 2017 the Company arranged a loan for an initial amount of €175 million maturing on February 26, 2018. Interest is payable at maturity.

October 2017 loan

On October 10, 2017 the Company arranged a loan for an initial amount of €50 million maturing on October 10, 2018. Interest is payable at maturity.

November 2017 loan

On November 24, 2017 the Company arranged a loan for an initial amount of €35 million maturing on November 24, 2020. Interest is payable quarterly, since February 24, 0218 (first settlement date).

Accrued interest payable

Accrued interest payable at December 31, 2017 amounted to €4,010,763, broken down as follows:

• Interest on bank loans of €1,936,350
• Interest on credit facilities of €358,782
• Interest on derivatives of €1,715,631

Accrued interest payable at December 31, 2016 amounted to €2,469,163, broken down as follows:

• Interest on bank loans of €913,988
• Interest on credit facilities of €317,587
• Interest on derivatives of €1,237,588

14.2 Derivatives and other

The breakdown of financial liabilities classified in this category at December 31 is as follows:

(€)	2017	2016
Non-current
Derivatives	55,561,090	62,272,801
	55,561,090	62,272,801
Current
Payables to group companies and associates (Note 19)	900,695,878	948,063,892
Trade and other payables	2,012,874	865,040
	902,708,753	948,928,932

Derivatives

This item includes the fair value of cash flow hedges and derivatives held for trading arranged by the Company at December 31:

(€)
Item	2017	2016
Derivative financial assets	-	3,916,550
Derivatives held for trading	-	3,916,550
Derivative financial liabilities	55,561,090	62,272,801
Cash flow hedges	19,207,052	24,828,060
Derivatives held for trading	36,354,038	37,444,741

		2017		2016
Contract	Type	Asset	Liabilities	Asset	Liabilities
1	Cash flow	-	8,145,432	-	10.494.157
5	Cash flow	-	5,916,809	-	7.538.368
3	Cash flow	-	5,144,811	-	6.795.535
	Total cash flow hedges	-	19,207,052	-	24.828.060
1	Derivatives held for trading	-	4,025,412	-	4.277.323
2	Derivatives held for trading	-	23,327,049	-	26.373.075
5	Derivatives held for trading	-	3,162,824	-	3.362.342
6	Derivatives held for trading	-	1,760,871	-	3.432.001
9	Derivatives held for trading	-	4,077,882	3.916.550	-
	Total derivatives held for trading	-	36,354,038	3.916.550	37.444.741

The breakdown of the fair value of derivative financial assets and liabilities is as follows:

Contracts 6 and 9 relate to financial products canceled in prior years.

At December 31, 2017, Gestamp Automoción, S.A. implemented its strategy to hedge the interest rate risk related to the notional amounts of its bank borrowings expected for 2017 to 2020 through interest rate swaps, with the following notional amounts existing at December 31 of each year in thousands of euros:

Year	Contract 1	Contract 3	Contract 5
2018	140.000	320.000	110.000
2019	140.000	320.000	110.000
2020	140.000	320.000	110.000

The terms of the interest rate swaps in place at December 31, 2017 are as follows:

Contract	Contract date	Maturity	Floating rate	Fixed rate payable
Contract 1	01/07/2015	01/01/2025	Euribor 3 meses	0,25%(2015),0,45%(2016),1,2%(2017),1,4%(2018),
				1,98% (2019), 2,15% (2020)
Contract 3	14/07/2015	01/01/2025	Euribor 3 meses	0,25%(2015-2016-2017),1,40%(2018),1,98%(2019)
				y 2,15%(2020)
Contract 5	02/01/2015	04/01/2021	Euribor 3 meses	0,15% (2015), 0,4% (2016), 1% (2017), 1,25%
				(2018), 1,8% (2019), 2,05% (2020)

With a starting date of January 2, 2014, an economic hedge (Contract 8) was arranged on the exchange rate of the loans granted by Mursolar, S.L. to Gestamp Dongguan and Shenyang for US\$79 million. The guaranteed exchange rate by the contract is €1.3745/\$. These contracts have been cancelled at their maturity date, in 2016.

In January, May and September 2016, a series of economic hedges (Contract 9) were arranged on the exchange rate of the loans granted by Mursolar, S.L. to Gestamp Dongguan and Shenyang, for a total of US\$82 million. The guaranteed exchange rates by the contract are €1.172789/\$, €1.158148/\$, €1.190109/\$, €1.163874/\$, €1.143447/\$ and €1.190109/\$.

The Company uses the cash flow hedge method, whereby the change in the fair value of the financial swaps is recognized in equity and the accruals of interest rates are recognized in the income statement. The ineffective portion of the financial swap is classified as held for trading and the change in value is recognized directly in the income statement.

The financial years in which the hedges affecting profit or loss are expected to be settled are as follows:

Years (€000)	20117	2016
2017	-	(4,584)
2018	(5,987)	(5,459)
2019	(6,847)	(6,475)
2020	(6,306)	(6,695)
2021	(67)	(1,616)
Total	(19,207)	(24,828)

At December 31, 2017, the Company transferred from equity to the income statement an expense of €8.969 thousand for the impact of settlements made in the year related to interest rate hedging transactions. In 2016, the amount recognized in the same connection was €5.927 thousand.

In 2017, income of €1,917,128 related to held for trading transactions was recognized in the income statement, whereas in 2016, net income in this connection recognized in the income statement was €21.966.994.

Trade and other payables

The breakdown of this item at December 31, 2017 is as follows:

(€)	2017	2016
Personnel (salaries payable)	753,416	663
Trade payables	530,149	314,012
Public entities, other (Note 15)	729,309	550,365
	2,012,874	865,040

15. TAXATION

The breakdown of tax assets and tax liabilities at 31 December is as follows:

(€)	2017	2016
Receivable
Public entities, other	74,400	5,931
Current tax assets	4,476,959	9,175,423
	4,551,359	9,181,354
Payable
Public entities, other	729,309	550,365
	729,309	550,365

The receivable relates mainly to withholdings of interest on loans of prior years, above all for 2017, for € 3.630.984 ,previous years, for €845.975.

Under prevailing tax regulations, tax returns may not be considered final until they have either been inspected by the tax authorities or until the four-year inspection period has expired. The Company is open to inspection of all taxes to which it is liable for the last four years The Company's directors and their tax advisors consider that, in the event of a tax inspection, no significant tax contingencies would arise as a result of varying interpretations of the tax legislation applicable to the Company's transactions.

15.1 Calculation of income tax expense

Gestamp Automoción, S.A. has filed consolidated taxes since 2014 together with its subsidiaries in Gestamp Bizkaia, S.A., Gestamp North Europe Services, S.L., Bero Tools, S.L. y Loire Sociedad Anónima Franco Española, S.A., located in Bizkaia. During 2015 and 2016 the following entities have joined the Group: Gestamp Try Out Services, S.L., Gestamp Tool Hardening, S.L, Gestamp Global Tooling, S.L., Adral Matricería y Puesta a Punto, S.L., Gestamp Technology Institute, S.L., Diede Developments y Matricería Deusto, S.L. The companies of this tax group comprise the Group's total accounting profit or loss and the tax credits and relief, distributed in accordance with the Resolution of the Institute of Accounting and Accounts Auditing (Instituto de Contabilidad y Auditoría de Cuentas) of February 9, 2016, regarding the recognition and determination of the individual tax charge. Gestamp Automoción, S.A. files tax under this regime as the parent of the regional tax group.

The reconciliation of net income and expense for the year with taxable income (tax loss) is as follows:

2017

(€)	Income statement			Income and expense recognized directly in equity
	Increases	Decreases	Total	Increases	Decreases	Total
Income and expense for the year Income tax	190,437,236 1,977,417	-	- 190,437,236 1,977,417	17,841,333 (4,995,582)	- -	17,841,333 (4,995,582)
Income and expense for the year before tax	188,459,819	-	188,459,819	12,845,751	-	12,845,751
Permanent differences Temporary differences	7,629,886 1,866,667	202,054,748 -	194,424,862 1,866,667

Taxable income (tax loss) (4,098,376)

2016

	Income statement			Income and expense recognized directly in equity
(€)	Increases	Decreases	Total	Increases	Decreases	Total
Income and expense for the year Income tax	9,802,186 (4,783,586)	- -	9,802,186 (4,783,586)	7,241,940 (1,386,543)	- -	7,241,940 (1,386,543)
Income and expense for the year before tax	14,585,772	-	14,585,772	5,855,397	-	5,855,397
Permanent differences	15,753,593	(14,253,088)	1,500,505
Taxable income (tax loss)			16,086,277	-	-	-

Permanent differences arose as a result of:

2017

Decreases

• Adjustments for income from use of the "GESTAMP" trademark of €9,902,374.
• Decreases relate mainly to the impairment of investments in group companies, amounting to €12,534,660
• Adjustments for capitalization rules in tax group entities of €1.402.619.
• Adjustments for dividends received from group entities of €176.366.606.
• Adjustments for the cancellation of non-deductible accruals of €2.555.550.
• Other adjustments of €2,939.

Increases

• Increases relate mainly to the impairment of investments in group companies, amounting to €696,191 (Note 8.1)
• Trademark and goodwill amortization of €6.933.695.

The temporary differences are due to:

• Non deductible accruals for long term obligations with the company employees

2016

Decreases

• Adjustments for income from use of the "GESTAMP" trademark of € 8,454,425.
• Decreases relate mainly to the impairment of investments in group companies, amounting to €5,798,663

Increases

• Increases relate mainly to the impairment of investments in group companies, amounting to €13,153,803 (Note 8.1)
• Non deductible accruals amounting to € 2,555,555 (Note 13)

The reconciliation between income tax expense/(income) and the result of multiplying total recognized income and expenses by the applicable tax rates is as follows:

	Profit/(loss)
(€)	2017	2016
Income and expense for the year before tax	188,459,818	14,585,772
Tax charge (28% tax rate)	52,768,749	4,084,016
Permanent differences	(54,438,961)	420,141
Recognition of tax credits	(1.545.902)	(1.739.776)
Withholdings abroad	1.545.902	1.739.776
Other/	(307,205)	279,428
Effective tax expense/(income)	(1,977,417)	4,783,586

Applying the established criteria (Note 4.12), at December 31, 2017 and 2016, the Company recognized receivables for the tax debts and credits arising from settlements of tax from companies comprising the tax group of €3,411,362 (2016: €6.935.927 ) and payables of €1,629,347 (2016: €3.349.394), in accounts with group companies (Note 19), with the following detail:

	Receivables / (payables)
(€)	2017	2016
Tax credits, Gestamp Bizkaia, S.A.	(591,397)	(3,349,394)
Calculation of tax, Loire, SAFE.	1,240,016	2,188,271
Calculation of tax, Gestamp North Europe Services	323,837	392,355
Offset of tax losses, Berotools, S.L.	(337,075)	830
Gestamp Try Out Services , S.L	(507,576)	161,670
Gestamp Technology Insttute, S.L	(192,342)	(248,520)
Diede Developments, S.L	-	(16,552)
Gestamp Tooling Hardening, S.L	209,417	852,874
Gestamp Global Tooling, S.L	579,412	2,835,087
Adral, S.L	1,058,680	769,910
Matriceria Deusto ,S.L	(957)	2
	1,782,015	3,586,533

This net balance payable resulting from the liquidations of the different companies forming the tax group is offset by tax credits provided by the company and other companies in the tax group (see 15.2).

Income tax refundable was calculated as follows:

(€)	2017	2016
Current tax	1,545,902	4,504,156
Deductions applied	(1.,45,902)	(4,504,156)
Withholdings	3,629,919	3,803,487
Income tax refundable	3,629,919	3,803,487

15.2 Deferred tax assets and liabilities

The detail and movements in the items composing "Deferred tax assets" are as follows:

		Changes reflected in
000 €	Opening balance	additions	Profit/(loss) for the year	Total equity	Othe r	Closing balance
2017
Deferred tax assets	13,220,302	1,848,544	(1,545,902)			13,522,944
Unused tax credits and tax relief	3,095,126	1,147,576	(1,147,578)			3,095,124
Carryforward of unused tax losses		522,667				522,667
Tax effect of derivatives	5,949,859			(2,484,290)		3,465,569
	22,265,287	3,518,787	(2,693,480)	(2,484,290)		20,606,304

The "Other" caption relates mainly to the tax credits provided by the company to the settlement of the consolidated tax for the year.

In addition, at December 31, 2017 and 2016, the Company had unused tax credits amounting to €13,520 and €13,520 thousand, respectively. The detail of these credits and their expiry is as follow:

000€	Last year of
Year generated	offset	2017	2016
1998	No limit	142	142
1999	No limit	272	272
2000	No limit	119	119
2001	No limit	84	84
2002	No limit	103	103
2004	No limit	-	-
2005	No limit	-	-
2006	No limit	3	3
2007	No limit	3,794	3,794
2009	No limit	17	17
2010	No limit	7,952	7,952
2011	No limit	-	-
2011	No limit	-	-
2012	No limit	9	9
2013	No limit	1,025	1,025
2014	No limit	-	-
		13,520	13,520

The Company has recorded tax credits resulting from the losses pending compensation in the amount of €11,054 thousand generated in 2017 (11,054 thousand euros in 2016) and its pending deductions (according to the details above), since it has been estimated that its future recovery is reasonably assured.

Tax assets recognized for both, tax losses and unused tax credits, that have been obtained before the existence of the tax group, may only be offset with future positive results of the Company that have generated them, provided that the tax group also has the power to set them off.

16 Revenue and expenses

The amount of revenue relates in full to the royalty charged to subsidiaries for use of the GESTAMP trademark acquired in 2017.

16.1 Operating income

The breakdown of the net revenue from continuing operations by business category and geographic market is as follows:

	2017	2016
Revenue	280,248,923	107,710,941
Rendering of intellectual property services (Note 19)	30,307,912	28,181,417
Rendering of financial services (Note 19)	73,554,404	79,529,524
Dividend income (Note 19)	176,386,607	-
Other operating income	2,231,968	1,838,683
Non-trading and other operating income (Note 19)	2,231,968	1,838,683
	282,480,891	109,549,624

16.2 Other operating expenses

The breakdown of "Employee benefits expense" is as follows:

(€)	2017	2016
Salaries, wages	2,342,198	76,584
Social Security	237,502	23,589
Other	20,465	1,099
	2,600,165	101,272

16.3 External services

The breakdown of "External services" is as follows:

(€)	2017	2016
Leases	64,177	57,150
Independent professional services	5,659,057	1,574,643
Banking services	1,941,143	3,885,486
Repairs and maintenance	122	-
Insurance premiums	239,412	221,337
Travel expenses	702,589	-
Publicity and public relations	55,699	-
Communications	12,060	-
Hardware	13,759	-
Office supplies	2,967	-
Other services	317,417	15,907
	9,008,402	5,754,523

The cost of banking services corresponds mainly to the commissions on bank guarantees granted in favor of group companies detailed in note 18. These amounts are re-invoiced to the beneficiary companies.

16.4 Finance income

The breakdown of "Finance income" is as follows:

(€)	2017	2016
Third-party interest	3,044,109	353,949
	3,044,109	353,949

16.5 Finance expenses

The breakdown of "Finance expenses" is as follows:

(€)	2017	2016
Interest on payables to group companies (Note 19)	23,739,199	36,647,960
Loans and debts with financial institutions	39,677,539	63,161,532
	63,416,738	99,809,492

16.6 Impairment losses and gains/losses on disposal of non current assets

The Company recognized €11,531,700 of impairment losses on investments in group companies (2016: €1.380.713) (Note 8.1).

17. FOREIGN CURRENCY

The Company has assets and liabilities denominated in other currencies. The main amounts in foreign currency and their equivalent values in euros at December 31, 2017 and 2016, are as follows:

	Amount in		Amount in
2017	foreign currency	Currency	euros
Assets
Current loans to group companies	3,338,516,636	HUF	10,750,024
	8,092,000	USD	6,740,555
Intragroup current accounts	21,502,754 2,412,042,586	GBP HUF	24,212,316 7,766,777
	852,790,904	SEK	86,720,307
	102,814,793	USD	85,643,694
Current interest receivable on loans to group companies	2,865,560	HUF	9,227
	259,149,306	INR	3,387,081
Cash	430 104,406,204 504,452,113	CNY GBP HUF	55 117,562,430 1,624,336
	60,389	JPY	446
	376,318	PLN	90,072
	56,440,515	SEK	5,739,436
	385	TRY	85
	33,351,129	USD	27,781,157
Trade receivables	3,373,529 249,667	TRY GBP	769,002 281,128
	72,548,709	HUF	233,607
	7,537,986	SEK	766,538
	922,952	USD	768,814
Debt Securities	2,750,000,000	INR	35,942,500
Liabilities
Intragroup current accounts	7,279	CNY	933
	73,458,737	GBP	82,715,272
	346,132,431	HUF	1,114,546
	23,586	INR	308
	415,924	PLN	99,551
	2,467,676	SEK	250,938
	158,756,359	USD	132,242,460
Current interest payable to group companies	169	USD	160
Current loans to credit entities	45,000,000	USD	37,484,550
Current interest payable to credit entities	186,450	USD	155,311
Suppliers	10 822	GBP USD	13 700

	Amount in		Amount in
	foreign
2016	currency	Currency	euros
Assets
Current loans to group companies	3,137,273,109	HUF	10,133,392
	5,092,000	USD	4,841,677
Non-current loans to group companies	3,000,000	USD	2,852,520
Intragroup current accounts	21,015,657	GBP	24,622,364
	8,044,636,117	HUF	25,984,175
	649,099,378	SEK	67,791,939
	13,397,388	USD	12,738,772
Current interest receivable on loans to group companies	348,296	GBP	408,071
	104,975,022	HUF	339,069
	217,995,892	INR	3,041,043
	129	PLN	29
	8,654,055	SEK	903,830
	1,066,139	USD	1,013,728
Cash	20,915,671	GBP	24,505,218
	164,023,639	HUF	529,796
	376,188	PLN	85,406
	46,981,889	SEK	4,906,788
	268,180	USD	254,996
Trade receivables	119,304	TRY	35,532
Debt Securities	2,750,000,000	INR	38,362,500
Liabilities
Intragroup current accounts	7,279	CNY	992
	157,278,860	GBP	184,271,058
	63,745,182	HUF	205,897
	23,586	INR	329
	415,924	PLN	94,427
	2,504,401	SEK	261,560
	136,012,828	USD	129,326,438
Current interest payable to group companies	169	USD	160
Non-current loans to group companies
Suppliers	10	GBP	13
	5,758	USD	5,475

Exchange gains/(losses) generated in the year are as follows:

(€)	2017	2016
Realized Unrealized	315,439 2,007,180	24,122,993 (46,223,031)
	2,322,619	(22,100,038)

Source of exchange differences:

(€)	2017	2016
Real Brasileño	44	41
Renmimbi Yuan chino	(10)	(35)
Corona Checa	-	4
Libra esterlina	138,886	(9,314,644)
Forintos húngaros	182,842	(693,474)
Rupia india	2,764,737	(1,200,336)
Zloty	488	(1,276)
Yen japonés	3	-
Coronas suecas	2,374,076	2,605,248
Dólares americanos	(3,144,279)	(13,533,484)
Lira Turca	5,832	37,917
	2,322,619	(22,100,038)

18. GUARANTEES AND DEPOSITS EXTENDED TO GROUP COMPANIES AND THIRD PARTIES

Guarantees and deposits extended by the Company to credit institutions for loans, credits and deposits granted to group companies at December 31, 2017 and 2016, are as follows:

000€	2017	2016
Gestamp Servicios, S.A.	1,049	1,049
Gestamp Vigo	17	17
Solblank Barcelona	-	528
Loire Safe	1,522	485
Inmobiliaria Acek	181	181
Adral	66	66
Gestamp Aveiro	2,732	2,747
Essa Palau	7,000	7,000
Gestamp Metalbages	1,926	2,580
Gestamp Linares	288	363
Gestamp ESMAR	135	135
Gestamp Cerveira	652	685
Gestamp Palencia	475	475
Gestamp Bizkaia	222	523
Gestamp Toledo	549	624
Autotech Engineering	404	404
Gestamp Navarra	1	1
GMF Holding	-	-
Edscha Holding	-	-
Gestamp Tool Hardening, S.L.	-	-
Gestamp Wroclaw Sp.z.o.o.	392	392
Edscha Santander	-	1,880
Gestamp Chatanooga II	21,736	-
Gestamp Global de Matricería	90	90
Gestamp Hardtech AB	-	-
Gestamp Polska Sp.z.o.o.	-	87,527
Gestamp Sungwoo Stampings and Assemblies PVT LTD	-	-
Gestamp Manufacturing Autochasis	-	-
Gestamp Autotech Engineering R&D USA	931	1,063
Edscha Brugos	274	-
Gestamp South Carolina	19,500	-
Gestamp Technology Institute, S.L.	363	363
Gestamp Griwe Westerburg	573	-
Global Láser Araba	47	-
Gestamp Global Tooling	15,558	23,479
Gestamp Unformtechnick GMBH	34,686	29,750
	111,367	162,407

19. RELATED PARTY TRANSACTIONS

Related parties with which the Company carried out transactions in 2017 and 2016, and the nature of the relationship, the item and transaction amounts, are as follows:

			Finance income (Note 16.1.a)		Revenue from use	Lease and other	Intragroup current
	Nature of the relationship	Loans and intragroup current accounts	Other items	Dividends	of trademark Revenue (Note 16.1.a)	income Other operating income (Note 16.1.a)	account and other Finance expenses
							(Note 16.4)
Acek Desarrollo y Gestión Industrial, S.L.	Group parent	2,184	-	-	-	-	1,676,883
Adral Almatros S.I.U	Group Company Group Company	4,751 -	- -	- -	- -	11,572 15,000	- -
Autotech Engineering R&D UK Limited	Group Company	26,353	-	-	-	-	-
Autotech Engineering R&D USA Inc	Group Company	-	35,032	-	-	-	-
Beyçelik Gestamp A.S.	Group Company	-	-	-	1,206,108	-	-
Beyçelik Gestamp SASI Otomotive	Group Company	-	-	-	225,156	-	-
Diede Die Developments	Group Company	4,733	-	-	-	11,572	-
Edscha Automotive Hauzenberg, GMBH	Group Company	-	-	-	-	-	282,871
Edscha Automotive Hengersberg, GMBH	Group Company	-	-	-	-	-	106,906
Edscha Burgos SL	Group Company	-	411	-	-	-	(104,918)
Edscha Hengersberg Real Estate, Gmb	Group Company	-	-	-	-	-	59,523
Edscha Hauzenberg Real Estate, Gmb	Group Company	-	-	-	-	-	12,594
Edscha Holding España	Group Company	-	-	-	-	-	62,617
Edscha Holding GMBH	Group Company	5,338,136	(861)	-	-	-	-
Edscha Santander SA	Group Company	-	2,504	623,745	-	-	-
Gestamp Palau; S.A.	Group Company	-	95,414	-	-	15,000	-
Gestamp Abrera, S.A.	Group Company	892,800	-	85,170	364,514	11,572	-
Gestamp Aragón, S.A.	Group Company	653,333	-	350,700	182,677	11,572	-
Gestamp Auto Components (Chongqing) Co.	Group Company	-	-	-	368,502	-	-
Gestamp Auto Components (Dongguan) Co. , Ltd	Group Company	-	-	-	422,136	-	-
Gestamp Auto Components KunshanCo., Ltd	Group Company	-	-	-	805,933	-	-
Gestamp AutoComponets (Shenyang) Co., Ltd	Group Company	-	-	-	536,317	-	-
Gestamp Automotive Chennai Private Ltd	Group Company	-	4,823,614	-	205,574	-	-
Gestamp Aveiro	Group Company	-	27,901	-	34,961	-	-
Gestamp Bizkaia	Group Company	1,044,584	3,927	-	981,645	11,572	-
Gestamp Brasil Ind Aut SA	Group Company	-	-	-	1,013,564	-	-
Gestamp Cerveira	Group Company	1,294,935	12,874	-	57,211	-	-
Gestamp Chattanooga II, LLC	Group Company	-	83,478	-	174,287	-	-
Gestamp Chattanooga, LLC Gestamp Córdoba	Group Company Group Company	- 23,458	- -	- -	572,923 -	- -	- -
Gestamp ESMAR	Group Company	-	1,187	-	219,135	11,572	-
Gestamp Finance Slovakia	Group Company	13,784,344	-	-	-	-	-
Gestamp Funding Luxembourg	Group Company	-	-	-	-		- 21,642,723
Gestamp Galvanizados	Group Company	3,615	-	40,080	-	11,572	-
Gestamp Global Tooling SL	Group Company	-	683	-	-	-	-
Gestamp Griwe Haynrode GmbH	Group Company	(80,204)	-	-	517,030	-	-
Gestamp Griwe Westerburg GmbH	Group Company	2,218,228	1,432	-	404,933	-	-
Gestamp Hard Tech AB	Group Company	1,187,199	-	-	184,224	-	-
Gestamp Holding Argentina	Group Company	3,564	-	-	-	43,875	-
Gestamp Holding China AB	Group Company	1,652	-	-	-	-	-
Gestamp Holding México	Group Company	33,335	-	-	-	43,875	-
Gestamp Hotstamping Japan Gestamp Hungaria	Group Company Group Company	3,056 1,479,562	- -	- -	- 307,522	- -	- -

		Revenue from use of trademark	Lease and other income	Intragroup current account and other
	Nature of the relationship	Loans and intragroup current accounts	Other items	Dividends	Revenue (Note 16.1.a)	Other operating income (Note 16.1.a)	Finance expenses
							(Note 16.4)
Gestamp Ingeniería Europa	Group Company	-	-	-	-	11,573	-
Sur, S.L. Gestamp Kartek Corporation	Group Company	-	-	-	701,970	-	-
Gestamp Levante	Group Company	710,129	-	-	-	11,573	-
Gestamp Linares	Group Company	85,340	2,299	-	43,293	11,573	-
Gestamp Louny	Group Company	28,742	-	-	353,427	-	-
Gestamp Manufacturing Autochasis	Group Company	31,532	-	300,600	301,017	11,573	-
Gestamp Mason LLC	Group Company	-	-	-	441,142	-	-
Gestamp Mc Calla	Group Company	-	-	-	1,381,713	-	-
Gestamp Metal Forming (Wuhan) LTD	Group Company	-	-	-	326,427	-	-
Gestamp Metalbages, S.A.	Group Company	4,550,375	17,068	109,998,900	432,235	11,573	-
Gestamp Navarra SA Gestamp Nitra S.R.O.	Group Company Group Company	727,455 95,151	- -	14,987,700 -	604,482 -	11,573 -	- -
Gestamp North América	Group Company	2,261	-	-	-	-	-
Gestamp North Europe SL	Group Company	1,427,473	-	-	-	87,076	-
Gestamp Noury	Group Company	612,393	-	-	306,362	-	-
Gestamp Palencia	Group Company	2,834,963	1,870	27,999,824	763,734	11,573	-
Gestamp Polska, Sp.z.o.o.	Group Company	-	#####	-	124,790	-	-
	Group Company	17,815	-	-	-	-	-
	Group Company	-	-	-	-	12,070	-
Gestamp Ronchamp	Group Company	124,302	-	-	175,426	-	-
Gestamp Servicios	Group Company	5,854,291	5,246	15,999,984	6,416,316	70,504	-
Gestamp Severstal Kaluga	Group Company	1,420,963	-	-	-	-	-
Gestamp Severstal Vsevolozhsk LLC.	Group Company	1,856,634	-	-	-	-	-
Gestamp Solblank Barcelona	Group Company	166,890	2,032	-	87,203	11,573	-
Gestamp Solblank Navarra	Group Company	-	-	-	2,268	11,573	-
Gestamp South Carolina	Group Company	-	97,500	-	1,234,292	-	-
Gestamp Sweden	Group Company	2,946,803	-	-	-	-	-
Gestamp Tallent Ltd	Group Company	3,947,673	-	-	2,661,202	-	-
Gestamp Technology Institute, S.L.	Group Company	-	2,178	-	-	-	-
Gestamp Toledo	Group Company	1,701,186	5,459	-	114,678	11,573	-
Gestamp Try Out Services, S.L. Gestamp Umformtechnick	Group Company Group Company	6,076 -	- 67,999	- -	- 2,155,354	- -	- -
GMBH
Gestamp Vendas Novas Unip.	Group Company	9,731	-	-	93,419	-	-
Gestamp Vigo	Group Company	1,026,996	144	-	65,697	1,713,116	-
Gestamp Washington UK Limited.	Group Company	213,727	-	-	228,869	-	-
Gestamp West Virginia. LLC	Group Company	-	-	-	668,334	-	-
Gestamp Wroclaw Sp. Z.o.o.	Group Company	1,824,999	6,857	-	67,389	-	-
Gestión Global Matricería	Group Company	3,972	-	-	-	-	-
Global Láser Araba, S.L. GMF Holding GMBH	Group Company Group Company	- 6,673,131	140 -	- -	- -	- -	- -
Ingeniería Global Metalbages,	Group Company	-	-	-	-	11,573	-
S.A.
Inmobiliaria Acek SL	Group Company	-	2,312	-	-	-	-
Loire SA Franco Española	Group Company	26,122	18,387	5,999,904	-	11,573	-
Matricerías Deusto	Group Company	214,213	-	-	-	11,573	-
Metalbages P51, S.L.	Group Company	8,613	-	-	-	-	-
Mursolar	Group Company	345,778	-	-	-	-	-
Prisma SAS Sofedit SAS	Group Company Group Company	377,462 2,066	- -	- -	93,720 1,678,801	- -	- -
	Total	67,794,875	5,759,529	176,386,607	30,307,912	2,231,969	23,739,199

		Finance income (Note 16.1.a)			Revenue from use of trademark	Lease and other income	Intragroup current account and other
	Nature of the relationship	Loans and intragroup current accounts	Other items	Dividends	Revenue (Note 16.1.a)	Other operating income (Note 16.1.a)	Finance expenses (Note 16.4)
Adral Acek Desarrollo y Gestión Industrial, S.L.	Group company Group parent	3877,71 10894,63	- -		- - - -	- -	- 1,850,598
Edscha Holding GMBH	Group company	4406412,13	3,803		- -	-	-
Edscha Holding España GMF Holding GMBH	Group company Group company	- 7619196,89	- 88,440		- - - -	- -	90,463 -
Edscha Burgos SL	Group company	-	-		- -	-	337,026
Edscha Santander SA	Group company	-	9,226		- -	-	-
Edscha Automotive Hauzenberg, GMBH Gestamp Bizkaia	Group company Group company	- 1,738,355	- 3658,58		- - - 778,926	- -	123,852 -
Gestamp ESMAR	Group company	-	1,187		- 244,219	-	-
Gestamp Galvanizados Gestamp Severstal Kaluga	Group company Group company	44,488 32,984	- -		- 600 - -	- -	- -
Gestamp Severstal Vsevolozhsk LLC.	Group company	21,631	-		- -	-	-
Gestamp Aveiro	Group company	-	3,1662		- 12,853	-	-
Gestamp Córdoba Gestamp Finance Luxemburgo	Group company Group company	35,284 116,097	- -		- - - -	- -	- -
Gestamp Finance Slovakia	Group company	17,266,473	-		- -	-	-
Gestamp Hungaria	Group company	1,582,913	-		- 236,636	-	-
Gestamp Linares Gestamp Noury	Group company Group company	313,746 946,921	3,961 -		- 24,533 - 254,773	- -	- -
Gestamp Palencia	Group company	2,985,275	3100,92		- 381,444	2,704	-
Gestamp Polska, Sp.z.o.o.	Group company	2,888,734	1,632,747,		- 13,936	-	-
Gestamp Cerveira Autotech Engineering Deutschland GMBH	Group company Group company	1,350,139 4197,76	22176,74 -		- 36,980 - -	- -	- -
Autotech Engineering R&D UK Limited	Group company	25660,88	-		- -	-	-
Autotech Engineering R&D USA Inc	Group company	-	35,743		- -	-	-
Inmobiliaria Acek SL Gestamp Ronchamp	Group company Group company	- 145,367	2312,28 -		- - - 148,650	- -	- -
Gestamp Servicios	Group company	11,412,026	12,179		- 6,017,827	58,932	-
Gestamp Sweden Gestamp Toledo	Group company Group company	3,140,927 1,463,386	- 7,578		- - - 179,535	- -	- -
Gestamp Try Out Services, S.L.	Group company	692	-		- -	-	-
Gestamp Tooling Services	Group company	6,358	-		- -	-	-
Gestamp South Carolina Gestamp North América	Group company Group company	- 687	- -		- 1,213,747 - -	- -	- 180
Gestamp UK	Group company	353,295	-		- 296,885	-	-
Gestamp Vigo	Group company	145,893	144		- 17,188	1,701,544	-
Gestamp Griwe Westerburg GmbH Matricerías Deusto	Group company Group company	654,294 443,823	- -		- 842,301 - -	- -	- -
Gestamp Abrera, S.A.	Group company	1,152,000	-		- 381,239	-	-
Gestamp Aragón, S.A.	Group company	560,000	-		- 141,091	-	-
Gestamp Levante Gestamp Navarra SA	Group company Group company	640,718 1,467,335	- -		- -1,294 - 493,568	- -	- -
Gestamp Metalbages, S.A.	Group company	3,118,148	28,576		- 496,187	-	-
Gestamp Solblank Barcelona	Group company	693,065	7,627		- 88,633	-	-
Metalbages P51, S.L. Gestamp Technology Institute, S.L.	Group company Group company	106,000 -	- 545		- - - -	- -	- -
Gestamp Automotive Chennai Private Ltd	Group company	-	3,073,804		- 268,839	-	-
Essa Palau; S.A. Gestamp Global Tooling SL	Group company Group company	- 20,322	131,918 691		- - - -	- -	- -
Gestamp Manufacturing Autochasis	Group company	582,120	2,553		- 339,761	-	-
Loire Safe	Group company	13,365	13,077		- -	-	-
Gestamp North Europe SL Prisma SAS	Group company Group company	935,837 515,800	- -		- - - 124,118	75,503 -	- -
Sofedit SAS	Group company	7,381	-		- 1,175,048	-	-
Gestamp Tallent Ltd	Group company	2,123,249	-		- 3,186,631	-	-
Gestamp Vendas Novas Unip. Gestamp Holding Argentina	Group company Group company	1,020 3,334	- -		- 114,027 - -	- -	- -
Gestamp Holding México	Group company	13,388	-		- -	-	-
Gestamp Mc Calla	Group company	-	-		- 1,471,050	-	-
Gestamp Funding Luxembourg Diede Die Developments	Group company Group company	57,255 5,985	- -		- - - -	- -	34,251,735 -
Mursolar	Group company	342,587	-		- -	-	-
Gestamp Louny	Group company	862	-		- 274,557	-	-
Gestamp Wroclaw Sp. Z.o.o. Gestamp Beyçelik	Group company Group company	1,012,793 -	7,946 -		- 73,632 - 864,829	- -	- -
Gestamp Auto Components (Dongguan) Co. , Ltd	Group company	-	-		- 348,442	-	-
Gestamp Auto Components KunshanCo., Ltd Gestamp AutoComponets (Shenyang) Co., Ltd	Group company Group company	- -	- -		- 978,427 - 517,067	- -	- -
Gestamp Chattanooga, LLC	Group company	146	-		- 344,645	-	-
Gestamp Chattanooga II, LLC	Group company	-	411,128		- -	-	-
Gestamp Hard Tech AB Gestamp Mason LLC	Group company Group company	1,401,783 -	(232) -		- 448,194 - 483,786	- -	(5,893) -
Gestamp Metal Forming (Wuhan) LTD	Group company	-	-		- 567,034	-	-
Gestamp Brasil Ind Aut SA	Group company	-	-		- 732,178	-	-
Gestamp West Virginia. LLC Gestamp Kartek Corporation	Group company Group company	- -	- -		- 1,231,616 - 418,756	- -	- -
Gestamp Solblank Navarra	Group company	-	-		- 5,897	-	-
Gestamp Holding China AB	Group company	2,254	-		- -	-	-
Gestamp Auto Components (Chongqing) Co. Gestamp Umformtechnick GMBH	Group company Group company	- 21,343	- 35,853		- 393,339 - 1,379,341	- -	- -
Beyçelik Gestamp SASI Otomotive	Group company	-	-		- 139,743	-	-
	Total	73,958,119	5,571,405		- 28,181,417	1,838,683	36,647,960

The breakdown of balances with related parties at December 31, 2017 and 2016 is as follows:

		Intragroup current account				Loans			Interest and other
	Nature of the relationship	Payables (Note 9)	Receivables (Note 19.3)	Debt Securities	Non-current payables (Note 9)	Current payables (Note 9)	Current receivables	Non-current receivables (Note 14)	Debtors (Note 9)	Creditors
Acek Desarrollo y Gestión Industrial, S.L.	Group parent	-	-	-	-	-	2.285.428	24.255.994	1.769	2.099
Adral	Group Company	9.282.268	-	-	-	-	-	-	4.751	47.558
Anhui Edscha Auto Parts Co., L	Group Company	-	-	-	-	-	-	-	680.908	-
Autotech Engineering GMBH	Group Company	-	2.208.000	-	-	-	-	-	-	-
Autotech Engineering R&D UK Limited	Group Company	2.725.521	11.808.358	-	-	-	-	-	26.353	-
Autotech Engineering R&D USA	Group Company	-	-	-	-	-	-	-	2.416	-
Diede Die Developments	Group Company	84.011	-	-	-	-	-	-	4.733	- 53.453
Edscha Automotive Hengersberg GMBH	Group Company	-	-	-	-	-	-	-	-
Edscha Automotive Hauzenberg GMBH	Group Company	-	-	-	-	-	-	-	-	38.756
Edscha Hengersberg Real Estate	Group Company	-	-	-	-	-	-	-	-	6.273 6.297
Edscha Hauzenberg Real Estate Edscha Holding España	Group Company Group Company	-	-	-	-	- 83.000.000	- 971.046	- 7.418.579	-
Edscha Holding GMBH	Group Company	- 23.423.782	- 78.825	- -	- 80.254.248	-	-	-	- 5.437.626	- -
Gestamp Abrera	Group Company	-	-	-	-	19.200.000	-	-	1.214.400	-
Gestamp Aragón SA	Group Company	-	-	-	14.000.000	-	-	-	607.833	-
Gestamp Autocomponents Kunshan Co. LTD	Group Company	-	-	-	-	-	-	-	275.556	-
Gestamp Automotive Chennai Private Ltd	Group Company	-	-	35.942.500	-	-	-	-	3.715.836	-
Gestamp Aveiro	Group Company	-	-	-	-	-	-	-	6.899	-
Gestamp Baires	Group Company	-	-	-	-	-	-	-	133.426	-
Gestamp Bizkaia	Group Company	200.348.613	79.351.603	-	-	-	-	-	1.045.266	2.377
Beto Toools, S.L.	Group Company	-	337.926	-	-	-	-	-	-	-
Gestamp Cerveira	Group Company	-	-	-	40.537.632	-	-	-	4.128.970	-
Gestamp Chattanooga LLC	Group Company	-	506.718	-	-	-	-	-	-	-
Gestamp Chattanooga II, LLC	Group Company	-	-	-	-	-	-	-	83.478	-
Gestamp Córdoba	Group Company	-	-	-	-	1.156.852	-	-	582.464	-
Gestamp Finance Slovakia	Group Company	397.717.713	-	-	66.000.000	115.000.000	-		- 13.196.092	-
Gestamp Funding Luxembourg	Group Company	-	1.226.464	-	-	-	(1.001.840)	483.148.913	-	-
Gestamp Global Tooling	Group Company	-	139.843.152	-	-	-	-	-	-	-
Gestión Global Matricería	Group Company	-	-	-	-	13.000.000	-	-	3.972	-
Gestamp Griwe Haynrode GmbH	Group Company	49.709.603	295	-	108.341.942	1.218.463	-	-	164.501	-
Gestamp Griwe Westerburg GmbH	Group Company	-	-	-	-	-	-	-	1.964.712	-
Gestamp Hard Tech AB	Group Company	86.297.080	52.895.274	-	13.777.456	6.740.555	-	-	1.187.199	-
Gestamp Holding Argentina	Group Company	356.371	-	-	-	-	-	-	2.887	-
Gestamp Holding China, AB	Group Company	170.451	6.016	-	-	-	-	-	1.652	-
Gestamp Holding México	Group Company	3.333.476	416.412	-	-	-	-	-	27.001	-
Gestamp Hotstamping Japan	Group Company	-	-	-	-	2.000.000	-	-	28.200	-
Gestamp Hungaria	Group Company	44.534.969	-	-	-	19.998.151	-	-	839.781	-
Gestamp Levante	Group Company	- 174	- 570.193	-	10.678.631 8.374.626	-	-	-	675.423 304.652	-
Gestamp Linares	Group Company			-		-	-	-		-
Gestamp Metalbages Gestamp Louny	Group Company Group Company	8.383.593 64.186.717	- 48.143.532	-	- 57.000.000	- 28.692.843	-	-	28.742 4.220.335	-
Gestamp Navarra	Group Company			-	17.203.720		-	-	671.542	-
Gestamp Nitra, SRO	Group Company	- -	- 25.334	- -	-	- -	- -	- -	95.151	- -
Gestamp North America	Group Company	-	3.131.233	-	-	-	161	-	2.035	-
Gestamp North Europe SL	Group Company	154.843.965	-	-	-	-	-	-	1.427.473	-
Gestamp Noury	Group Company	4.513.777	-	-	25.209.453	-	-	-	612.393	-
Gestamp Palau	Group Company	-	-	-	-	-	-	-	(27.787)	-
Gestamp Palencia	Group Company	-	21.140.348	-	91.389.318	-	-	-	2.923.456	-
Gestamp Pitesti	Group Company	-	-	-	-	3.370.000	-	-	17.815	-
Gestamp Polska	Group Company	-	-	-	-	-	91.565.401	-	(65.745)	-
Gestamp Ronchamp	Group Company	12.585.436	-	-	-	-	-	-	124.302	-
Gestamp Servicios	Group Company	81.813.645	55.795.948	-	179.465.038	-	-	-	20.197.614	1.840

Intragroup current account
Receivables (Note 19.3) Payables (Note 9)
-
-
-
12.494.696 48.725.018
-
82.367.312 45.868.743
-
-
1.539.864 -
1.049.131
22.395.148 -
3.321.526
133.319.425 -
-
78.901.227 21.372.730
13.612.900
6.340.422 -
132.210.569
-
26.147.428 2.257.626
3.896.624
8.496.652
37.413.514
25.325.472 -
-
806.717.019 1.462.536.198

	mber 31, 2017
	ments for the year ended Dece
GESTAMP AUTOMOCIÓN, S.A.	Notes to the financial state

		Intragroup current account				Loans			Interest and other		Use of trademark
	Nature of the relationship	Payables (Note 9)	Receivables (Note 19.3)	Securities Debt	Non-current payables (Note 9)	payables Current (Note 9)	receivables Current	Non-current receivables (Note 14)	Debtors (Note 9)	Creditors	Trade receivables/(payables), group companies and associates
Adral	Group company	402,860	183,751	-	-	-	-	-	5,085	-	-
Anhui Edscha Auto Parts Co., L	Group company	-	-	-	-	-	-	-	680,908	-	-
Autotech Engineering AIE	Group company	-	- 208,000	-	-	-	-	-	334 4,198	-	-
Autotech Engineering Deutschland GMBH Autotech Engineering R&D UK Limited	Group company Group company	- 2,334,588	8,124,404	-	-	-	-	-	25,661	-	-
Autotech Engineering R&D USA	Group company			-	-	-	-	-	2,579	-	-
Acek Desarrollo y Gestión Industrial, S.L.	Group parent	- 7,947,940	- 7,980,357	- -	- -	- -	- 977,644	- 25,297,725	8,825	- 1,383,464	- -
Diede Die Developments	Group company	787,471	-	-	-	-	-	-	4,848	-	-
Edscha Burgos, S.L.	Group company	-	-	-	-	-	3,034,000	4,000,000	-	1,942,018	-
Edscha Holding España	Group company	-	-	-	-	-	-	2,966,000	-	908,428	-
Edscha Holding GMBH	Group company	29,447,836	89,977	-	144,454,248	-	-	-	4,406,412	-	-
Edscha Automotive Hauzenberg GMBH	Group company	-	-	-	-	-	-	-	-	123,852	-
Gestamp Esmar	Group company	-	-	-	-	-	-	-	5,898	-	71,953
Gestamp Galvanizados	Group company	-	-	-	-	-	-	-	44,812	-	182
Gestamp Mc Calla	Group company	-	-	-	-	-	-	-	-	-	332,599
Gestamp Aragón SA	Group company	-	-	-	-	14,000,000	-	-	564,206	-	39,428
Gestamp Auto Components (Shenyang), Co. , Ltd.	Group company	-	-	-	-	-	-	-	-	-	416,011
Gestamp Auto Components (Dongguan) Co. , Ltd.	Group company	-	-	-	-	-	-	-	-	-	100,239
Gestamp Auto Components (Chongqing) Co,.Ltd.	Group company	-	-	-	-	-	-	-	-	-	179,798
Gestamp Aveiro	Group company	-	-	-	-	-	-	-	14,708	-	3,263
Gestamp Baires	Group company	-	-	-	-	-	-	-	133,426	-	-
Gestamp Beyçelik	Group company	-	-	-	-	-	-	-	-	-	85,928
Beyçelik Gestamp SASI Otomotive	Group company	-	-	-	-	-	-	-	(3,335)	-	50,244
Gestamp Bizkaia	Group company	3,469,535	82,635,822	-	-	-	-	-	1,755,785	-	205,279
Gestamp Brasil Ind. Autopecas S.A	Group company	-	-	-	-	-	-	-	-	-	3,617,711
Gestamp Chattanooga LLC	Group company	-	506,718	-	-	-	-	-	132	-	80,679
Gestamp Córdoba	Group company	-	-	-	1,156,852	-	-	-	559,006	-	-
Gestamp Finance Slovakia	Group company	400,593,075	-	-	181,000,000	-	-	-	17,266,473	-	-
Gestamp Funding Luxembourg	Group company	-	1,372,972	-	-	-	(3,214,543)	479,783,887	57,255	2,379,158	-
Gestamp Global Tooling	Group company	-	100,966,471	-	-	-	-	-	28,738	-	-
Gestión Global Matricería	Group company	-	-	-	-	-	-	-	60	-	-
Gestamp Gravataí S.A.	Group company	-	-	-	-	-	-	-	-	-	1,242,125
Gestamp Hard Tech AB	Group company	67,515,499	55,639,403	-	2,852,520	4,841,677	-	-	1,401,783	-	101,688
Gestamp Holding Argentina	Group company	384,065 3,333,476	- 475,325	-	-	-	-	-	2,701 10,844	-	-
Gestamp Holding México Gestamp Hungaria	Group company Group company	62,214,537		-	-	- 19,381,520	-	-	983,108	-	- 66,630
Gestamp Autocomponents Kunshan Co. LTD	Group company	-	- -	- -	- -	-	- -	- -	275,556	- -	427,501
Gestamp Kartek Corporation	Group company	-	-	-	-	-	-	-	-	-	109,505
Gestamp Linares	Group company	174	388,152	-	2,174,800	6,185,327	-	-	305,656	-	6,615
Gestamp Louny	Group company	-	8,700,000	-	-	-	-	-	862	-	73,789
Gestamp Manufacturing Autochasis	Group company	-	-	-	-	-	-	-	589,723	-	98,888
Gestamp Mason LLc	Group company	-	-	-	-	-	-	-	-	-	36,119
Gestamp Navarra	Group company	-	-	-	17,203,720	-	-	-	1,389,884	-	141,029
Gestamp North America	Group company	-	2,376,794	-	-	-	-	-	618	160	-
Gestamp North Europe SL	Group company	111,725,683	-	-	-	-	-	-	935,837	-	-
Gestamp Noury	Group company	10,529,207	-	-	-	25,209,453	-	-	953,128	-	60,261
Gestamp Palencia	Group company	2,852,831	26,248,898	-	69,698,078	21,318,649	-	-	3,017,339	-	104,181
Gestamp Polska	Group company	-	-	-	-	-	138,181,935	-	2,888,734	-	-
Gestamp Cerveira	Group company	-	-	-	40,537,632	-	-	-	2,895,637	-	8,145
Gestamp Ronchamp	Group company	9,561,791	-	-	-	-	-	-	149,111	-	35,504
Gestamp Servicios	Group company	1,878,334	50,599,986	-	101,865,038	77,652,640	-	-	21,930,877	684	1,865,381
Gestamp Solblank Barcelona	Group company	-	-	-	3,425,493	14,714,696	-	-	681,515	-	21,247
Gestamp Solblank Navarra	Group company	-	-	-	-	-	-	-	353	-	-

		Intragroup current account				Loans			Interest and other		Use of trademark
	Nature of the	Payables	Receivables	Securities Debt	Non-current payables	payables Current	receivables Current	Non-current receivables	Debtors	Creditors	Trade receivables/(payables), group companies and associates
	relationship	(Note 9)	(Note 19.3)		(Note 9)	(Note 9)		(Note 14)	(Note 9)
Gestamp South Carolina	Group company	-	-	-	-	-	-	-	-	-	78,551
Gestamp Automotive Chennai Private Ltd	Group company	-	-	38,362,500	-	-	-	-	3,369,798	-	268,839
Gestamp Tool Hardening SL	Group company	852,874	-	-	-	-	-	-	4,491	-	-
Gestamp Sweden	Group company	49,560,334	14,055,460	-	22,235,925	28,904,254	-	-	5,338,328	-	-
Gestamp Tallent	Group company	132,877,470	183,979,999	-	190,389,942	17,395,962	-	-	3,430,000	-	751,449
Gestamp Tech SL	Group company	-	2,224	-	-	-	-	-	-	10	-
Gestamp Toledo	Group company	-	66,945	-	15,943,942	20,640,698	-	-	1,472,189	-	47,536
Gestamp Tooling Services	Group company	-	21,989,371	-	-	-	-	-	6,358	-	-
Gestamp Try Out Services	Group company	-	2,421,852	-	-	-	-	-	692	-	-
Gestamp Technology Institute, S.L	Group company	-	206,387	-	-	-	-	-	545	-	-
ISM SAU	Group company	-	-	-	-	-	-	-	1	-	-
Gestamp UK	Group company	22,238,450	57,097,822	-	-	-	-	-	353,295	-	64,636
Gestamp Vigo	Group company	-	-	-	16,000,000	8,783,381	-	-	123,221	-	5,821
Getamp Vendas Novas	Group company	-	5,161,431	-	-	-	-	-	3,635	-	30,123
GMF Holding GMBH	Group company	147,204,082	-	-	85,076,590	-	-	-	3,741,518	-	-
Gestamp Metal Forming Wuhan	Group company	-	-	-	-	-	-	-	-	-	162,267
G.Griwe Westerburg GMBH	Group company	26,737,946	336	-	69,560,405	-	-	-	549,764	-	202,411
Gestamp West Virginia, LLC.	Group company	-	-	-	-	-	-	-	-	-	317,437
Inmobiliaria Acek	Group company	-	-	-	-	-	-	290,734	-	-	-
Loire Safe	Group company	-	19,068,422	-	132,689	-	-	-	8,003	-	-
Matricerías Deusto	Group company	4,994,146	-	-	6,000,000	2,289,195	-	-	445,495	-	-
Gestamp Abrera	Group company	-	-	-	19,200,000	-	-	-	1,163,875	-	106,907
Gestamp Levante	Group company	-	-	-	10,678,631	-	-	-	650,461	-	-
Gestamp Metalbages	Group company	34,273,795	19,810,914	-	29,571,181	18,086,047	11,826,511	-	2,081,251	-	136,945
Metalbages P51 SL	Group company	-	-	-	-	-	-	-	106,000	-	-
Mursolar	Group company	10,135,971	-	-	7,840,934	-	-	-	541,910	-	-
Prisma SAS	Group company	36,554,100	-	-	-	-	-	-	518,180	-	32,402
Sofedit SAS	Group company	-	16,305,498	-	-	-	-	-	28,450	-	569,737
Gestamp Wroclaw SP. Z.O.O	Group company	2,775,900	-	-	48,500,000	-	-	-	1,147,253	-	22,149
Sungwoo Gestamp Hitech (Chennai) Limited	Group company	-	-	-	-	-	-	-	780,425	-	-
Gestamp Holding China, AB	Group company	162,015	6,870	-	-	-	-	-	2,254	-	-
Gestamp Umformtechnick GMBH	Group company	-	103,849,056	-	-	-	-	-	21,343	-	598,394
Gestamp Nitra, SRO	Group company	596	-	-	-	-	-	-	0	-	-
Gestamp Severstal Vsevolozhsk LLC.	Group company	-	-	-	14,975,330	-	-	-	21,631	-	-
BTH - Bero Tools, S.L.	Group company	-	850	-	-	-	-	-	-	-	-
		1,183,346,581	790,520,470	38,362,500	1,123,308,947	279,403,500	150,805,548	512,338,346	89,922,632	6,737,775	12,977,524

	mber 31, 2017
	ments for the year ended Dece
GESTAMP AUTOMOCIÓN, S.A.
	Notes to the financial state

19.1 Loans to companies

The Company recognized the following non-current loans to group companies at December 31, 2017 and 2016:

Recipient of the loan	Loan Type	Grant date	Initial amount in euros or limit of the facility	Outstanding balance at 12/31/2017 (in €)		12/31/2016 (in €) Outstanding balance at	Maturuty	Interest rate 2017	Accrued interest receivable, 2017	Accrued interest receivable, 2016
Palencia, S.A. Gestamp	Financial Loan	2005	41,000,000	41,000,000		41,000,000	31/12/2020	2.00%	1,148,406.13	1,721,891
	Financial Loan Financial Loan	2004 2017	88,698,078 21,691,241	28,698,078 21,691,241		28,698,078 -	31/12/2019 21/12/2023	2.00% 2.00%
Gestamp Vigo, S.A.	Participating	2002	11,000,000	-	(b)	11,000,000	31/12/2018	( a)	78,567.04
	Financial Loan Participating	2004 2005	5,000,000 4,783,381	- 4,783,381	(b) (d)	5,000,000 -	31/12/2020 31/12/2020	( a) 2.00%
Cerveira, Ltda Gestamp	Financial Loan	2003	1,803,036	1,803,036		1,803,036	31/12/2019	2.00%	4,125,903.48	2,885,208
	Financial Loan	2014	40,000,000	38,734,596		38,734,596	31/12/2020	3.25%
Gestamp Noury, S.A.	Financial Loan	1999	3,111,492	3,111,492	( c )	-	Ver Corto Plazo	2.00%	511,191.69	-
	Financial Loan Financial Loan Credit Line	2001 1999 2017	6,000,000 6,097,961 10,000,000	6,000,000 6,097,961 10,000,000	(c ) (c )	- - -	Ver Corto Plazo Ver Corto Plazo 31/12/2020	2.00% 2.00% 2.00%
Gestamp Linares, S.A.	Financial Loan	2017	6,199,826	6,199,826	( c )	-	21/12/2023	2.00%	36,754.39	53,728
	Financial Loan	2005	2,174,800	2,174,800	( d )	2,174,800	31/12/2021	2.00%
Gestamp Solblank Barcelona, S.A.	Financial Loan	2004	3,425,493	3,425,493		3,425,493	31/12/2020	2.00%	58,047.05	84,627
	Financial Loan	2017	10,700,000	10,700,000		-	21/12/2023	2.00%
Servicios, S.A. Gestamp	Participatings	2004	41,025,525	41,025,525		41,025,525	31/12/2020	( a)	19,774,024.11	18,124,257.00
	Financial Loan Credit Line	2007 2013	52,500,000 59,770,026	52,500,000 59,770,026	( c )	- 59,770,026	31/12/2020 07/02/2023	2.00% 6.55%
	Financial Loan Financial Loan	2016 2017	1,069,488 25,100,000	1,069,488 25,100,000		1,069,488 -	31/12/2016 21/12/2023	2.00% 3.00%
Gestamp Sweden	Financial Loan Financial Loan	2011 2010	13,145,000 12,013,425	13,145,000 9,090,925		13,145,000 9,090,925	30/03/2021 29/03/2020	7.00% 7.00%	1,193,327.95	1,193,328
Metalbages, S.A. Gestamp	Participatings	2002	28,692,843	-	( c )	27,645,489	31/12/2018	Ver corto plazo	9,500.00	1,129,562.00
	Financial Loan	2017	57,000,000	57,000,000		-	21/12/2023	2.00%
Gestamp Levante, S.L.	Participating	2002	6,732,292	6,732,292		6,732,292	31/12/2020	( a)	675,423.40	640,718
	Participating Participating	2001 2003	2,742,380 1,203,958	2,742,380 1,203,958		2,742,380 1,203,958	31/12/2020 31/12/2020	( a) ( a)
Gestamp Navarra	Participating Participating	2003 2003	6,000,000 8,000,000	6,000,000 8,000,000		6,000,000 8,000,000	31/12/2020 31/12/2020	( a) ( a)	671,542.42	1,376,298
Gestamp Abrera	Participating Participating Participating	2004 2008 2008	3,203,720 13,000,000 6,200,000	3,203,720 - -	( c ) ( c )	3,203,720 13,000,000 6,200,000	31/12/2020 31/12/2018 31/12/2018	( a) Ver corto plazo Ver corto plazo	-	1,152,000
Hardtech AB Gestamp	Financial Loan	2009	-		( c )	2,852,520	26/03/2018	Ver corto plazo	-	206,949
Griwe	Financial Loan Financial Loan	2011 2013	3,585,000 1,218,463	3,585,000 -	(c)	3,585,000 1,218,463	30/03/2019 29/05/2018	5.50% Ver corto plazo	1,553,177.47	263,252
	Financial Loan Financial Loan	2017 2016	40,000,000 64,756,942	40,000,000 64,756,942		- 64,756,942	26/12/2022 31/12/2026	2.00% 2.00%
Gestamp Aragón SA	Financial Loan	2017	14,000,000	14,000,000		-	21/12/2023	2.00%	607,833.33

	mber 31, 2017
	ments for the year ended Dece
GESTAMP AUTOMOCIÓN, S.A.	Notes to the financial state

Recipient of the loan	Loan Type	Grant date	Initial amount in euros or limit of the facility	Outstanding balance at 12/31/2017 (in €)		12/31/2016 (in €) Outstanding balance at	Maturuty	Interest rate 2017	Accrued interest receivable, 2017	Accrued interest receivable, 2016
Edscha Holding GMBH	Financial Loan	2013	75,000,000	-	( c )	75,000,000	25/07/2018	Ver corto plazo	1,558,807.77	3,449,519
	Financial Loan Financial Loan Financial Loan	2017 2017 2016	1,800,000 9,000,000 69,454,248	1,800,000 9,000,000 69,454,248		- - 69,454,248	12/09/2023 04/09/2022 31/12/2026	2.00% 2.00% 2.00%
Gestamp Finance Slovakia	Participating	2015	66,000,000	66,000,000		66,000,000	31/12/2020	( a)	2,854,500.00	10,860,000
	Participating	2013	115,000,000	-	( c )	115,000,000	31/12/2018	Ver corto plazo
GMF Holding GMBH	Financial Loan	2013	85,076,590	-	( c)	85,076,590	29/05/2018	Ver corto plazo	-	1,294,963
Loire S.A.F.E.	Financial Loan	2013	132,689	-	( c)	132,689	29/05/2018	Ver corto plazo	-	2,020
Gestamp Córdoba	Financial Loan	2006	1,156,852	-	( c)	1,156,852	29/05/2018	Ver corto plazo	-	506,798
Gestamp Wroclaw Sp.z.o.o.	Credit Line	2016		51,000,000		44,000,000	31/12/2020	3.25%	2,839,860.61	1,102,277
	Financial Loan	2016	4,500,000	-	( c)	4,500,000	01/09/2017	Ver corto plazo
Vsevolozhsk LLC. Severstal Gestamp	Financial Loan	2016	14,975,330	13,777,456		14,975,330	30/03/2019	12.52%	1,327,243.60	-
Severstal-Kaluga Gestamp	Financial Loan	2016	22,834,997	-	( b)	22,834,997	30/03/2019	12.52%		32,984
Gestamp Tallent Ltd	Financial Loan	2016	190,389,187	190,389,187		190,389,942	31/12/2026	12.52%	4,082,790.33	275,008
Mursolar 21, S.L.	Financial Loan	2015	7,840,934	7,840,934		7,840,934	10/02/2020	3.25%	732,637.27	474,268
TOTAL				1,002,606,984		1,123,308,947			43,839,538.04	49,472,681

(a) Remuneration consists of an annual percentage of the Company's net profit.

(b) Canceled in 2016

(c) Recognized under current assets at December 31, 2017

(d) Recognized under current assets at December 31, 2016

(*) Interest rate reviewed annually

19.2 Loans to Gestamp Group employees

Loans to Gestamp Group employees correspond to loans granted to employees of different subsidiaries of the Gestamp Group for the purchase of shares of Acek Desarrollo y Gestión Industrial, S.L. amounting to 37,110 thousand euros. These loans are guaranteed by the constitution of a pledge on succh actions. The main economic conditions of these loans are an interest rate equal to the legal rate of the currency in force for each year, and its duration is of six years from the date of the signing of the loans.

19.3 Current loans and interest receivable

The Company recognized part of the current loans to and interest receivable from group companies in "Current investments in group companies and associates - Loans to companies". The detail of this item at December 31, is as follows:

€	2017	2016
Interest and other receivables from group companies	90,910,381	89,733,209
Current loans receivable from group companies	429,386,359	279,403,500
	520,296,740	369,136,709

a) Current interest receivable

The breakdown of current interest receivable from group companies is as follows:

€	2017	2016
Interest on non-current loans	43,839,538	49,472,681
Interest on current loans	26,418,526	15,070,365
Interest on intragroup current account and other	20,652,321	25,190,162
	90,910,385	89,733,209

	mber 31, 2017
	ments for the year ended Dece
GESTAMP AUTOMOCIÓN, S.A.
	Notes to the financial state

b) Current loans to group companies

The breakdown of current loans to group companies at December 31, 2017 and 2016 is as follows:

Recipient of the loan	Loan Type	Grant date	in euros or limit Initial amount of the facility		Outstanding balance at 12/31/2017 (in €)	Outstanding balance at 12/31/2016 (in €)	Maturity	rate 2017 Interest	receivable, Accrued interest 2017	receivable, Accrued interest 2016
Gestamp Hungría	Financial Loan Credit Line	2004	25,000,000 -	9,248,128 10,750,023	( e)	9,248,128 10,133,392	23/09/2017 26/09/2017	2.50% 6.19%	243,641	235,057
	Participating	2006	6,185,327	-	(e)	6,185,327	31/12/2017	( a )
Edscha Holding, GmbH	Financial Loan Financial Loan	2013 2017	75,000,000 8,000,000	75,000,000 8,000,000	( b )	- -	25/07/2018 29/12/2018	4.68% 1.75%	3,281,861	-
Gestamp Hardtech AB	Financial Loan Financial Loan Financial Loan	2009 2009 2009	- - -	76,635 2,498,970 4,164,950	( c) ( b ) ( c ) ( c )	87,477 - 4,754,200	05/02/2018 26/03/2018 09/07/2017	6.20% 6.20% 6.20%	423,719	299,673
Gestamp Finance Slovakia	Participating	2013	115,000,000 115,000,000		( b)	-	31/12/2018	( a )	4,973,750	-
Gestamp Global Matricería	Financial Loan	2017	13,000,000	13,000,000		-	13/12/2018	1.00%	3,972	-
Gestamp Griwe	Financial Loan	2013	1,218,463	1,218,463	(b)	-	29/05/2018	5.96%	18,546	-
Loire S.A.F.E.	Financial Loan	2013	132,689	132,689	(b)	-	29/05/2018	5.96%	2,020	-
GMF Holding GMBH	Financial Loan	2013	85,076,590	85,076,590	( b)	-	29/05/2018	5.96%	1,294,963	-
Gestamp Hotstamping Japan	Financial Loan	2017	2,000,000	2,000,000		-	16/11/2018	1.00%	3,056	-
Gestamp Wroclaw Sp.z.o.o.	Financial Loan	2016	4,500,000	4,500,000	( b)	-	01/09/2018	1.50%	-	-
Gestamp Sweden	Financial Loan	2013	30,000,000	28,904,254		28,904,254	21/07/2018	3.00%	4,320,785	3,453,657
Gestamp Pitesti	Financial Loan	2017	370,000	370,000		-	31/01/2018	1.00%	17,815	-
	Financial Loan Financial Loan	2017 2017	1,580,034 1,419,966	1,580,034 1,419,966		- -	10/04/2018 10/04/2018	1.00% 1.00%
Gestamp Tallent	Financial Loan	2013	100,000,000	17,395,962		17,395,962	30/06/2017	5.50%	1,406,077	1,837,328
Gestamp Abrera	Participating Participating	2008 2008	13,000,000 6,200,000	13,000,000 6,200,000	( b ) ( b )	- -	31/12/2018 31/12/2018	( a ) ( a )	1,214,400	-
Gestamp Toledo, S.L.	Participatings Participatings	2000 2001	15,355,430 5,285,267	- -	( e ) ( e )	15,355,430 5,285,267	31/12/2017 21/12/2017	( a ) ( a )	1,582,286	825,628
Gestamp Vigo, S.A.	Financial Loan Participating	2013 2005	4,000,000 4,783,381	- -	( e ) ( e )	4,000,000 4,783,381	31/12/2017 31/12/2017	2.00% ( a )	865,000	118,173
Gestamp Aragón S.A.	Participating Participating	2012 2012	4,000,000 3,000,000	- -	( e ) ( e )	4,000,000 3,000,000	31/12/2017 31/12/2017	( a ) ( a )	-	560,000
	Participating Participating	2012 2012	3,000,000 4,000,000	- -	( e ) ( e )	3,000,000 4,000,000	31/12/2017 31/12/2017	( a ) ( a )
Gestamp Metalbages, S.A.	Participating Participating	2001 2002	17,038,693 28,692,843	- 28,692,843	( e ) (f)	17,038,693 1,047,354	31/12/2017 31/12/2018	( a ) ( a )	3,807,150	723,442
Gestamp Córdoba	Financial Loan	2017	1,156,852	1,156,852		-	31/12/2018		530,256	-
Matricerías Deusto	Participating	2002	2,289,195	-	( e )	2,289,195	31/12/2017	( a )	257,367	91,568
Gestamp Noury, S.A.	Financial Loan Credit Line	1999 2001	3,111,491	-	( e )	3,111,491	31/12/2017 31/12/2017	2.00% 2.00%	-	768,888
	Financial Loan Credit Line	1999 2003	6,000,000 6,097,961 18,000,000	- - -	( e ) ( e ) ( e )	6,000,000 6,097,961 10,000,000	31/12/2017 31/12/2017	2.00% 2.00%
Gestamp Palencia, S.A.	Participatings Participating	2000 2001	18,583,774 14,133,451	- -	( e ) ( e )	7,185,198 14,133,451	31/12/2017 31/12/2017	( a ) ( a )	1,774,778	1,279,119
Gestamp Servicios, S.A.	Participating Participating Participating	2001 2007 2007	2,237,954 6,551,000 16,363,686	- - -	( e ) ( e ) ( e )	2,237,954 6,551,000 16,363,686	31/12/2017 31/12/2017 31/12/2017	( a ) ( a ) ( a )	81,746	3,309,224

15,070,365	26,418,526			279,403,500	429,386,359	208,048,000			TOTAL
		( a )	31/12/2017	7,851,500	( e ) -	7,851,500	2001	Participating
588,588	47,823	( a )	31/12/2017	6,863,196	( e ) -	6,863,196	2000	Participating	Gestamp Solblank Barcelona, S.A.
		Ver largo plazo	31/12/2017	52,500,000	( d ) -	52,500,000	2007	Financial Loan
receivable, Accrued interest 2016	receivable, Accrued interest 2017	rate 2017 Interest	Maturity	Outstanding balance at 12/31/2016 (in €)	Outstanding balance at 12/31/2017 (in €)	in euros or limit Initial amount of the facility	Grant date	Loan Type	Recipient of the loan

(a) Remuneration consists of an annual percentage of the Company's net profit.

• (b) Classified under non-current at December 31, 2016
• (c) Loans granted in US dollars. The initial amounts were US\$2 and US\$3 million.
• (d) Classified under non-current at December 31, 2017
• (e) Canceled in 2017
• (f) Classified partially under non-current and under current at December 31, 2016

19.4 Payables to group companies

(€)	2017	2016
Non-current
Non-current guarantees received	290,734	290,734
Loans payable to group companies (Note 14)	514,823,486	512,047,612
Current
Loans payable to group companies	92,609,819	154,020,090
Payables from current accounts	806,717,019	790,295,080
Interest payable	1,369,040	3,748,722
Other payables and deferred expenses, group companies (current portion)
	1,415,810,098	1,460,402,238

The breakdown of this item at December 31, 2017 and 2016 is as follows:

Non-current loans

Company granting the loan	Loan type	Grant date	Initial amount in euros or credit limit	Amount outstanding at 12/31/2017 (€)		Amount outstanding at 12/31/2016 (€)	Maturity	Interest rate 2017
Gestamp Funding Luxembourg	Financial loan	2013	500,000,000	483,148,913	(a)	479,783,887 31/05/2023		3.72%
Acek Desarrollo y Gestión Industrial, S.L.	Financial loan	2013	31,060,000	24,255,994			25,297,725 31/03/2032	6.60%
Edscha Holding España	Financial loan	2017	4,452,579	4,452,579			- 22/12/2022	2.00%
	Financial loan	2010	6,000,000	2,966,000			2,966,000 23/12/2019	4.70%
Edscha Burgos, S.L.	Financial loan	2010	4,000,000	-	(b)		4,000,000 23/12/2019	4.70%
			541,060,000	514,823,486		512,047,612

(a) Loan refinanced in May 2016

(b) Loan cancelled in 2017

Loans with Gestamp Funding Luxembourg, S.A. are related to the bond issue described in Note 14.1.

The loan with Acek Desarrollo y Gestión Industrial, S.L. is related to the acquisition of the GESTAMP trademark described in Note 5.1.

Current loans

The breakdown of current loans to group companies at December 31, 2017 and 2016 is as follows:

Company granting the loan	Loan type	Grant date	Initial amount in euros or credit limit	Outstanding amount at 12/31/2017 (€)		Outstanding amount at 12/31/2016(€)	Maturity	Interest rate 2016
Edscha Burgos SL	Financial loan	2011	3,034,000	-		3,034,000.00	11/07/2017	4,70%
Acek Desarrollo G. I. S.L. Financial loan		2013	-	1,041,729	( a )	977,643.69	See Long Term	See Long Term
Gestamp Polska, Sp.z.o.o.Financial loan		2004	138.181.935	91,565,401		138,181,935	31/12/2017	4,17%
			141,215,935			142,193,579.00

(a) Short term part of a long-term loan.

Intragroup current accounts

The Company recognized current accounts held with group companies related to the Gestamp Automoción Group's funding system under "Current investments in group companies and associates - Other financial assets". In 2017, these current accounts earned nominal annual interest of 1% (2016: 1.5%).

19.5 Directors and senior management

From March 23, 2017 to December 31, 2017, directors remunerations have been accrued by the amount of €2.368 thousand, as follows:

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€4,9 thousand of the previous retributions are life assurances.

The loans granted amount €3.000 thousand:

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In the years ended December 31, 2016, members of the Board of Directors did not receive any remuneration or any advances, loans, pension obligations or life insurances were granted to them.

The Company considers as senior management personnel who discharge duties related to the Grouping's general objectives, such as business planning, management and control, autonomously and with full responsibility, limited solely by the criteria and instructions of the Company's legal owners or the governing and management bodies that represent them. The Company does not have any employee on staff considered to be a senior executive in accordance with this definition.

19.6 Information on compliance with Section 229 of the Corporate Enterprises Act (Ley de Sociedades de Capital)

According to the articles 229 and 231 of the Spanish Corporate Enterprises Act and with the aim of reinforcing the transparency of capital companies, the joint administrators of the Parent Company and their representative natural persons have reported they have no situations of conflict with the interest of the Parent Company or the Group.

Additionally, Mr. Francisco José Riberas Mera, as president and representative of GESTAMP BIZKAIA, S.A. and Mr. Juan María Riberas Mera as representative of HOLDING GONVARRI, S.L. and AUTOTECH ENGINEERING, A.I.E., board members of the Parent Company, have reported that they are shareholders and board members of ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and several subsidiaries of the ACEK Desarrollo y Gestión Industrial Group.

ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L is the parent company of an industrial group that developed, through the following subgroups, the activities mentioned below:

• GESTAMP AUTOMOCIÓN GROUP: engaged in manufacturing and sale of metal parts and components for the automotive industry.
• GONVARRI GROUP: engaged in manufacturing, processing and sale of metal products, including structures for renewable energy such as wind turbines, photovoltaic plants and infrastructure elements of solar thermal power plants.
• GESTAMP ENERGíAS RENOVABLES GROUP: dedicated to the development, construction and operation of plants generating renewable energy including solar, wind and biomass.
• INMOBILIARIA ACEK GROUP: engaged in real estate activities.

By other hand, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L holds a direct and indirect investment of 17.909 % in the company Cie Automotive, S.A., of which Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera are also directors.

Additionally, Mr. Francisco López Peña is a member of the Board of CIE Automotive, S.A. Cie Automotive, S.A. is the parent company of an industrial group which is engaged in, among other things, the design, manufacture and sale of automobile components and sub-units on the world automotive market.

Finally, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. holds a direct investment of 50.00% in the company Sideacero, S.L., of which Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera are also directors.

Siceacero, S.L. is the parent company of an industrial group which in engaged in, among othe things, import, export, purchase and sale of ferrous, non-ferrous products, steel materials and recovery-

20. NATURE AND EXTENT OF RISKS ARISING FROM FINANCIAL INSTRUMENTS

Financial risk management

In managing risk, the Company takes an accounting view that enables it to assess the status and trends of the various situations of risks.

20.1 Financial risk factors

In compliance with prevailing accounting standards, the Company discloses the financial risks to which its business is exposed, which are basically:

• Market risk
  • Foreign currency risk
  • Interest rate risk
• Liquidity risk

Foreign currency risk

Fluctuations in the exchange rates of currencies in which a given transaction is carried out against the accounting currency can have a negative or positive effect on profit or loss for the year, specifically impacting the financial management of borrowings.

The Company operates primarily in the following currencies:

• Euro

• US dollars
• Swedish krona
• Hungarian forints
• Pound sterling

To manage currency risk, the Company uses a series of financial instruments that provide it with a certain degree of flexibility. These instruments are basically:

• A. Forward purchases and sales of currencies: This establishes a known fixed rate of exchange at a specific date, which may also be adjusted over time to adapt and apply to cash flows.
• B. Other instruments: Other derivative financial hedging instruments may be used, such as those that lock in a maximum and minimum exchange rate (collars or tunnels) at a specific settlement date.

The following table presents, in euros, the sensitivity of profit and loss and equity to changes in the exchange rates of the currencies in which the Company operates against the euro.

The sensitive of profit and loss to changes in exchange rates is as follows (in euros):

2017

IMPACT ON PROFIT OR LOSS
Currency	+5% change	-5% change
BRL	353	(353)
CNY	6	(6)
GBP	(12,322)	12,322
HUF	(44,131)	44,131
INR	(241,181)	241,181
JPY	17	(17)
SEK	(35,925)	35,925
TRY	(59,739)	59,739
USD	(3,034)	3,034
Impact in absolute amounts	(395,956)	395,956

2016

IMPACT ON PROFIT OR LOSS
Currency	+5% change	-5% change
BRL	161	(161)
CZK	657	(657)
GBP	(18,948)	18,948
HUF	(46,944)	46,944
INR	(152,052)	152,052
PLN	3	(3)
SEK	(43,420)	43,420
TRY	(57,880)	57,880
USD	766,570	(766,570)
Impact in absolute amounts	448,146	(448,146)

Interest rate risk

Regarding floating rate borrowings, the Company is exposed to the risk that its cash flows will be affected by changes in market interest rates. The Company mitigates its interest rate risk using interest rate derivatives, mainly arranging interest rate swaps though which it converts the reference variable interest rate of a loan into a fixed reference, covering either the entire amount or part of the amount of the loan, and affecting either the entire life or part of the life of the loan.

Virtually all debt is issued at variable rates and indexed to the Euribor rate.

With all other variables held constant, a 5% higher or lower interest rate in 2017 on the Company's borrowings would result in a higher or lower net financial result of €2,982 thousand (2016: €4.446 thousand).

Liquidity risk

Liquidity risk is defined as the risk that a company may not be able to meeting its obligations as a result of adverse situations in debt and/or capital markets that hinder or prevent it from raising the necessary funds.

The Group manages liquidity risk by holding sufficient available funds to negotiate, under the best possible terms and conditions, the replacement of forthcoming transactions close to maturing with new ones and to meet its short-term cash management requirements, thereby avoiding the need to raise funds under unfavorable terms and conditions.

The Group had available undrawn credit facilities at December 31, 2017 amounting to € 642.9 million (2016: €457.3 million).

21. OTHER INFORMATION

21.1 Structure of personnel

The number of employees by professional category is as follows:

	Number of employees at the end of the year			Average number of employees
	Men	Women	Total	in the year
2017
Senior executives	1	0	1	1
Administrative staff	8	11	19	17
Others	3	2	5	4
	12	13	25	22
				Average number of

		Number of employees at the end of the year
	Men	Women	Total	employees in the year
2016
Senior executives	-	-	-	-
Administrative staff	1	2	3	3
	1	2	3	3

21.2 Audit fees

Audit fees accrued for services rendered by the statutory auditor are as follows:

(€)	217	2016
Fees for the audit of separate and consolidated financial statements	594,092	311.981
Other audit services	361,130	5
	955,222	316.981

'Other audit services' includes fees regarding the work on procedures to achieve financial ratios.

22. DISCLOSURES ON DEFERRED PAYMENTS TO SUPPLIERS IN COMMERCIAL TRANSACTIONS

The information on average supplier payment period is as follows:

	2017	2016
(Days)
Average supplier payment period	43	61
Ratio of transactions paid	43	60
Ratio of transactions outstanding	59	87
€ 0
Total payments made	8,909,528	1,520,097
Total payments outstanding	39,093	31,884

23. EVENTS AFTER THE REPORTING PERIOD

No significant events have occurred subsequent to the reporting period that could alter or have any effect on these financial statements or on their going concern basis.

Additional note for English Translation

These Consolidated Financial Statements were originally prepared in Spanish. In the event of a discrepancy, the Spanish-language version prevails.

Management Report

Gestamp Automoción, S.A.

February 26, 2018

Gestamp Automoción S.A. (hereafter "Gestamp" and together with its consolidated subsidiaries "the Group") is one of the world's largest suppliers of automotive components and assemblies. We are an international group focused on the design, development and manufacture of components for the automotive industry with a client oriented business model. We specialize in offering high-added-value products with innovative designs and technological complexity for vehicles that are increasingly safer and lighter and therefore better with regards to energy consumption and environmental impact.

Since we were founded in 1997, we have had an ongoing commitment to incorporate new technologies into our manufacturing processes and to develop traditional technologies. As of December 31st 2017, more than 20 years since its foundation, Gestamp is present in 21 countries over four regions (Europe, North America, South America and Asia), has 102 manufacturing plants, 13 R&D centers and a workforce of over 41,000 employees worldwide. As of February 2018, Gestamp has 105 production facilities with 7 plants under construction, out of which the acquisition of two production facilities and one plant under construction are subject to the approval of the relevant competition authorities.

Gestamp produces a diverse range of products, many of which are critical to the structural integrity of a vehicle. The product portfolio covers body-in-white and chassis, mechanisms, as well as tooling and other products.

Gestamp has become one of the largest strategic suppliers of automotive components and assemblies thanks to the Group's technological leadership, an extensive geographical and customer footprint and a proven track record in executing complex projects. . Gestamp is a worldwide reference for almost all major OEMs (Original Equipment Manufacturer), including BMW, Daimler, Fiat Chrysler, Ford, Geely-Volvo, General Motors, Honda, PSA, Renault Nissan, Tata JLR, Toyota and Volkswagen, which represented its top 12 customers for the year ended December 31, 2017.

Our approach to expanding on a customer-oriented basis has been the key to maximize the potential growth of our technological leadership and global presence. Finally, the operational excellence is deeply rooted in our corporate culture, all this promoted by the reliability and efficiency.

ORGANIZATIONAL STRUCTURE

The Board of Directors is the highest governing body of Gestamp Automoción Group and it is a decision-making center for the management of the Company. The composition of the Board of Directors brings together, as a whole, the necessary knowledge, skills and experience to guarantee an adequate governance of the Company, in accordance with its activities, including its main risks, and ensuring effective capacity for independent and autonomous decision-making for the benefit of the Society.

There is also a Management Committee composed by the managers of the geographical Divisions, the managers of the Business Units, the Human Resources corporate director and the Legal corporate director.

On December 20th, 2017, the Group announced that the Board of Directors had approved the appointment of the Vice-President and CFO (Mr. Francisco López Peña) as the new CEO of the Company to become effective in 2018. As CEO he will assume the oversight of industrial operations within the Group, finance direction and other corporate duties.

Francisco J. Riberas will keep his functions as Executive Chairman. From this position he will focus on Strategy and Corporate Development, including key commercial relationships with Gestamp's customers. He will also enhance Corporate Governance and institutional representation of the Group.

MACROECONOMIC AND SECTOR EVOLUTION DURING 2017

Global economic growth during 2017 has been stronger than expected, with the second half of the year confirming the recovery path seen during the first half. Signs of recovery in the US have been confirmed during the second half of the year, adding to the solid performance of the Eurozone and Japan. Political developments in Europe and the ongoing negotiations on Brexit, have had a limited impact on growth during the year.

In this context, the evolution of the automotive sector has been positive. Global light vehicle production, according to IHS data as of January 2018, grew by 2.1% during 2017 compared to 2016. The growth in Gestamp's footprint stood at 1.7%, driven by strong market production in particular in Mercosur (+20.8%) and Eastern Europe (+6.9%).

Global OEM's have continued to focus on "CASE" (Connectivity, Autonomous driving, Shared mobility and Electrification), which supports the outsourcing of the components of a vehicle to global suppliers, such as Gestamp. OEM's are facing increasing capital needs to match new market requirements in relation to CASE, which generates more opportunities for key strategic suppliers. Whether a vehicle has an internal combustion engine or is electrically powered, Gestamp is well positioned to benefit from the current trends, as lightweight and safety will continue to be key for OEM's. During 2017, several OEM's have announced new electrified car models, including: (i) BMW's launch of 25 models by 2025 with an electrified drive system of which 12 are expected to be pure-electric, (ii) VW's strategy for electrification called 'Roadmap E', with 80 new electric vehicles by 2025. These model launches announced by OEM's are expected to lead to an increase in the levels of outsourcing to global suppliers, such as Gestamp.

In general, macroeconomic and auto sector conditions have been positive, driving growth globally. Mature and developing markets have each been influenced by their respective trends and dynamics. The aforementioned macro and auto trends provide a solid foundation and continue to reinforce Gestamp's vision, strategy and objectives.

Results for the full year 2017 were solid and ahead of guidance despite the operational project launch issues announced in September in North America, as well as the impact of foreign exchange rates.

FINANCIAL RESULTS OVERVIEW

Within this environment, the Company, at an individual level, continues to develop its financial activity in favor of the group, materializing the group's growth in new acquisitions as well as through the financing new investments by the granting loans and equity investments, through the raising of financing in the financial agents with which it operates

During fiscal year 2017, pre-tax income has improved substantially, reaching a figure of € 188,459 thousand, due to the notable improvement of dividend income item.

At the end of 2017, the company has a positive working capital fund of €1,086 million; moreover, the company has additional liquidity sources through the Revolving Credit Facility of € 280.0 million as part of its Senior Facilities with maturity in 2021 that are not currently being used, the company also maintains at December 31, 2016 availability in credit policies that together amounts to €414 million. These credit lines are usually renewed annually, have no guarantees and have common clauses.

NON-FINANCIAL RESULTS OVERVIEW

The Company presents in the Management Report enclosed the Annual Accounts of the Consolidated Group, the statement of non-financial information.

CORPORATE GOVERNANCE

Rules

Gestamp's Corporate Governance is currently based on the following rules, all of which are available on our website:

• Company Bylaws
• Regulations of the General Shareholders' Meeting
• Regulations of the Board of Directors, which include rules for the Audit Committee and the Nomination and Compensation Committee
• Code of Conduct
• Internal code of conduct in Securities Markets
• Certain corporate policies

The Corporate Governance rules were reviewed by the relevant authority upon the Initial Public Offering in April 2017 and since then are reviewed and updated from time to time. The contents are inspired and based on our commitment to the best practices in good corporate governance.

Governing bodies

Governing bodies that carry out differentiated strategy and oversight functions, and leadership and management functions:

• The General Shareholders' Meeting: this is the main way shareholders take part in Gestamp and its highest decision-making body. Through this body, its shareholders deliberate and decide through voting, subject to the majorities applicable by law or the by-laws, on the matters within their remit.
• The Board of Directors: this focuses its activity on the definition, oversight and follow-up of the policies, strategies and general guidelines that the Company and the companies of its consolidated group must follow. The Board of Directors comprises 12 members, of whom 5 are independent directors, 3 are proprietary, 2 are executive, and 2 are other external directors.
• Committees of the Board of Directors: to carry out its work, the Board of Directors has the support of specialized internal committees. In this regard, the Board of Directors has set up an Audit Committee and a Nomination and Compensation Committee, both comprising nonexecutive directors and chaired by an independent director.
• The Management Committee: this is responsible for the Group's organization and strategic coordination, by disseminating, implementing and monitoring the business strategy and guidelines.

Diversity in the Board of Directors

The composition and profiles of the members of Gestamp's Board of Directors are available on the Company's website.

The selection and nomination of members is carried out according to Gestamp's Director Selection Policy as well as the Guidelines on the knowledge, skills and experiences of the Board of Directors. Both documents include criteria for promoting diversity in governance bodies. The Nomination and Compensation Committee is the body that, on an annual basis, shall conduct an assessment in which it explicitly takes into account the diversity of the representation of the members on the Board.

MAIN RISKS AND UNCERTAINTIES

Risk Management is an essential part of our corporate culture and principles. Gestamp has an Integral Risk Management System (IRMS) in place. It is defined as a process driven by the Board of Directors and Senior Management, which aim is to develop the organization's capacity to properly detect measure, control and mitigate the significant risks; but, as an integrated system, it is the responsibility of each and every member of the Group. It helps us to accomplish our general goals, enhance sustainability and increase the confidence of investors, consumers and society in general.

This IRMS, which Gestamp continued to develop and evolve in 2017, is based on the COSO ERM model (a detailed, systematic approach that allows us to identify events, assess, prioritize and respond to risks related to the accomplishment of our business goals), on the best practices defined in the Good Governance Code of Listed Companies and on the Technical Guide 3/2017 on Audit Committees at Public Interest Entities.

To facilitate and promote an effective, integrated and uniform management, the Group has established the Integrated Risk Management System Policy (henceforth, the "IRMS Policy"), which is applicable to all the companies belonging to the Group, and its scope includes all activities, processes, projects and lines of business, as well as all the geographic areas in which the Group operates.

The IRMS Policy was approved by the Gestamp Board of Directors and establishes the main principles, guidelines and general framework for systematically and uniformly detecting financial and non-financial risks (including environmental, social, labor-related and human rights-related risks, as well as those related to the fight against corruption and bribery), preventing them and mitigating any existing or potential negative effects; thereof, keeping them within the risk levels (tolerance) accepted by Gestamp in line with the due diligence procedures set forth in Royal Decree-Law 18/2017.

While the IRMS is a process that affects and involves all the Group's employees, the parties that are in charge of ensuring that it functions smoothly and their main duties are as follows:

The Specific Risk Owners, in charge of identifying, assessing and monitoring risks that pose a threat to achievement of their goals.

• The Risk Committees, which ensure that the risks are kept aligned with the accepted risk appetite and inform the Audit Committee.
• The Board of Directors and the Audit Committee, in their approval, monitoring and supervision of the IRMS.

• The Internal Audit and Risk Management Function, which provides support to the Audit Committee and coordinates the risk identification and assessment processes, in addition to coordinating the Risk Committees.

Information on the nature and level of risks arising from financial instruments is set out in note 20 of the accompanying report.

SUBSEQUENT EVENTS

No significant events have occurred subsequent to 2017 year-end.

FORESEABLE EVOLUTION OF THE COMPANY

For 2018, global economic growth is expected to confirm the pace gathered in 2017, which according to International Monetary Fund's January 2018 World Economic Outlook will stand at approximately 3.9%. The higher growth is expected to bring inflationary pressure, as first signs of price and wage increases appear, particularly in the United States.

With an improvement in economic activity, Gestamp expects a good performance in the automotive sector globally. According to IHS January 2018 data, global light vehicle production is expected to increase by 1.9% in 2018.

In a favorable environment, and on the back of the strong investments made in recent years in projects that will ramp up this year, Gestamp expects a positive performance of its operations in 2018. In line with the last few years, the Group expects solid revenue and income growth, well above that of the market, at constant FX. Although the level of global uncertainty remains high and there are latent geopolitical risks, Gestamp will continue to focus its efforts on improving the efficiency of its processes and adequate management of the large number of projects the Group is working on.

R&D ACTIVITIES

The Company, at an individual level, has not performed any R&D activity in the current year.

OPERATIONS WITH OWN SHARES

As at December 31, 2017 the Company had no treasury shares, and during the course of the year did not trade in its own shares.

OTHER RELEVANT INFORMATION

Stock Exchange Evolution

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 Greenshow of 23,308,331 shares). The price was set at €5.60 per share, representing an initial market capitalization of €3,222 million.

As of December 31st of 2017, the Company's total Free Float amounted to 28.73%. The remaining shareholding of 71.27% is controlled (directly and indirectly) by Acek Desarrollo y Gestión Industrial S.L. (Acek, the Riberas Family industrial holding) being 58.745% owned by Acek and 12.525% by Mitsui.

Please see below for Gestamp´s share price evolution since April 7th, 2017:

Source: Bloomberg

Gestamp's shares increased by +6.4% since IPO, implying a market capitalization of €3,428 million. Total volume traded during 2017 was 275m shares or €1,550.5m.

The shares hit a high for the year on July 17th 2017 (€6.29) and a low on April 18th 2017 (€5.10). Since IPO, our average share price has been €5.75.

The Group reported earnings per share of €0.42 in 2017. The most relevant information regarding the stock's evolution in 2017 is shown in the table below:

(€)	2017	2016*
Total Number of Shares	575.514.360	-
Share Price	5,96	-
Market Cap. (in Thousands)	3.428	-
Maximum Price in 2017	6,29	-
Date of Max. Price	17/07/2017	-
Minimum Price in 2017	5,10	-
Date of Min. Price	18/04/2017	-
Average Price in 2017	5,75	-
Total Volume (in Shares)	231.549.084	-
Average of Daily Volume Traded
(in Shares)	1.244.888	-
Total Turnover (in Millions)	1.321,08	-
Average of Turnover Traded (in
Thousands)	7.102,58	-

* The Company was listed on April 7th, 2017. There is no information regarding 2016.

Dividend policy

In 2017 the Company maintained its policy to distribute dividends corresponding to 30% Consolidated Profit Attributable to Equity holders of the Company.

Average period for payment to suppliers

The internal processes and payment policy terms of the Spanish companies of the Group comply with the legal provision of the Law 15/2010, which establishes actions against late payment in commercial transactions. As a result, the contractual conditions in the year 2017 with commercial suppliers for parts manufactured in Spain have included periods of payment equal to or less than 60 days in 2017 and in 2016, according to the second transitory legal provision of the Law. (Refer to Note 34).

For efficiency reasons and in line with common standards, the Spanish subsidiaries of the Group have in place a schedule for payments to suppliers, under which payments are made on fixed days, and twice a month in the case of the larger entities.

In general terms, during the fiscal periods 2017 and 2016, payments, for contracts agreed after the entry into force the Law 15/2010 made by Spanish entities to suppliers have not exceeded the legal limits of payment terms. Payments to Spanish suppliers which have exceeded the legal deadline for years 2017 and 2016 have been negligible in quantitative terms and are derived from circumstances or incidents beyond the established payment policy, which primarily include the closing of agreements with suppliers at the delivery of goods or provision of services or handling specific processes.

Additionally, as of December 31, 2017 and 2016 there were no outstanding amounts to suppliers located in Spanish territory that exceeded the legal term of payment.

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.

MODEL ANNEX I

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES

IDENTIFICATION DETAILS OF THE

END OF REPORTING PERIOD 31/12/2017

Tax Identification Code. A48943864

ISSUER

Registered Name: GESTAMP AUTOMOCIÓN, S.A.

Registered Address: Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES

OWNERSHIP STRUCTURE A

A.1 Complete the following table about the share capital of the company:

Date of last change	Share capital (€)	Number of shares	Number of voting rights
03/03/2017	287,757,180	575,514,360	575,514,360

State whether or not there are different classes of shares with different associated rights:

Yes □ No ☒

Categor y	Number of shares	Nominal value per share	Number of voting rights per share	Differen t rights

A.2 Provide a breakdown of the direct and indirect holders of significant shareholdings in your company as of the end of the financial year, excluding directors:

Individual or		Indirect voting rights
company name of the	Number of direct voting rights	Direct holder of the interest	Number of voting rights	% of total voting rights
director
company name
of the
shareholder
Acek Desarrollo y	121,842,522	Gestamp 2020,	288,332,760	71.27
Gestión		S.L.
Industrial, S.L.

State the most significant changes in the shareholding structure that have occurred during the financial year:

Individual or company name of shareholder	Date of transaction	Description of transaction

A.3 Complete the following tables about members of the board of directors of the company who have voting rights attached to the shares of the company:

Individual or		Indirect voting rights
company	Number of direct	Direct holder	Number of	% of total
name of the	voting rights	of the interest	voting rights	voting rights
director
company name

<-- PDF CHUNK SEPARATOR -->

of the director
Mr. Francisco López Peña	804,885	0	0.14
Mr. Javier Rodríguez Pellitero	11,000	0	0.00
Mr. Alberto Rodríguez-Fraile Díaz	33,458	0	0.01

Total percentage of voting rights held by the board of directors	0.15
------------------------------------------------------------------	------

Complete the following tables about members of the board of directors of the company who have rights attached shares of the company:

Individual	Number of direct rights	Indirect rights			% of
or company name of director		r	Direct holde	Number of voting rights	Number of equivalent shares

A.4 State, if applicable, the family, commercial, contractual, or corporate relationships between significant shareholders, to the extent known to the company, unless they are immaterial or result from the ordinary course of business:

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.		(the "Company") and
		companies belonging to its
Gestamp Automoción, S.A.		group, of which the Company is the parent entity, (hereinafter referred to as the "Group"), have a commercial, contractual or corporate relationship with a significant

shareholder or companies belonging to its group, which results from the ordinary course of business undertaken under market conditions.
The relationship referred to is described in section D of this Annual Corporate Governance Report.

A.6 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
private	capital	Brief description of the
shareholders'	affected	agreement
agreement
Acek Desarrollo y Gestión	71.27	This private shareholders'
Industrial, S.L.		agreement was formalised on
		23 December 2016 and it was
Mitsui & Co., Ltd		reported by virtue of a
Gestamp 2020, S.L.		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	71.27	This protocol was formalised
Mera		on 21 March 2017 and it was
Halekulani S.L.		reported by virtue of a
Mr. Juan María Riberas Mera		Significant Event on 7 April
Ion-Ion, S.L.		2017 (Record No. 250503). It
Acek Desarrollo Y Gestión		regulates specific aspects relating to the ownership and
Industrial S.L.		management of the Acek group
		(business group comprising
		Acek Desarrollo y Gestión
		Industrial, S.L., and its
		subsidiaries, which include the
		Company and Gestamp 2020,
		S.L.). In particular, the
		protocol regulates the
		procedure for deciding the
		direction of the vote of Acek

Gestión
Industrial, S.L., with respect to
the agreements adopted in the
General Shareholders' Meeting
of
Gestamp 2020, S.L., the first
refusal and tag along rights
Acek
Gestión
Industrial, S.L., and the regime
to solve deadlock situations
that could affect the Company.
For further information, see

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

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.7 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:

Individual or company name
Acek Desarrollo y Gestión Industrial, S.L.

Observations

Acek Desarrollo y Gestión Industrial, S.L., controls and has a 75% participation in the capital of Gestamp 2020, S.L. It is also the holder of 50.10% of the share capital and voting rights of Gestamp Automoción, S.A. Furthermore, Acek Desarrollo y Gestión Industrial, S.L., holds a 21.171% direct share in the capital of Gestamp Automoción, S.A. Therefore, Acek Desarrollo y Gestión Industrial, S.L., controls 71.271% of the voting rights of the Company.

The Riberas family has control of Acek Desarrollo y Gestión Industrial, S.L., given that it is the indirect holder of the entire social capital through the companies Halekulani, S.L., and Ion-Ion, S.L. At present, Mr. Francisco José Riberas has control of Halekulani, 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: Halekulani, S.L., (represented by Mr. Francisco José Riberas) and Ion-Ion, S.L., (represented by Mr. Juan María Riberas).

A.8 Complete the following tables about the company's treasury shares:

As of year-end:

Number of direct shares	Number of indirect shares (*)	Total % of share capital
0	0	0

(*) Through:

Individual or company name of direct holder of the interest	Number of direct shares
Total
:

Explain any significant changes, pursuant to the provisions of Royal Decree 1362/2007, that have occurred during the financial year:

Explain any significant changes

A.9 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 3 March 2017, agreed, under point nine of the agenda, to authorise the Company's Board of Directors to acquire treasury shares subject to the following conditions:

• The acquisitions shall be undertaken by the Company itself or through subsidiary companies.
• The acquisitions shall be undertaken through purchases, swaps, dation in payment or through any other legally valid transaction.
• The maximum number of own shares shall not exceed that legally established.
• The minimum price shall be the nominal value.
• The maximum price shall be the market value on the date of the acquisition, increased by 10%.
• The authorisation is granted for a maximum term of 5 years starting from the date the agreement is adopted.

A.9 bis Estimated free-float:

change
--------

Estimated free-float:	28.58

A.10 State whether there are any restrictions on the transfer of securities and/or any restrictions on voting rights. In particular, disclose the existence of any restrictions that might hinder a takeover of the company through the acquisition of its shares in the market.

Yes ☒ No □

As stated in Section A.6 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 transmission regime of the shares of the Company, owned by the shareholders who formalised said agreement. In this regard, this transmission regime could hinder a takeover of the Company through the acquisition of its shares in the market. For further information see the Significant Event of 7 April 2017 (Record No. 250532).

Similarly, as stated in the aforementioned section, Mr. Francisco José Riberas Mera, Halekulani, 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 this regard, the procedure for deciding the direction of the vote could hinder a takeover of the Company through the acquisition of its shares in the market. For further information, see the Significant Event of 7 April 2017 (Record No. 250503).

A.11 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.

Yes □ No ☒

If applicable, explain the approved measures and the terms on which the restrictions will become ineffective.

A.12 State whether or not the company has issued securities that are not traded on a regulated market within the European Community.

$$\mathbf{\color{red}{Yes}} \boxtimes \qquad\qquad\qquad\mathbf{\color{red}{No}} \boxtimes$$

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).

Similarly, the Company, through the wholly-owned company, Gestamp Funding Luxembourg, S.A., has issued senior notes that are traded on the Luxembourg Stock Exchange's Euro MTF market.

For further information relating to these debt instruments, go to the website of the markets referred to: www.bmerf.es and www.bourse.lu, respectively.

GENERAL SHAREHOLDERS' MEETING 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 % different from that established in Article	Quorum % different from that established in Article 194 of the
	193 of the Companies Act	Companies Act for special
	for	circumstances
	general circumstances
Required
quorum
upon 1st call
Required
quorum upon
2nd call

Description of the differences

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 by-laws of the company. In

particular, disclose the majorities provided for amending the by-laws, and any rules provided for the protection of the rights of the shareholders in the amendment of the by-laws.

The By-laws of the Company do not establish different or additional rules to those set out by law for the amendment of by-laws.

In this regard, according to the provisions under Article 13.3 of the Company's Bylaws, in order for the General Shareholders' Meeting to validly agree any by-law 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 twentyfive percent or more of the subscribed share capital with voting rights, without reaching fifty percent.

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 prior financial year:

	Attendance data
Date of	% of	% of	% absentee voting
general shareho lders' meeting	sharehol ders present in	shareholders represented by proxy	Electronic voting s	Other	Total
	person
22/03/2017	98.48	1.52	0	0	100
03/03/2017	98.48	1.52	0	0	100
13/12/2016	98.48	1.52	0	0	100
27/06/2016	100	0	0	0	100
10/06/2016	100	0	0	0	100
29/04/2016	100	0	0	0	100
01/02/2016	100	0	0	0	100

• B.5 State whether or not there are any by-law restrictions requiring a minimum number of shares to attend the general shareholders' meeting:
  • Yes □ No ☒

Number of shares required to attend the general shareholders'
meeting

• B.6 Section eliminated.
• B.7 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 "Investors and Shareholders" section. In this section on Corporate Governance, information on the Company's corporate texts, the Shareholders' Meeting and on the Board of Directors, among other contents, can be accessed.

This section of "Corporate Governance" is accessible in two clicks from the home page.

STRUCTURE OF THE COMPANY'S MANAGEMENT C

C.1 Board of directors

C.1.1 Maximum and minimum number of directors set out in the by-laws:

Maximum number of directors	15
Minimum number of directors	9

C.1.2 Complete the following table identifying the members of the board:

Individual or company name of the director	Representative	Type of director	Position on the board	Date of first appointment	Date of last appointment	Election procedur e
Mr. Francisco José Riberas Mera		Executive	Executive Chairman and CEO	22/12/1997	24/03/2017	General Sharehold ers' Meeting Agreement
Mr. Francisco López Peña		Executive	Member	05/03/2010	24/03/2017	General Sharehold ers' Meeting Agreement
Mr. Juan María Riberas Mera		Proprietary	Vice President	22/12/1997	24/03/2017	General Sharehold ers' Meeting Agreement
Mr. Noboru Katsu		Proprietary	Member	23/12/2016	24/03/2017	General Sharehold ers' Meeting Agreement
Mr. Tomofumi Osaki		Proprietary	Member	23/12/2016	24/03/2017	General Sharehold ers' Meeting Agreement

Mr. Alberto	Coordinating	Member	24/03/2017	24/03/2017	General
Rodríguez	Independent				Sharehold
Fraile Díaz	Director				ers'
					Meeting
					Agreement
Mr. Javier	Independent Member		24/03/2017	24/03/2017	General
Rodríguez					Sharehold
Pellitero					ers'
					Meeting
					Agreement
Mr. Pedro	Independent Member		24/03/2017	24/03/2017	General
Sainz de					Sharehold
Baranda					ers'
Riva					Meeting
					Agreement
Ms. Ana	Independent Member		24/03/2017	24/03/2017	General
García Fau					Sharehold
					ers'
					Meeting
					Agreement
Mr. César	Independent Member		24/03/2017	24/03/2017	General
Cernuda					Sharehold
Rego					ers'
					Meeting
					Agreement
Mr. Geert	Other	Member	29/06/2015	24/03/2017	General
Maurice Van	external				Sharehold
Poelvoorde	directors				ers'
					Meeting
					Agreement
Mr. Gonzalo	Other	Member	24/03/2017	24/03/2017	General
Urquijo	external				Sharehold
Fernández	directors				ers'
de Araoz					Meeting
					Agreement

Total number of directors	12
---------------------------	----

State the vacancies on the board of directors during the reporting period:

Individual or company name	Class of director at time	Date of
of director	of vacancy	vaca
		ncy

C.1.3 Complete the following tables about the members of the board and each member's status:

EXECUTIVE DIRECTORS

Individual or company name of	Position within the company's
director	structure
Mr. Francisco José Riberas Mera	Executive Chairman of the Board of

	Directors
Mr. Francisco López Peña	Member of the Board of Directors, Vice-President and CFO

Total number of executive directors	2
Total % of the board	16.67%

EXTERNAL PROPRIETARY DIRECTORS

Individual or company name of director	Individual or company name of the significant shareholder represented by the director or that has proposed the director's appointment
Mr. Juan María Riberas Mera	Acek Desarrollo y Gestión Industrial, S.L.
Mr. Noboru Katsu	Acek Desarrollo y Gestión Industrial, S.L.
Mr. Tomofumi Osaki	Acek Desarrollo y Gestión Industrial, S.L.

Total number of proprietary directors	3
Total % of the board	25%

EXTERNAL INDEPENDENT DIRECTORS

Individual or company name of director	Profi le
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,
	such as: Registered Options Principal,
	Financial and Operation Principal,
	Securities Principal.
	Over the last 30 years he has worked for
	Asesores y Gestores Financieros, 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 management body of the
	companies of the A&G Group. He started
	his professional career as a financial

	consultant at Merrill Lynch.
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.
	Furthermore, he is a Director of GDF
	Energía España.
	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 from the MIT, Sloan School of Management,
	Massachusetts.
	He is currently the founding partner of the
	investment company, 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 General Manager of
	Engineering and of New Technologies. He was the General Manager of New
	Installations at Otis Elevator in Mexico,
	Managing Director of Otis in Portugal,
	CEO of Zardoya Otis and Chairman of the
	Southern Europe and Middle East area at
	Otis Elevator Company and, finally,
	Executive Chairman of the Otis Elevator Company group.
	He is member of the following Board of

	Directors: Mecalux, Zardoya Otis and
	Social Board of Carlos III University of
	Madrid. In the past, he formed part of the
	management bodies of certain companies
	belonging to the Zardoya Otis Group.
Ms. Ana García Fau	She holds a Degree in Law and a Degree
	in Business Management and Economics
	from the Comillas Pontifical University
	(ICADE E-3) of Madrid. She also holds a
	Master's Degree in Business
	Administration from the MIT, Sloan
	School of Management, Massachusetts.
	She currently forms part of the following
	Board of Directors: Renovalia,
	Technicolor, Eutelsat Communications
	and Merlin Properties, DLA Piper and
	Globalvia. She started her professional
	career working at McKinsey & Company
	for Wolff Olins and Goldman Sach. At
	TPI- Páginas Amarillas (Telefónica
	Group) she was Head of Planning,
	Managing Director of the Corporate
	Development area and subsequently a
	Finance Director. She formed part of the
	Boards of Directors of different companies
	under the TPI Group. In the Hibu Group
	(formally Yell) she held different
	managerial positions, such as Chief
	Executive of Yell for business in Spain and
	Latin America for 7 years, and as Global
	Managing Director of Business Strategy
	and Development, as well as being a
	member of its International Management
	Committee. She was also Manager of the
	company, Cape Harbour Advisors.
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.
	He is currently the Chairman of Microsoft
	Latin America and Vice-chairman of
	Microsoft Corporation. He started his
	professional career in the banking sector at
	Banco 21 (Banco Gallego) and
	subsequently worked at Software AG.
	Over the last 20 years he has held different
	managerial positions on an international
	level for Microsoft. These positions include
	being Managing Director of Microsoft
	Business Solutions in Europe, the Middle

East and Africa; Global Vice-chairman of
Microsoft Business Solutions; Vice
chairman of Sales, Marketing and Services
at Microsoft Latin America, and
Chairman of Microsoft for Asia-Pacific.
He is currently a member of the Board of
Directors of the Americas Society/Council
of the Americas, as well as of the Trust of
the Americas, representing Microsoft.

Total number of independent directors	5
Total % of the board	41.67%

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.

OTHER EXTERNAL DIRECTORS

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	Reaso	Company, officer or shareholder with which the director has ties
director	ns
Mr. Geert Maurice	In recent years, he has	ArcelorMittal, S.A.
Van Poelvoorde	had a significant business
	relationship with the
	Company, Companies of
	its Group or with
	companies of the group of
	its significant shareholder
	as director and senior
	manager of an entity that
	is part of this relationship.
Mr. Gonzalo Urquijo	He was a director of the	Gestamp Automoción, S.A.
Fernández de Araoz	Company for a continuous
	period of over 12 years.

Total number of other external directors	2
Total % of the board	16.67%

State the changes, if any, in the class of each director during the period:

Individual or company name of director	Date of change	Former class	Current class

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:

		Number of female directors			% of total directors of each class
	Year t	Year t	Year t	Year t	Year t	Year t	Year t	Year t
		1	2	3		1	2	3
Executive	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Proprietary	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Independent	1	0	0	0	8.33	0	0	0
Other external N/A		N/A	N/A	N/A	N/A	N/A	N/A	N/A
Total:	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

C.1.5 Explain any measures adopted, where applicable, to seek to include on the board of directors a number of women that allows for a balanced presence of men and women.

Article 7 of the Regulations of the Board establishes that the Board of Directors shall approve a director selection policy that favours knowledge, experience and gender diversity. Said policy was approved by the Board of Directors, on the proposal of the Nomination and Compensation Committee, in a meeting held on 14 December 2017. It sets out, among other aspects, the following inspirational principles that shall govern the director selection process:

• Equal treatment and transparency: The Board of Directors Selection Policy shall ensure a transparent director selection system that is not implicitly biased, providing the same opportunities to all qualified candidates.
• Diversity. The Board of Directors Selection Policy shall favour experience, knowledge and gender diversity.

Furthermore, the Board of Directors Selection Policy establishes that the Board of Directors shall ensure that the selection procedures of the members of the Board of Directors favour gender, experience and knowledge diversity, and that they entail no implicit biases that could involve any type of discrimination. In this respect, the policy states that the selection 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.

The Company started trading on the market in April 2017 and, in this short period of time, no vacancies have opened up on the Board of Directors and it has not been deemed necessary to increase the number of its members. As such, undertaking a selection process of which the aforementioned measures or new measures that favour a balanced presence of men and women has not been necessary.

C.1.6 Explain any measures, if appropriate, approved by the appointments 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:

As set out in Section C.1.5. of the Board of Directors Selection Policy, which was approved, on the proposal of the Nomination and Compensation Committee, by the Company's Board of Directors in a meeting held on 14 December 2017, equal treatment and diversity shall be inspirational principles of director 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. The guide was approved by the Board of Directors, on the proposal of the Nomination and Compensation Committee, in said meeting and it contains the main criteria that were followed, and that will be followed while no amendments are made, in designing the composition of the current Board of Directors.

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 the grounds, among others, of gender.

Furthermore, pursuant to the provisions under Article 41 of the Regulations of the Board of Directors, the duties of the Nomination and Compensation Committee include informing the Board of Directors on matters of gender diversity, establishing a target of representation for the least represented sex on the Board of Directors and drafting guidelines on how to achieve said target. Given that the Company went public in April 2017, the Committee has had no reason to establish representation target for the least represented sex. However, it has set the objective to undertake this task in the next financial year.

If there are few or no female directors despite any measures adopted, if applicable, describe the reasons why:

Given the short period of time between the admission of the Company to trade its shares and the end of the 2017 financial year, a representation target of the least represented sex has not been set. Furthermore, as from the date in which the management body of the Company was formed, no vacancy has opened up on the Board of Directors that has given rise to the application of the Board of Directors Selection Policy.

C.1.6.bis Explain the conclusions of the appointments committee regarding

verification of compliance with the director selection policy. In particular, explain how said policy is fostering the goal that the number of female directors represents at least 30% of all members of the board of directors by 2020.

The Board of Directors Selection Policy was approved by the Board of Directors on 14 December 2017. As a year had not elapsed since its approval and no vacancy had opened up that gave rise to its application, the Nomination and Compensation Committee has not had the opportunity to verify compliance with said policy. However, the Nomination and Compensation Committee envisages verifying its compliance during the forthcoming financial years.

C.1.7 Explain the form of representation on the board of shareholders with significant holdings.

As set out in Section C.1.3. of this Annual Corporate Governance Report, the proprietary directors of the Company represent Acek Desarrollo y Gestión Industrial, S.L., a shareholder with 71.271% of the share capital of the Company.

Notwithstanding the foregoing, it is hereby stated that the appointments of Mr. Noboru Katsu and Mr. Tomofumi Osaki were proposed by Mitsui & Co. Ltd., to Acek Desarrollo y Gestión Industrial, S.L., pursuant to the provisions in the agreement between shareholders formalised between Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd., and Gestamp 2020, S.L.

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:

Yes □ No ☒

Individual or company name of	Explanati
shareholder	on

C.1.9 State if any director has withdrawn from his or her position before the expiration of the director's term of office and if the director has given reasons to the board and by what means, and in the event that the director gave reasons in writing, describe at least the reasons given:

Name of director	Reason for withdrawal

C.1.10 State, if applicable, any powers delegated to the managing director(s):

Individual or company name of director	Brief description
Mr. Francisco José Riberas Mera	In a meeting held on 3 March
	2017, the Board of Directors of
	the Company appointed Mr.
	Francisco José Riberas Mera as
	CEO, delegating to him all the
	powers inherent to the Board of
	Directors, including executive
	powers, but excluding powers
	that could not be delegated by
	law or under the By-laws.

C.1.11 Identify, if applicable, the members of the board who are directors or officers of other companies that form part of the listed company's group:

Individual or company name of director	Name of entity within the group	Posit ion	Does he/she have executive duties?
Mr. Francisco José Riberas Mera.	Adral Matricería y Puesta a Punto, S.L.	Representative (natural person) of sole director (legal person)	YES
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	Chairman	YES
Mr. Francisco José Riberas Mera.	Autotech Engineering, AIE	Chairman	YES
Mr. Francisco José Riberas Mera.	Gestamp Tooling Erandio, S.L.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Beyçelik Gestamp Otomotiv Sanayi Anonim Sirketi	Vice-President	NO
Mr. Francisco José Riberas Mera.	CP Projects limited	Board Member YES
Mr. Francisco José Riberas Mera.	Die de Die Development, S.L.	Representative (natural person) of Sole Director (legal person).	YES
Mr. Francisco José	Edscha Automotive	Chairman	YES

Riberas Mera.	Components
	(Kunshan) Co., Ltd
Mr. Francisco José		Joint and
Riberas Mera.	Edscha Automotive	Several
	Hauzenberg, GmbH	Director	YES
Mr. Francisco José		Joint and
Riberas Mera.	Edscha Automotive	Several
	Hengersberg, GmbH	Director	YES
Mr. Francisco José Riberas Mera.	Edscha Automotive Italia, S.R.L	Chairman	NO
Mr. Francisco José	Edscha Automotive	Joint and Several
Riberas Mera.	Kamenice, S.R.O.	Director	YES
Mr. Francisco José	Edscha Automotive
Riberas Mera.	Michigan, INC	Sole Director	YES
Mr. Francisco José	Edscha Automotive
Riberas Mera.	SLP, S.A.P.I. DE C.V. Chairman		YES
Mr. Francisco José
Riberas Mera.	Edscha Briey, S.A.S.	Chairman	YES
		Representative
		(natural
Mr. Francisco José		person) of sole
Riberas Mera.		director (legal
	Edscha Burgos, S.A.	person)	YES
Mr. Francisco José	Edscha Engineering
Riberas Mera.	France, S.A.S	Chairman	YES
		Joint and
Mr. Francisco José	Edscha Engineering,	Several
Riberas Mera.	GmbH	Director	YES
	Edscha Hauzenberg	Joint and
Mr. Francisco José	Real Estate, GmbH &	Several
Riberas Mera.	Co KG	Director	YES
	Edscha Hengersberg	Joint and
Mr. Francisco José	Real Estate, GmbH &	Several
Riberas Mera.	Co KG	Director	YES
		Joint and
Mr. Francisco José	Edscha Holding,	Several
Riberas Mera.	GmbH	Director	YES
		Joint and
Mr. Francisco José		Several
Riberas Mera.	Edscha Hradec, S.R.O.	Director	YES
	Edscha	Joint and
Mr. Francisco José	Kunststofftechnik,	Several
Riberas Mera.	GmbH	Director	YES
		Representative
Mr. Francisco José		(natural
Riberas Mera.		person) of sole
	Edscha Santander,	director (legal
	S.A.	person)	YES
Mr. Francisco José		Joint and
Riberas Mera.	Edscha Velky Meder,	Several
	S.R.O.	Director	YES
Mr. Francisco José
Riberas Mera.	Gestamp 2008, S.L.	Chairman	YES
Mr. Francisco José	Gestamp Finance	Joint and	YES

Riberas Mera.	Slovakia, S.R.O.	Several
		Director
		Representative
		(natural
Mr. Francisco José	Almussafes	person) of sole
Riberas Mera.	Mantenimiento de	director (legal
	Troqueles, S.L.	person)	YES
		Representative
		(natural
Mr. Francisco José		person) of sole
Riberas Mera.		director (legal
	Gestamp Palau, S.A.	person)	YES
	Gestamp Automotive
Mr. Francisco José	Sanand, Private
Riberas Mera.	Limited	Board Member NO
Mr. Francisco José	Gestamp Automotive
Riberas Mera.	India, Private Limited Board Member NO
Mr. Francisco José	Gestamp Holding
Riberas Mera.	Mexico, S.L	Chairman	YES
Mr. Francisco José	Gestamp Holding
Riberas Mera.	Argentina, S.L	Chairman	YES
	Gestamp
Mr. Francisco José	Autocomponents
Riberas Mera.	Dongguan, Co. Ltd	Chairman	NO
	Gestamp
Mr. Francisco José	Autocomponents
Riberas Mera.	Kunshan, Co. Ltd	Chairman	NO
Mr. Francisco José		Sole
Riberas Mera.	Gestamp Abrera, S.A.	administrator	YES
Mr. Francisco José	Gestamp Aguas
Riberas Mera.	calientes, S.A. de C.V.	Chairman	NO
Mr. Francisco José	Gestamp Alabama,	Sole
Riberas Mera.	LLC	administrator	YES
Mr. Francisco José		Sole
Riberas Mera.	Gestamp Aragón, S.A.	administrator	YES
	Gestamp Aveiro
Mr. Francisco José	Industria e acessorios
Riberas Mera.	de Automoveis, S.A.	Chairman	YES
		Representative
Mr. Francisco José		(natural
		person) of sole
Riberas Mera.		director (legal
	Gestamp Bizkaia, S.A.	person)	YES
Mr. Francisco José	Gestamp Cartera de
Riberas Mera.	Mexico, S.A. de C.V.	Chairman	NO
Mr. Francisco José
Riberas Mera.	Gestamp Cerveira, Lda Board Member YES
Mr. Francisco José	Gestamp Chattanooga,	Sole
Riberas Mera.	LLC	administrator	YES
Mr. Francisco José		Sole
Riberas Mera.	Gestamp Esmar, S.A.	administrator	YES
Mr. Francisco José	Gestamp Finance
Riberas Mera.	Slovakia, s.r.o.	Board Member YES
Mr. Francisco José	Gestamp	Representative
Riberas Mera.	Galvanizados, S.A.	(natural	YES

		person) of sole
		director (legal
		person)
		Representative
Mr. Francisco José		(natural
Riberas Mera.		person) of sole
	Gestamp Global	director (legal
	Tooling, S.L.	person)	YES
Mr. Francisco José		Joint and
Riberas Mera.	Gestamp Griwe	Several
	Haynrode, GmbH	Director	YES
		Joint and
Mr. Francisco José	Gestamp Griwe	Several
Riberas Mera.	Westerburg, GmbH	Director	YES
Mr. Francisco José		Sole
Riberas Mera.	Gestamp Hardtech, Ab	administrator	YES
Mr. Francisco José	Gestamp Holding
Riberas Mera.	China, Ab	Board Member YES
Mr. Francisco José	Gestamp Holding
Riberas Mera.	Rusia, S.L.	Chairman	YES
Mr. Francisco José	Gestamp Hungária Kft Sole Director		YES
Riberas Mera.
Mr. Francisco José	Gestamp Ingeniería	Sole Director	YES
Riberas Mera.	Europa Sur, S.L.
Mr. Francisco José
Riberas Mera.	Gestamp Kartek Corp. Chairman		YES
Mr. Francisco José
Riberas Mera.	Gestamp Levante, S.A. Sole Director		YES
		Representative
		(natural
Mr. Francisco José	Gestamp Linares, S.A.	person) of sole	YES
Riberas Mera.		director (legal
		person)
Mr. Francisco José
	Gestamp Louny S.R.O.Sole Director		YES
Riberas Mera.
Mr. Francisco José	Gestamp
Riberas Mera.	Manufacturing	Sole Director	YES
	Autochasis, S.L
Mr. Francisco José	Gestamp Mason, LLC	Sole Director	YES
Riberas Mera.
Mr. Francisco José	Gestamp Metalbages,
Riberas Mera.	S.A.	Sole Director	YES
	Gestamp Mexicana De
Mr. Francisco José	Servicios Laborales,	Chairman	NO
Riberas Mera.	S.A. De C.V.
	Gestamp Mexicana De
Mr. Francisco José	Servicios Laborales II,	Chairman	NO
Riberas Mera.	S.A. De C.V.
Mr. Francisco José	Gestamp Navarra, S.A.Sole Director		YES
Riberas Mera.
Mr. Francisco José	Gestamp North	Chairman	YES
Riberas Mera.	America, Inc.
Mr. Francisco José	Gestamp North	Representative
Riberas Mera.	Europe Services, S.L.	(natural	YES
		person) of sole

		director (legal
		person)
Mr. Francisco José Riberas Mera.	Gestamp Noury S.A.S	Chairman	YES
Mr. Francisco José Riberas Mera.	Gestamp Palencia, S.A.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Polska Sp. Z. O. O.	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp Puebla II, S.A. De C.V.	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Puebla S.A. De C.V.	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Ronchamp, S.A.S.	Chairman	YES
Mr. Francisco José Riberas Mera.	Gestamp Services India Private Limited	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Gestamp Servicios Laborales De Toluca S.A. De C.V	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Servicios, S.A.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Solblank Barcelona, S.A.	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp Solblank Navarra, S.L.U	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp South Carolina, LLC	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp Automotive Chennai Private Limited	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Sweden, A.B. Sole Director		YES
Mr. Francisco José Riberas Mera.	Gestamp Tech, S.L.	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp Toledo, S.A.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Toluca S.A. De C.V.	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Tool Hardening, S.L.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Tooling Services, A.I.E.	Representative (natural	YES

		person) of Managing Director/Chair man (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 (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Washington Uk Limited	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Gestamp West Virginia, LLC	Sole Director	YES
Mr. Francisco José Riberas Mera.	Automotive Chassis Products Uk Limited	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Gestamp Metal Forming (Wuhan) Ltd.	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Gestamp Prisma, S.A.S.	Chairman	YES
Mr. Francisco José Riberas Mera.	Gestamp Tallent Limited	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Beyçelik Gestamp Şasi Otomotiv	Vice-President	NO
Mr. Francisco José Riberas Mera.	Gestamp Wroclaw Sp.Z.O.O.	Sole Director	YES
Mr. Francisco José Riberas Mera.	Sofedit S.A.S.	Chairman	YES
Mr. Francisco José Riberas Mera.	Ingeniería Global Metalbages, S.A.U	Sole Director	YES
Mr. Francisco José Riberas Mera.	Loire, Safe	Representative (natural person) of Managing Director/Chair man (legal person)	YES
Mr. Francisco José Riberas Mera.	MPO Prodivers Rezistent, Srl	Board Member NO
Mr. Francisco José Riberas Mera.	Çelik Form Gestamp Otomotiv, A.S.	Vice-President	NO
Mr. Francisco José Riberas Mera.	Beyçelik Gestamp Teknoloji Ve Kalip Sanayi Anonim Şirketi	Board Member NO
Mr. Francisco José Riberas Mera.	Matricería Deusto, S.L	Representative (natural person) of	YES

		Managing
		Director/Chair
		man (legal
		person)
Mr. Francisco José	Metalbages Aragón
Riberas Mera.	P21, S.L.U.	Sole Director	YES
Mr. Francisco José	Mexicana De Servicios
Riberas Mera.	Laborales S.A. De C.V. Chairman		NO
		Representative
	Societe Civile	(natural
Mr. Francisco José	Inmobilière De	person) of sole	YES
Riberas Mera.	Tournan	director (legal
		person)
	Gestamp Pune
Mr. Francisco José	Automotive Private	Chairman	NO
Riberas Mera.	Limited
Mr. Francisco José
Riberas Mera.	Todlem, S.L	Chairman	YES
		Representative
		(natural
		person) of
Mr. Francisco José	Gestamp Try Out	Managing	YES
Riberas Mera.	Services, S.L	Director/Chair
		man (legal
		person)
Mr. Francisco José
Riberas Mera.	Mursolar 21, S.L	Chairman	YES
		Representative
		(natural
Mr. Francisco José	Gestamp 2017, S.L.U.	person) of sole	YES
Riberas Mera.		director (legal
		person)
Mr. Francisco José	Gestamp Technology
Riberas Mera.	Institute, S.L.	Sole Director	YES
	Gestamp Tooling
Mr. Francisco José	Engineering	Sole Director	YES
Riberas Mera.	Deutschland GmbH
		Joint and
Mr. Francisco José	Gestamp	Several	YES
Riberas Mera.	Umformtechnik GmbH	Director
Mr. Francisco José	Gestamp Chattanooga
Riberas Mera.	II, LLC	Sole Director	YES
Mr. Francisco José	Autotech Engineering
Riberas Mera.	R&D USA, Inc.	Sole Director	YES
Mr. Francisco José	Edscha Automotive
Riberas Mera.	Slp, S.A.P.I. De C.V.	Chairman	NO
Mr. Francisco José	Edscha Automotive Slp Servicios
		Chairman	NO
Riberas Mera.	Laborales, S.A.P.I. De
	C.V.
Mr. Francisco José	Gestamp Auto
Riberas Mera.	Components (Wuhan)	Chairman	YES
	Co., Ltd.
Mr. Francisco José	Gestamp Auto	Chairman	YES
Riberas Mera.	Components

	(Chongqing) Co., Ltd.
	Gestamp Auto
Mr. Francisco José	Components	Chairman	YES
Riberas Mera.	(Shenyang) Co., Ltd.
Mr. Francisco José	Gestamp Auto
Riberas Mera.	Components (Tianjin)	Chairman	YES
	Co., Ltd.
Mr. Francisco José	Gestamp Nitra, S.R.O. Sole Director		YES
Riberas Mera.
Mr. Francisco José	Gestamp San Luis Potosí, S.A.P.I. De C.VChairman		NO
Riberas Mera.
Mr. Francisco José	Gestamp San Luis Potosí Servicios
Riberas Mera.	Laborales, S.A.P.I. De	Chairman	NO
	C.V.
Mr. Francisco José	Gestamp Washtenaw,
Riberas Mera.	LLC	Sole Director	YES
Mr. Francisco José	Autotech Engineering
Riberas Mera.	(Shanghai) Co., Ltd.	Chairman	YES
Mr. Francisco José	Gestamp Hot
Riberas Mera.	Stamping Japan Co.	Chairman	YES
	Ltd.
Mr. Francisco José	Gestamp (China)	Chairman	YES
Riberas Mera.	Holding Co., Ltd
Mr. Francisco José	Gestamp Autotech	Sole	YES
Riberas Mera.	Japan K.K	administrator
Mr. Francisco López Peña.	Autotech Engineering, Aie	Secretary	NO
	Beyçelik Gestamp
Mr. Francisco López	Otomotiv Sanayi	Board Member NO
Peña.	Anonim Sirketi
Mr. Francisco López	Edscha Automotive	Joint and
Peña.	Hauzenberg, GmbH	Several	YES
		Director
Mr. Francisco López	Edscha Automotive	Joint and
Peña.	Hengersberg, GmbH	Several	YES
		Director
Mr. Francisco López Peña.	Edscha Automotive Italia, S.R.L	Board Member NO
		Joint and
Mr. Francisco López	Edscha Automotive	Several
Peña.	Kamenice, S.R.O.	Director	YES
Mr. Francisco López	Edscha Engineering
Peña.	France, S.A.S	Board Member YES
Mr. Francisco López		Joint and
Peña.	Edscha Engineering,	Several
	GmbH	Director	YES
Mr. Francisco López	Edscha Hauzenberg	Joint and
Peña.	Real Estate, GmbH &	Several
	Co KG	Director	YES
Mr. Francisco López	Edscha Hengersberg Real Estate, Gmbh &	Joint and Several
Peña.	Co KG	Director	YES
Mr. Francisco López	Edscha Holding,	Joint and
Peña.	GmbH	Several	YES

		Director
		Joint and
Mr. Francisco López		Several
Peña.	Edscha Hradec, S.R.O.	Director	NO
	Edscha	Joint and
Mr. Francisco López	Kunststofftechnik,	Several
Peña.	Gmbh	Director	YES
		Joint and
Mr. Francisco López	Edscha Velky Meder,	Several
Peña.	S.R.O.	Director	YES
Mr. Francisco López
Peña.	Gestamp 2008, S.L.	Board Member NO
		Joint and
Mr. Francisco López	Gestamp Finance	Several
Peña.	Slovakia, S.R.O.	Director	YES
	Gestamp Automotive
Mr. Francisco López	Sanand, Private
Peña.	Limited	Board Member NO
Mr. Francisco López	Gestamp Automotive
Peña.	India, Private Limited Board Member NO
Mr. Francisco López	Gestamp Holding
Peña.	Mexico, S.L	Board Member NO
Mr. Francisco López	Gestamp Holding
Peña	Argentina, S.L	Board Member NO
	Gestamp
Mr. Francisco López	Autocomponents
Peña.	Dongguan, Co. Ltd	Board Member NO
	Gestamp
Mr. Francisco López	Autocomponents
Peña.	Kunshan, Co. Ltd	Board Member NO
	Gestamp Auto
Mr. Francisco López	Components
Peña.	(Shenyang) Co., Ltd.	Board Member NO
	Gestamp Auto
Mr. Francisco López	Components (Tianjin)
Peña.	Co., Ltd.	Board Member NO
Mr. Francisco López Peña.	Gestamp Aguas calientes, S.A. De C.V. Vice-President		NO
Mr. Francisco López	Gestamp Aveiro Industria E Acessorios
Peña.	De Automoveis, S.A.	Board Member NO
Mr. Francisco López	Gestamp Cartera De
Peña.	Mexico, S.A. De C.V.	Vice-President	NO
Mr. Francisco López
Peña.	Gestamp Cerveira, Lda Board Member NO
Mr. Francisco López	Gestamp Holding
Peña.	China, Ab	Board Member NO
Mr. Francisco López	Gestamp Holding	Board Member NO
Peña.	Rusia, S.L.
Mr. Francisco López	Gestamp Kartek Corp. Board Member NO
Peña.
Mr. Francisco López	Gestamp Mexicana De
Peña.	Servicios Laborales,	Vice-President	NO
	S.A. De C.V.

Mr. Francisco López	MPO Prodivers
Peña.	Rezistent, Srl	Board Member NO
Mr. Francisco López	Çelik Form Gestamp	Board Member NO
Peña.	Otomotiv, A.S.
Mr. Francisco López	Beyçelik Gestamp
Peña.	Teknoloji Ve Kalip	Board Member NO
	Sanayi Anonim
	Şirketi
Mr. Francisco López	Gestamp Mexicana De
Peña.	Servicios Laborales II,	Vice-President	NO
	S.A. De C.V.
Mr. Francisco López	Gestamp North	Board Member NO
Peña.	America, Inc.
Mr. Francisco López	Gestamp Puebla II,	Vice-President	NO
Peña.	S.A. De C.V.
Mr. Francisco López Peña.	Gestamp Puebla S.A. De C.V.	Vice-President	NO
	Gestamp Servicios
Mr. Francisco López	Laborales De Toluca	Vice-President	NO
Peña.	S.A. De C.V
	Gestamp Automotive
Mr. Francisco López	Chennai Private	Board Member NO
Peña.	Limited
Mr. Francisco López	Gestamp Toluca S.A.
Peña.	De C.V.	Vice-President	NO
Mr. Francisco López	Gestamp Vendas
Peña.	Novas Unipessoal, Lda Board Member NO
Mr. Francisco López	Gestamp Metal
Peña.	Forming (Wuhan) Ltd. Board Member NO
Mr. Francisco López	Gestamp Tallent	Board Member NO
Peña.	Limited
Mr. Francisco López	Gestamp	Joint and	NO
Peña.	Umformtechnik GmbH	Several
		Director
Mr. Francisco López		Joint and
Peña.	GMF Holding GmbH	Several Director	YES
Mr. Francisco López	Beyçelik Gestamp Şasi
Peña.	Otomotiv	Board Member NO
Mr. Francisco López	Mexicana De Servicios
Peña.	Laborales S.A. De C.V. Vice-President		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	Gestamp Auto
Peña.	Components (Wuhan)	Board Member NO
	Co., Ltd.
Mr. Francisco López	Gestamp Auto
Peña.	Components	Board Member NO
	(Chongqing) Co., Ltd.
Mr. Francisco López	Gestamp San Luis Potosí, S.A.P.I. De C.VVice-President		NO
Peña.
Mr. Francisco López Gestamp San Luis		Vice-President	NO

Peña.	Potosí Servicios
	Laborales, S.A.P.I. De
	C.V.
Mr. Francisco López	Gestamp Hot
Peña.	Stamping Japan Co.	Board Member NO
	Ltd.
Mr. Francisco López	Gestamp (China)
Peña.	Holding Co., Ltd	Board Member NO
	Beyçelik Gestamp
Mr. Juan María	Otomotiv Sanayi
Riberas Mera.	Anonim Sirketi	Board Member NO
Mr. Juan María
Riberas Mera.	CP Projects Limited	Board Member YES
Mr. Juan María	Gestamp Automotive
Riberas Mera.	India, Private Limited Board Member NO
Mr. Juan María	Gestamp Holding
Riberas Mera.	Mexico, S.L	Board Member NO
Mr. Juan María	Gestamp Cartera De
Riberas Mera.	Mexico, S.A. De C.V.	Secretary	NO
	Gestamp Mexicana De
Mr. Juan María	Servicios Laborales,	Secretary	NO
Riberas Mera.	S.A. De C.V.
Mr. Juan María	Gestamp Puebla II,
Riberas Mera.	S.A. De C.V.	Secretary	NO
Mr. Juan María	Gestamp Puebla S.A.
Riberas Mera.	De C.V.	Secretary	NO
	Gestamp Servicios
Mr. Juan María	Laborales De Toluca	Secretary	NO
Riberas Mera.	S.A. De C.V
Mr. Juan María	Gestamp Toluca S.A.
Riberas Mera.	De C.V.	Secretary	NO
Mr. Juan María	Gestamp Holding
Riberas Mera	Argentina, S.L	Board Member NO
Mr. Juan María	Gestamp Holding
Riberas Mera.	Rusia, S.L.	Board Member NO
Mr. Juan María	Gestamp North
Riberas Mera.	America, Inc.	Board Member NO
Mr. Juan María	Beyçelik Gestamp Şasi
Riberas Mera.	Otomotiv	Board Member NO
	Gestamp Mexicana De
Mr. Juan María	Servicios Laborales	Secretary	NO
Riberas Mera.	S.A. De C.V.
	Gestamp Mexicana De
Mr. Juan María	Servicios Laborales II,	Secretary	NO
Riberas Mera.	S.A. De C.V.
Mr. Juan María
Riberas Mera.	Todlem, S.L	Secretary	NO
Mr. Juan María	Gestamp San Luis	Secretary of the
Riberas Mera.	Potosí, S.A.P.I. De C.V	Board	NO
	Gestamp San Luis
Mr. Juan María	Potosí Servicios	Secretary of the
Riberas Mera.	Laborales, S.A.P.I. De	Board	NO
	C.V.
Mr. Noboru Katsu.	Gestamp Holding	Board Member NO

	Mexico, S.L
Mr. Noboru Katsu.	Gestamp Holding
	Argentina, S.L	Board Member NO
Mr. Noboru Katsu.	Gestamp North	Board Member NO
	America, Inc.
Mr. Tomofumi	Gestamp Holding
Osaki.	Mexico, S.L	Board Member NO
Mr. Tomofumi	Gestamp Holding
Osaki	Argentina, S.L	Board Member NO
Mr. Tomofumi	Gestamp North
Osaki.	America, Inc.	Board Member NO

C.1.12 Identify, if applicable, the directors of your company who are members of the board of directors of other companies listed on official stock exchanges, other than those of your group, that have been reported to your company:

Individual or company name of director	Name of listed company	Posit ion
Ms. Ana García Fau	Merlin Properties Socimi, S.A.	Director
	Technicolor, S.A.	Director
	Eutelsat Communications, S.A.	Director
Mr. Francisco López Peña	CIE Automotive, S.A.	Director
Mr. Francisco José Riberas Mera CIE Automotive, S.A.		Director
	Global Dominion Access, S.A.	Director
	Telefónica, S.A.	Director
Mr. Juan María Riberas Mera	CIE Automotive, S.A.	Director
Mr. Pedro Sainz de Baranda Riva	Zardoya Otis, S.A.	Director
Mr. Gonzalo Urquijo Fernández	Abengoa, S.A.	Chairman
de Araoz	Vocento, S.A.	Director
	Atlantica Yield, Plc.	Director

C.1.13 State and, if applicable, explain whether or not the regulations of the board establish rules regarding the maximum number of company boards of which its directors may be members:

Yes ☒ No □

Pursuant to the provisions under Article 17 of the Regulations of the Board of Directors of the Company, neither natural persons who represent a director that is a legal entity, nor natural or legal persons 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, shall be directors. For that purpose, positions held in asset-holding companies shall be excluded from the count and companies belonging to the same group are to be considered as one company.

C.1.14 Section eliminated.

C.1.15 State the overall remuneration of the board of directors:

	2,370
Remuneration of the board of directors (thousands of euros)
Amount of pension rights accumulated by the current	0
directors (thousands of euros)
Amount of pension rights accumulated by former	0
directors (thousands of euros)

C.1.16 Identify the members of the company's senior management who are not executive directors and state the total remuneration accruing to them during the financial year:

Individual or company name	Positi on/s:
Mr. Unai Agirre Mandaluniz	General Manager of the North Europe Division
Mr. Fernando Macias Mendizabal	General Manager of South Europe Division
Mr. Manuel López Grandela	General Manager of Mercosur Division
Mr. Juan Miguel Barrenechea Izarzugaza	General Manager of Technology, Tooling and Equipment Division, and General Manager of North America Division (see the explanatory note included in section H)
Ms. María José Armendariz Tellitu	General Manager of Chassis Division
Mr. Kevin Stobbs	General Manager of the Asia Division (see the explanatory note included in section H)
Mr. Torsten Greiner	General Manager of the Business Mechanism Unite (Edscha)
Mr. Manuel de la Flor Riberas	Corporate Manager of Human Resources
Mr. David Vázquez Pascual	Legal General Manager

Total senior management remuneration (in thousands of euros) 9,633

C.1.17 State, if applicable, the identity of the members of the board who are also members of the board of directors of significant shareholder companies and/or in entities of their group:

Individual or	Company name of	Positio
company name of	the significant	n
director	shareholder
Mr. Francisco José	Acek Desarrollo y Gestión	Joint Director
Riberas Mera	Industrial, S.L.
Mr. Juan María Riberas	Acek Desarrollo y Gestión	Joint Director
Mera	Industrial, S.L.

	Mr. Francisco López Peña Acek Desarrollo y Gestión	Director
	Industrial, S.L.
Mr. Noboru Katsu	Acek Desarrollo y Gestión	Director
	Industrial, S.L.
Mr. Tomofumi Osaki	Acek Desarrollo y Gestión	Director
	Industrial, S.L.

Describe, if applicable, any significant relationships, other than the ones stated above, of the members of the board of directors connecting them to significant shareholders and/or companies within their group:

Individual or company name of connected director	Individual or company name of connected significant shareholder	Description of relationship
Mr. Francisco José	Acek Desarrollo y	He has control of
Riberas Mera	Gestión Industrial, S.L.	Halekulani, S.L., a company
		that, together with the
		company Ion Ion, S.L.,
		controls the significant
		shareholder Acek Desarrollo
		y Gestión Industrial, S.L.
Mr. Juan María	Acek Desarrollo y	He has control of Ion Ion
Riberas Mera	Gestión Industrial, S.L.	S.L., a company that,
		together with the company
		Halekulani, S.L., controls
		the significant shareholder
		Acek Desarrollo y Gestión
		Industrial, S.L.

C.1.18 State whether or not the regulations of the board have been amended during the financial year:

Description of amendments
Yes □	No ☒

C.1.19 State the procedures for the selection, appointment, re-election, assessment, and removal of directors. Describe the competent bodies, procedures to be followed and the criteria to apply in each procedure.

Selection

The aim of the Board of Directors Selection Policy is to establish the criteria, procedures and mechanisms that allow, as a whole, the Board of Directors to bring together sufficient knowledge, skills and experience to ensure appropriate governance of the company at all times.

The selection process of possible directors is to be based on an analysis of the duties and the skills required to adequately meet the profile of knowledge, skills, diversity and knowledge of the Board of Directors, based on that set out in the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors. The analysis will be undertaken by the Board of Directors, with advice from the Nomination and Compensation Committee.

The outcome of such analysis will be set out in a justification report of the Board of Directors and of the Nomination and Compensation Committee. The justification report will be published on calling the General Shareholders' Meeting where the appointment or re-election of each director will be subject to ratification.

According to the needs to cover relating to the Board of Directors that the analysis detects, the Board of Directors, with support or guidance from the Nomination and Compensation Committee, will establish the minimum criteria that a candidate must meet to be considered in the selection process for the purpose of being appointed or re-elected as a member of the Board of Directors.

In the event of appointing independent directors, they may be considered as candidates from different external selection sources.

The Nomination and Compensation Committee, pursuant to the conducted prior analysis and establishment of the profile of potential director candidates, will submit a proposal to the Board of Directors regarding the appointment or re-election of independent directors and it will draw up a justification report on said proposal and on the proposal of the other directors.

The Board of Directors will analyse the proposal and the justification report submitted by the Nomination and Compensation Committee. It will consider all of the information available for such purpose and it may decide, if appropriate, to submit its own proposal, or that produced by the Nomination and Compensation Committee, to approval of the General Shareholders' Meeting or, if appropriate, to undertake the appointment by means of cooption.

Appointment and re-election

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. In the event of 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.

Assessment

Article 36 of the Regulations of the Board of Directors of the Company establishes that the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year, assessing the quality of its work, evaluating the effectiveness of its rules and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also assess (i) the undertaking of its functions by the Chairman 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.

Furthermore, Article 41 of the Regulations of the board of Directors of the Company, which governs the functions of the Nomination and Compensation Committee, establishes, in section h) that it shall be in charge of organising and coordinating the periodic assessment of the Chairman of the Board of Directors, as well as the periodic assessment of the Board of Directors, its Committees and of the Chief Executive of the Company.

Removal

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. Directors who step down from their position before the end of their term in office, shall send a letter setting out their reasons for such move to all of the members of the Board. Without prejudice to the publication of the resignation as a relevant fact, the reason for it shall be provided in this Report. 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, only the Board of Directors may propose their removal, before the expiry of the term under the Bylaws for which they were appointed, when there is just cause, a takeover bid, merger or another similar corporate transaction that entails a change in the capital structure, and prior report of the Nomination and Compensation Committee.

C.1.20 Explain the extent to which the self-assessment of the board has given rise to significant changes in its internal organisation and regarding the procedures applicable to its activities:

Pursuant to Article 36 of the Board Regulations, the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year, assessing the quality of its work, evaluating the effectiveness of its rules and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also assess (i) the undertaking of its functions by the Chairman 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.

However, given that in the first meeting of the 2017 financial year it was yet to be a limited listed company, the Company did not have the opportunity to conduct the abovementioned assessments in 2017.

C.1.20 bis Describe the process of self-assessment and the areas assessed by the board of directors, as it may be assisted by an external consultant, regarding diversity in its composition and powers, the operation and composition of its committees, the performance of the chairman of the board and chief executive officer, and the performance and contribution of each director.

This section is not applicable as the Board of Directors did not undertake the assessments referred to in the foregoing section due to the reasons also set out therein.

C.1.20 ter List, if applicable, any business relationships of the consultant or any company of its group with the company or any company of its group.

This section is not applicable as the Board of Directors did not undertake the assessments referred to in Section C.1.20 due to the reasons also set out therein.

C.1.21 State the circumstances under which the resignation of directors is mandatory.

As set out in Article 20 of the Regulations of the Board of Directors, directors shall relinquish their position in the following events:

• when the post, position or duties to which their appointments as executive directors were associated come to an end;
• in the case of proprietary directors, when the shareholders they represent dispose of their ownership interest in its entirety, or they do so in the number that would correspond in the event that said shareholders reduce their ownership interest in the Company;
• in the case of independent directors, when an event unexpectedly arises that prevents them, pursuant to the law, from continuing in their positions;
• when they are subject to any legally established incompatibility or prohibition;
• when the Board requests it with a member majority of at least twothirds:
  • when, having breached their obligations as directors, they are seriously reprimanded by the Board, prior proposal or report of the Nomination and Compensation Committee; or
  • when their continuance on the Board puts the interests of the Company at risk;
• when their continuance on the Board puts the interests of the

Company at risk.

• when they no longer have the honour, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance arises in the event the director is being investigated, indicted or tried in criminal proceedings for any offence and it is as such acknowledged by the Board of Directors, prior report of the Nomination and Compensation Committee, according to the social interest.
• C.1.22 Section eliminated.
• C.1.23 Are qualified majorities, different from the statutory majorities, required to adopt any type of decision?

Yes □ No ☒

If so, describe the differences.

Description of the differences

C.1.24 Explain whether or not there are specific requirements, other than the requirements relating to directors, to be appointed chairman of the board of directors.

Yes ☒ No □

Neither the By-laws nor the Regulations of the Board of Directors establishes specific requirements different from those relating to directors being appointed as Chairman of the Board of Directors. However, in accordance with the provisions in the Board of Directors Selection Policy, it must ensure the capacity of candidates, standing for the position of Chairman 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.1.25 State whether or not the chair has a tie-breaking vote:

Yes ☒ No □

Pursuant to the provisions under Article 36 of the Regulations of the Board of Directors, in the event of a tie break in the voting of any matter on the agenda of the Board of Directors' meetings, the Chairman shall have the casting vote.

C.1.26 State whether or not the by-laws or the regulations of the board set forth any age limit for directors:

No ☒

Age limit for the Chairman □

Age limit for the CEO □ Age limit for directors □

C.1.27 State whether or not the by-laws or the regulations of the Board establish any limit on the term of office for independent directors that is different than the term provided for by regulatory provisions:

Yes ☒ No □

Maximum number of terms	8

C.1.28 State whether or not the by-laws or the regulations of the Board establish any specific rules for proxy-voting 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 the provisions under Article 36 of the Regulations of the Board of Directors, in the event that the directors cannot attend sessions of Board of Directors in person, they may delegate their vote to another director, together with the instructions deemed appropriate.

In this respect, such representation shall be specially granted for each session through any of the means envisaged for the calling of meetings of the Board of Directors and the Chairman shall decide, where doubt exists, on the validity of the proxies granted by directors who do not attend the session.

Finally, non-executive directors shall only delegate their representation to another non-executive director.

C.1.29 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	8
Number of meetings of the board at which the	0
Chairman was not in attendance

If the Chairman is an executive director, state the number of meetings held without his or her presence in person or by proxy of any executive director and chaired by the coordinating director

0 Number of meetings
-------------------------

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	7
Number of meetings of the Nomination and Compensation Committee	4
Number of meetings of the Appointments Committee	N/A
Number of meetings of the Remuneration Committee	N/A
Number of meetings of the Committee	N/A

C.1.30 State the number of meetings that the board of directors has held during the financial year with the attendance of all of its members. Proxies granted with specific instructions shall be counted as attendance:

Number of meetings attended by all of the directors	5
% in attendance of total votes during the financial	96.87%
year

C.1.31 State whether or not the annual individual accounts and the annual consolidated accounts that are submitted to the board for approval are previously certified:

$$\mathbf{\color{red}{Yes}}\Box\qquad\qquad\qquad\mathbf{\color{red}{No}\boxtimes}$$

Identify, if applicable, the person/persons that has/have certified the annual individual and consolidated accounts of the company for preparation by the board:

Name	Posit ion

C.1.32 Explain the mechanisms, if any, adopted by the board of directors to avoid any qualifications in the audit report on the annual individual and consolidated accounts prepared by the board of directors and submitted to the shareholders at the general shareholders' meeting.

In accordance with the provisions under Article 15 and 40 of the Regulations of the Board of Directors of the Company, the Board of Directors shall seek to definitively prepare the financial statements in such a way that there is no qualification or reservation whatsoever by the auditors. However, when the Board of Directors considers that its criteria should be maintained, the Chairman of the Audit Committee shall explain to the shareholders the content and scope of said qualifications or reservations at the corresponding General Shareholders' Meeting where the financial statements are submitted for approval.

Furthermore, among the duties of the Audit Committee of the Company that

are set out in Article 40 of the Regulation of the Board of Directors, is 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 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 reservations in the annual audit reports.

Furthermore, the Audit Committee has to hold meetings with the external auditor without the presence of the finance department to ensure the auditing process of the individual and consolidated financial statements is correctly undertaken.

C.1.33 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	Representati ve
Mr. David Vázquez Pascual	N/A

• C.1.34 Section eliminated.
• C.1.35 State the specific mechanisms, if any, established by the company to preserve the independence of external auditors, financial analysts, investment banks, and of rating agencies.

Gestamp has established diverse mechanisms aimed at preserving the necessary independence as regards the auditing of the financial statements. 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 and risk management, and with the majority of independent directors –including the Chairman–), which consists of monitoring the independence of the auditor and, particularly, of receiving information on matters that could put such audit at risk.

For such purpose, Article 40 of the Regulation of the Board of Directors of Gestamp establishes that the Audit Committee is entrusted with the following duties:

• Submitting proposals on the selection, appointment, re-election and replacement of the auditor.
• Receiving information and studying issues that may put the independence of the auditor at risk.
• Issuing once a year, prior to issuance of the auditor's report, a report expressing an opinion about the independence of the auditor of the financial statements. It must also expressly discuss the additional services provided by the auditor.

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 Regulation of Board of Directors:

• The Boards relationship with the auditor of the Company's financial statements and of the group's consolidated statements, shall be channelled through the Audit Committee.
• To prevent the work-related remuneration of external auditors from compromising their quality and independence, the Board of Directors shall not propose the hiring of auditing firms when the fees envisaged (for all concepts) exceed ten per cent of the revenue of said firm in Spain in the previous financial year.
• The Board of Directors shall seek to shall seek to definitively prepare the financial statements without qualifications or reservations of the auditor; however, when the Board of Directors considers that its criteria should be maintained, the Chairman of the Audit Committee shall explain to the shareholders the content and scope of such qualifications or reservations at the corresponding General Shareholders' Meeting where the financial statements are submitted for approval.
• The plenary session of the Board of Directors shall hold a meeting once a year with the auditor of the financial statements, in which the auditor shall report on the work undertaken, the evolution of the accounting situation and the risks to the Company.

As regards the mechanisms established to preserve the independence of financial analysts, investment banks, and rating agencies, Articles 13 and 14 of the Regulations of the Board of Directors of Gestamp govern relationships with shareholders and markets, respectively.

Furthermore, Gestamp has established an area of Investor Relations through which consultations with and recommendations from analysts and investors, rating agencies, bondholders, as well as those relating to socially responsible investors (SRI). are undertaken. A telephone number and email address have been set up for such purpose.

C.1.36 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

If there has been any disagreement with the outgoing auditor, provide an

explanation:

Yes □ No □

Description of the disagreement

C.1.37 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:

	Company Name	Group	Total
Amount of other non-audit	0	712	712
work (thousands of euros)
Amount of non-audit work /	0	13.41%	13.41%
Aggregate amount invoiced by
the audit firm (%)

C.1.38 State whether the audit report on the financial statements for the prior financial year has observations or qualifications. If so, state the reasons given by the Chairman of the audit committee to explain the content and scope of such observations or qualifications.

Yes □	No ☒
-------	------	--

Explanation of reasons

C.1.39 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:

		Company Name	Group
Number of continuous financial years	19		16
		Company Name	Group

C.1.40 State whether or not there is any procedure for directors to hire external advisory services, and if so, describe it:

Article 28 of the Regulations of the Board of Directors grants all directors the power to request the services, paid for by the Company, of legal or accountingfinancial advisors or any other expert for the purpose of assisting them in undertaking their duties, provided the assignment entails matters of certain importance or complexity.

For that purpose, the directors shall send their request to the Secretary of the Board, who shall subject it to the prior authorisation of the Board of Directors, which may grant it if it is deemed: necessary for the undertaking of the duties of the directors; and that the specialist assistance requested cannot be undertaken by internal advisors.

C.1.41 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 □

As set out in Article 36 of the Regulations of the Board of Directors, the calling of ordinary sessions of the Board of Directors shall be undertaken at least five (5) days 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.

Furthermore, Article 22 of the Regulation 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 this respect, pursuant to the provisions under Articles 30 and 40 of the Regulations of the Board of Directors, the person in charge of channelling the flow of information is the Chairman of the Board of Directors, in collaboration with the secretary. As such, they shall ensure that the directors receive in good time all of the information necessary to deliberate on the points on the agenda of the meetings of the Board of Directors.

Without prejudice to the foregoing provisions relating to the preparation of the sessions of the Board of Directors, Article 27 of the Regulations of the Board of Directors grants directors the power to study the documentation deemed necessary, contact the persons in charge of the departments affected and to visit the corresponding facilities. For that purpose, the request shall be 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.1.42 State whether or not the company has established any rules requiring directors to inform the company —and, if applicable, resign from their position— in cases in which the credit and reputation of the company may be damaged:

Yes ☒ No □

Explain the rules

Pursuant to the provisions under Article 22 of the Regulations of the Board of Directors, among the duties of directors, is the duty to notify the Company of any type of judicial or administrative claim, or any other, in which they are involved that, due to its importance, could have a serious impact on the reputation of the Company. In particular, all directors shall inform the Company if the they are being investigated, indicted or tried in criminal proceedings for any offence and if any significant events relating to said proceedings occur.

Furthermore, Article 20 of the Regulation of the Board of Directors establishes the obligation of directors to relinquish their position and to formalise, if applicable, the corresponding resignation, when they no longer have the honour, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance arises in the event the director is being investigated, indicted or tried in criminal proceedings for any offence and it is as such acknowledged by the Board of Directors, prior report of the Nomination and Compensation Committee, according to the social interest.

C.1.43 State whether or not any director of the Board of Directors has notified the company that he or she has been indicted or tried in proceedings for any of the offences provided for under Article 213 of the Companies Act:

Yes □ No ☒

Name of director	Criminal case	Observations

State whether or not the board of directors has analysed the case. If so, provide a duly substantiated explanation of the decision adopted regarding whether or not the director should remain in office or, if applicable, describe the actions taken by the board of directors up to the date of this report or that it plans to take.

Yes □ No □

explanation

• C.1.44 Describe the significant agreements entered into by the company that go into effect, are amended, or terminate in the event of a change in control at the company as a result of a takeover bid, and effects thereof. No significant agreements have been made or entered into by the company that go into effect, are amended or terminate in the event of a change in the control of the Company as a result of a takeover bid.
• C.1.45 Identify on an aggregate basis and provide a detailed description of the agreements between the company and its management level and decisionmaking positions or employees that provide for indemnities, 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: 4 Type of beneficiary: Senior Management Description of agreement:

Firstly, one member of the Senior Management is the beneficiary of a 12 month notice period in the event the Company terminates the working relationship or, alternatively, severance pay equivalent to the sum of remuneration corresponding to one year's fixed and variable salary, which was in effect on the date of termination.

Secondly, one member of the Senior Management is the beneficiary of a gross severance equivalent to 12 months of the fixed and variable remuneration that was in effect on the date of termination, when it arose through a unilateral decision of the Company.

Aditionally, two members of the Senior Management are the beneficiaries of a gross severance equivalent to two (2) years of the fixed and variable remuneration that was in effect on the date of termination, when it arose through a unilateral decision of the Company.

State whether or not such agreements have to be reported to and/or approved by the decision-making bodies of the company or its group:

	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

C.2 Committees of the board of directors

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	Posit ion	Category

% of Executive Directors
% of Proprietary Directors
% of Independent Directors
% of other External Directors

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

State whether or not the composition of the executive or delegate committee reflects the participation of the different directors within the board based on their class:

Yes □ No □

If no, explain the composition of your executive or delegate committee

AUDIT COMMITTEE

Name	Posit ion	Category
Mr. Javier Rodríguez	Chairman	Independent
Pellitero
Mr. Juan María Riberas	Member	Proprietary
Mera
Ms. Ana García Fau	Member	Independent

% of Proprietary Directors	33.33%
% of Independent Directors	66.67%
% of other External Directors

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

The procedures and rules of organisation and functioning of the Audit

Committee are outlined in Article 39 of the Regulations of the Board of Directors. Furthermore, Article 40 of the Regulations of the Board of Directors, regulates the duties of the Audit Committee. For further information, see note included in Section H.

In relation to the activities carried out by the Audit Committee in financial year 2017, an activity report was drawn up 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 there is a General Shareholders' Meeting held. The activities undertaken by the Committee in the 2017 financial year include, among others, the revision of the financial information of the Company, as well as the approval of the Parent Company within the scope of the Internal Financial Reporting Control System (SCIIF in Spanish), the proposal –for its approval by the Board of Directors– of the Comprehensive Risk Management System Policy, the creation of the Company's Internal Audit Function, the approval of the Internal Audit Plan and the budget for the 2018 financial year and the review of the Risk Map.

Identify the director who is a member of the audit committee and who has been appointed taking into account the director's knowledge and experience in the areas of accounting, auditing, or both, and report the number of years that the Chairman of this committee has held office.

Name of director with experience	Ms. Ana García Fau
Number of years the Chairman has held the position	0

Name	Posit ion	Category
Mr. Alberto Rodríguez	Chairman	Independent
Fraile Díaz
Mr. Noboru Katsu	Member	Proprietary
Mr. Gonzalo Urquijo	Member	Other external
Fernández de Araoz		directors
Mr. Pedro Sainz de	Member	Independent
Baranda

NOMINATION AND COMPENSATION COMMITTEE

% of Proprietary Directors	25%
% of Independent Directors	50%
% of other External Directors	25%

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

The procedures and rules of organisation and functioning of the Nomination and Compensation Committee are outlined in article 39 of the Regulations of the Board of Directors. Meanwhile, article 41 of the Regulations of the Board of Directors, regulates the responsibilities of the Nomination and Compensation Committee. For further information, see note included in Section H.

In relation to the activities carried out by the Nomination and Compensation Committee in financial year 2017, an activity report was drawn up 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 there is a General Shareholders' Meeting held. Among other information, the activities report for the 2017 financial year includes the proposal, for approval by the Board of Directors, of the Board of Directors Selection Policy and the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors; or the proposal to appoint Mr. Alberto Rodríguez-Fraile Díaz as Coordinating Director of the Company.

APPOINTMENTS COMMITTEE

Name	Posit ion	Category

% of Proprietary Directors
% of Independent Directors
% of other External Directors

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

REMUNERATION COMMITTEE

Name	Posit ion	Category

% of Proprietary Directors
% of Independent Directors

|--|

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

COMMITTEE

Name	Positio n	Category

% of Executive Directors
% of Proprietary Directors
% of Independent Directors
% of other External Directors

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

C.2.2 Complete the following table with information on the number of female directors in the committees of the board of directors at the end of the last four financial years:

	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%)	N/A	N/A	N/A
Nomination and Compensation Committee	0 (0%)	N/A	N/A	N/A
appointments committee	0	0	0	0
remunerati on	0	0	0	0

committee
committee	0	0	0	0

C.2.3 Section eliminated.

• C.2.4 Section eliminated.
• C.2.5 State, if applicable, the existence of regulations of the board committees, where such regulations can be consulted, and the amendments made during the financial year. Also state in any annual report of the activities performed by each committee has been voluntarily prepared.

The Regulations of the Board of Directors thoroughly regulates the rules of composition and functioning, as well as the responsibilities of the Audit Committee and the Nomination and Compensation Committee, in accordance with the applicable legislation in force and the good governance practices of listed companies.

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.

Given that the Regulations of the Board of Directors have been approved recently, including all of the requirements laid down by the legislation in force and the Recommendations of Good Governance (excluding that outlined in section G of this report), so far there has been no need to amend its text.

The current Regulations of the Board of Directors may be consulted on the company's website (www.gestamp.com) in the sections "Investors and Shareholders", "Corporate Governance", "Board of Directors" and "Regulations of the Board".

Likewise, the Regulations of the Board of Directors are registered, and therefore available to interested party, in the National Securities Market Commission, and in the Trade Registry of Biscay.

The activities reports are drawn up by the respective Committees and approved by the Board of Directors to be made available to shareholders at the Annual General Shareholders' Meeting, in accordance with the provisions contained in article 39 of the Regulations of the Board of Directors.

C.2.6 Section eliminated.

RELATED-PARTY TRANSACTIONS AND INTRAGROUP TRANSACTIONS D

D.1 Explain, where applicable, the procedure for approving related-party and intragroup transactions.

Procedure for communicating the approval of related-parted transactions

Article 8 of the Regulations of the Board of Directors assigns the Company's Board of Directors, among other duties, the responsibility of approving transactions that the Company, or companies belonging to the Group, performs with Directors, major shareholders or shareholders represented in the Board of Directors of the Company or of other companies belonging to the Group, or with persons related to them, following 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.

Likewise, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. (company in which Acek Desarrollo y Gestión Industrial, S.L. has a 65% stake in the share capital) 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 regulates the relations between the Company, its subsidiaries, and its related parties, particularly the group of companies led by parent company Acek Desarrollo y Gestión Industrial, S.L., as well as the group of companies led by parent company Gonvarri Corporación Financiera, S.L. In this regard, the protocol defines the principles that all related-party transactions must follow, as well as the approval procedure for these transactions, which is the same as that set out in Article 529 ter of the Companies Act.

D.2 Describe the significant transactions in terms of amount or subject matter made between the company or entities belonging to its group, and the company's major shareholders:

Individual or company name of significant shareholder	Individual or company name of the company or entity within its group	Nature of the relationsh ip	Type of transact ion	Amount (thousands of euros)
Acek Desarrollo y Gestión Industrial, S.L.	Acek Desarrollo y Gestión Industrial, S.L.	Contractual	Reception of services	4,890
Acek Desarrollo y Gestión Industrial, S.L.	Grupo Holding Gomvarri, S.L.	Contractual	Purchase of goods finished or unfinished	1,127,844
Acek Desarrollo y Gestión Industrial, S.L.	Grupo Holding Gonvarri, S.L.	Contractual	Sale of goods finished or unfinished	43,097
Acek Desarrollo y Gestión Industrial, S.L.	Grupo Holding Gonvarri, S.L.	Contractual	Reception of services	17,398
Acek Desarrollo y Gestión Industrial, S.L.	Grupo Sideacero, S.L.	Contractual	Sale of goods finished or unfinished	189,269
Acek Desarrollo y Gestión Industrial, S.L.	Inmobiliaria Acek, S.L.	Contractual	Reception of services	2,043
Acek Desarrollo y Gestión Industrial, S.L.	Air Executive, S.L.	Contractual	Reception of services	1,275
	Acek Desarrollo Acek Desarrollo Contractual		Accrued	1,244

y Gestión	y Gestión		interests and
Industrial, S.L.	Industrial, S.L.		not paid
Acek Desarrollo	JSC Karelsky	Contractual	Accrued	1,673
y Gestión	Okatysh		interests and
Industrial, S.L.			not paid

D.3 Describe the insignificant transactions in terms of amount or subject matter made between the company or entities belonging to its group, and the company's directors or officers:

Individual or company name of the directors or officers	Individual or company name of related party	Relation	Nature of the transactio n	Amount (thousands of euros)
Mr. Francisco López Peña	N/A	Loan	Financing agreements: loan	3,000

D.4 Report on the significant transactions made by the company with other entities belonging to the same group, provided they are not eliminated in the preparation of the consolidated financial statements and they are not part of the ordinary course of business of the company insofar as their purpose and conditions are concerned.

In any case, report any intragroup transaction made with entities established in countries or territories considered to be tax havens:

Name of entity within	Brief description of	Amount
the group	transaction	(thousands of
		euros)

• D.5 State the amount of transactions made with other related parties.
• 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, officers, or significant shareholders.

Article 22 of the Regulation 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.

Furthermore, Articles 24, 25 and 26 of the Regulations the Board of Directors govern the duties of the directors as regards non-competence, the use of non-public information and of company assets and the benefitting 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 By-laws or in the Regulations of the Board of Directors of the Company.

D.7 Is more than one company of the group listed in Spain?

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Identify the subsidiaries listed in Spain:

Listed subsidiaries

State whether they have publicly and accurately defined their respective areas of activity and any business dealings between them, as well as between the listed subsidiary and other group companies.

Yes □ No □

Describe the possible business relationships between the parent company and the listed subsidiary, and between the subsidiary and the other companies within the group

Identify the mechanisms established to resolve possible conflicts of interest between the listed subsidiary and the other companies with the group:

Mechanisms to resolve possible conflicts of interests

RISK CONTROL AND MANAGEMENT SYSTEMS E

E.1 Explain the scope of the company's Risk Management System, including the system for managing tax risks.

The Group carries out its activities in many countries and regulatory, political and socio-economic environments, whereby it is exposed to different types of risks (strategic, operational, financial, compliance and reporting) that can affect its performance and which, consequently, should be mitigated in the most effective way possible, with the aim of facilitating fulfilment of strategies and set targets,

In this regard, the Group has a Comprehensive Risk Management System (SIGR in Spanish) that identifies, monitors and responds to the different types of financial and non-financial risks to which it is exposed, including within the category of financial or economic risks, those related to tax, contingent liabilities and other off-balance risks.

The SIGR 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 targets, providing shareholders, other stakeholders and the general market with an adequate level of guarantee that protects generated value.

This SIGR, which the Group continued to develop and evolve in 2017, is based on the COSO ERM model (a systematic and detailed approach that helps identify occurrences, evaluate, prioritise and respond to risks related to achieving business objectives), in the good practices referred to in the Code of Good of Good Governance for Listed Companies in the Technical Guide 3/2017 on Audit Committees of Public Interest Entities.

In order to facilitate and promote effective, integral and uniform management, the Group has defined the Comprehensive Risk Management System Policy (hereinafter: "SIGR 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 SIGR Policy, approved by the Board of Directors on 14 December 2017, covers the organisation, procedures and resources available to the Group to reasonably and effectively manage the risks to which it is exposed, thus making risk management and 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 identifies diverse risk categories, details the basic principles and guidelines for action that must be observed in risk management and control, specifies the bodies in charge of ensuring that the internal control and risk management systems function properly, defines their roles and responsibilities and the level of risk deemed acceptable.

The Group continuously tracks and monitors its most significant risks. For this purpose, it uses a Risk Map, which is set as a key element of the SIGR, providing an overall picture of the relevant risks of the organisation based on uniform criteria, thus facilitating early identification of any events that could generate them and enabling anticipatory action aimed at avoiding or, in the event of occurrence, minimising them. During the 2017 financial year, the Group updated its Corporate Risk Map in order to ensure that it responds to the Company's current situation and indeed represents a management tool that enables decisions to be made in an effective, informed manner.

E.2 Identify the decision-making bodies of the company responsible for preparing and implementing the Risk Management System, including the system for managing tax risks.

Although the Comprehensive Risk Management System is a process that affects and involves all the Group's personnel, those entrusted with safeguarding its smooth running and its functions are the following:

The Board of Directors.

It is responsible for approving the SIGR Policy and the levels of risk appetite, as well as periodically monitoring the internal information and risk control systems in order to make sure that they are in line with the Group's strategy. The Audit Committee.

It is responsible for periodically supervising and reviewing the internal control and risk management systems, so that the main risks are adequately identified, managed and reported, receiving support in this task from the Internal Audit and Risk Management Department.

The Risk Committees.

It is responsible for supporting the Board of Directors and the Audit Committee in their functions in relation with the control and management of risk. They are responsible for ensuring the proper functioning of the SIGR, as well as identifying, quantifying and managing the most significant risks that have an impact on their respective areas and the Group, ensuring that they are aligned with the established risk appetite.

Specific Risk Officers.

Their key responsibilities involve identifying and monitoring risks, reviewing the effectiveness of controls, overseeing action plans and collaborating on risks assessment and update.

The Internal Audit and Risk Management Department.

It holds the following basic responsibilities linked to the SIGR: to support the Audit Committee; coordinate risk identification and assessment processes by preparing and updating Risk Maps; and coordination with the Risk Committees and with the specific risk officers in charge of the risk measurement processes, controls, action plans and the necessary procedures to mitigate them.

Within the organisational structure, it reports directly to the Audit Committee, which guarantees autonomy and independence in its functions and in the responsible supervision of the risk control and management system.

E.3 Point out the key risks, including those of a tax nature, that could affect the achievement of business goals.

The Group defines a risk as any internal or external contingency that if materialised, would prevent or hinder the achievement of targets set by the organisation; to this end, it believes that a risk arises as a result of lost opportunities and/or strengths, as well as due to the emergence of a threat and/or reinforced weakness.

In this regard, the organisation is exposed to various risks inherent to different countries and markets in which it operates, which could stand in the way of it achieving its targets and successfully implementing its strategies. The Group has an SIGR and Risk Map, updated in 2017, which is used as a management tool to help the organisation identify and contextualise the risks that could have an adverse effect on corporate targets, and promotes and facilitates decision-making regarding actions required for mitigation.

Executive directors, representatives from all Divisions, Business Units and Corporate Departments within the Group took part in the process to identify and assess the risks that affect the entire Group. This process took into account the following risk factors, for which the Group has put in place monitoring and response plans and measures:

• Operational Risks. Those related with potential losses or a reduction in activity due to inadequacies or failures in operations, systems, resources or processes.
  • o Occupational health and safety risk, in view of the characteristics of activities performed in our plants.
  • o Cessation of client activity due to various internal or external factors including:
    • Supply problems of our suppliers.
    • Internal business conflicts.
    • Prolonged breakdown of machinery, tools or plants.
    • Technological risks: we work on the strength of the Security,

protecting the assets and systems of the Company from potential cyber-attacks.

• Serious accidents.
• Other sudden factors (meteorological disasters, earthquakes, floods, etc.).
• o Incidents linked to the quality of our products, with potential repercussions on cost and reputation.
• o Difficulties in hiring or replacing key staff, which is defined as executive staff in strategic positions, as well as highly qualified staff that are a valuable asset to the company.
• o Environmental risks: as an integral part of the automotive sector, we believe that our environmental impact must be analysed from the perspective of a vehicle's life-cycle beyond the direct impact generated purely in the manufacturing process.
• Strategic Risks. Those that may arise as a consequence of choosing a specific strategy, as well as those of an external or internal nature that may significantly affect the attainment of objectives, the reputation and/or vision of the Group in the long term. These include:
  • o Variances in the profitability of projects that could potentially occur during the launch of new projects as well as during the last phase of production.
  • o Political and economic instability in the different countries where the Group operates.
• Reporting Risks. Those related with the reliability in the preparation, collection and presentation of financial and non-financial information, both internal as well as external, relevant to the Group.
• Compliance Risks. Those related with the strict observance of legislation and regulations (external and internal), including tax-related, that affects the Group in the different markets and geographical areas in which it operates.

This category also includes those derived from potential legislative and regulatory changes, and the organisation's capacity to anticipate and ability to react such.

• Financial Risks. These include market risks, as well as contingent liabilities and other off-balance risks. The main risks in this scope to which the Group is exposed are:
  • o Fluctuating exchange rates affecting our operations in an international context.
  • o Fluctuating interest rates.
  • o Fluctuation of the price of raw materials, which may represent a significant part of the cost of our product.
• E.4 Identify whether the entity has a risk tolerance level, including one for tax risk.

Risk is an inherent feature of any business and opportunity that can be reduced, but

never fully eliminated: eliminating the risk also excludes the opportunity to generate value. 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, sustainability and risk.

In this regard, the level of risk tolerance, including tax risks, is defined at corporate level and developed in the SIGR Policy, approved by the Company's Board of Directors. The basic aim is to ensure that all risks that jeopardise compliance with the Group's strategies and targets are kept at a low-acceptable risk level.

The risk assessment scales (probability and impact) are updated at least once a year in order to adapt to the strategy and the changes within our business. These assessment scales cover the different strands of risk impact (financial, operational, regulatory framework and reputation) and entail suitable levels that allow for a standardised risk assessment. These scales are the basis for defining the Group's risk tolerance level.

E.5 State what risks, including tax risks, have materialised during the financial year.

The SIGR, along with the policies and risk control and management systems it develops, takes effective and anticipatory action on the risks inherent to the Group's activity materialised and draws up the relevant action plans.

E.6 Explain the plans for responding to and supervising the entity's main risks, including those of a tax nature.

The Group has defined an SIGR that entails organisation, procedures and resources, making it possible to identify, measure, assess, prioritise, and respond to risks to which the organisation is exposed. In this regard, two risk response levels can be determined: global mechanisms that respond to corporate risk management and other individual mechanisms that respond to each specific risk.

The global response mechanisms are defined and detailed in the SIGR Policy and, as stated in point E.2 of this section, are (brief outline):

• The Specific Risk Officers are responsible for identifying and monitoring the risks that jeopardise compliance with their aims.
• The Risk Committees, which ensure that the risks remain aligned with the established level of risk appetite, and report to the Audit Committee.
• The Board of Directors and Audit Committee in approving, monitoring and following up on the SIGR.
• The Internal Audit and Risk Management Department, which supports the Audit Commission and coordinates the risk identification and assessment processes, as well as the Risk Committees.

In terms of individual risk, the response plans are in line with the characteristics of each specific risk. The Group has individual control, management and monitoring mechanisms implemented at operational level, which work continuously throughout the day, are carried out by each and every member within the organisation, are integrated within the company's systems and processes, and make sure that operational activities carried out are ultimately aligned with the Group's aims and targets.

The Group currently has various units or departments that analyse, continuously monitor and provide response in various areas specialised in risk management, including: Internal control over financial reporting; Regulatory compliance; Corporate social responsibility; Quality; Operational control; Corporate security; Reporting systems risks; Occupational and environmental risk prevention, Tax risks and Insurance. These units and departments are integrated into the Group's SIGR.

INTERNAL RISK CONTROL AND MANAGEMENT SYSTEMS IN CONNECTION WITH THE PROCESS OF ISSUING FINANCIAL INFORMATION (ICFRS)

Describe the mechanisms making up the risk control and management systems with respect to the process of issuing the entity's financial information (ICFRS).

F.1 Control environment at the entity

F

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). The Regulations governing Gestamp's Board of Directors, approved on 3 March 2017, establish in Article 8, section 3.a), as one of the non-delegable competences of this governing body, the approval of the "control and risk management policy, including fiscal risks, as well as regarding the regular monitoring of the internal information and control systems."

In addition, the Company has developed a Policy regarding the Internal Control over Financial Reporting System, in which the managerial responsibilities and the general outline of each component of the ICFRS are assigned (control environment, risk assessment, control activities, reporting and communication and oversight);

The ICFRS Policy, formally approved by the Board of Directors of Gestamp on 3 March 2017, sets forth that the Group's Financial Management (through the Internal Control Function) is responsible for the design, implementation and operation of the ICFRS, promoting the importance of internal control.

Finally, oversight of the ICFRS is the responsibility of the Audit Committee. Article 40, section 6.b) of the Regulations of the Board of Directors sets forth that the Audit Committee has, among others, the competences of "overseeing the preparation process, integrity and presenting regulated financial reports on the Company, ensuring regulatory requirements are met and accounting criteria are correctly applied" and also "periodically reviewing the internal control and risk management systems, including fiscal risks, so that the main risks can be adequately identified, managed and reported". To do so, the Audit Committee relies on the Internal Audit Function which, in accordance with the Charter approved by the Audit Committee on 13 November 2017 and, in accordance with its annual audit plan approved by said Committee, must provide support in order to oversee the effectiveness of the ICFRS.

• F.1.2 Whether any of the following are in place, particularly as regards the financial information preparation process:
  • Departments and/or mechanisms in charge of: (i) the design and revision of the organisational structure; (ii) clearly defining the lines of responsibility and authority, with an appropriate distribution of work and duties; and (iii) ensuring that there are sufficient procedures for the proper dissemination thereof at the entity.

The Group's Human Resources Department, alongside the Group's Organisation Department and the President are the bodies in charge of defining and modifying the organisational structure of the Group at a high level. 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 Department in order to be validated and registered in the Human Resources Corporate System, the organisational management module SAP HCM. This corporate tool is currently being used in all countries where the Group actively operates, with the exception of France, which is currently in the implementation phase.

Any change in said structures is reflected in organisation charts published on the Gestamp intranet. These organisation charts graphically represent the relationships between the different Group departments.

For each role defined in the organisational chart, the corporate Human Resources Department has descriptions of high level roles called "jobs" which include the managers involved in the process of drawing up the financial reports. In addition, for 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.

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.

The Group has a Code of Conduct approved by the Chairman of Gestamp on 1 December 2011 and ratified by the Board of Directors on 22 January 2014.

The Code of Conduct sets out the standards of ethical conduct that the Group demands from all of its employees and it is available on the Group's website, where any user can download it.

After its launch, the Group presented the Code of Conduct to the Group employees, who were also asked to confirm receipt of the Code of Conduct online. At present, the Code of Conduct is included in the induction plan given to every new employee and adherence thereto is requested.

Regarding training, all Group employees 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:

• Online training (through the Gestamp Corporate University). When a new employee joins the Group, they automatically receive a notification to their email address inviting them to take the training on the Code of Conduct (available in all of the Group's languages), also receiving a copy of the Code of Conduct in electronic format. Moreover, this training course is permanently available and, therefore, it can be seen if any questions arise after the initial training.
• Face-to-face training. For cases where the employee does not have access to a device that allows them to carry out training online. The same documentation as that available in the online training programme is included in the induction plan for people who carry out this type of training.

In either of the two cases, the Group requests acknowledgment from the employee that they have carried out the training on the Code of Conduct; with regards to faceto-face training, this documentation will consist of physical acknowledgment 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, and on an annual basis, an external company will perform an audit to check, by interviewing a representative percentage of the staff at each company, their knowledge of the Code of Conduct. The questions include the existence of the Code of Conduct, its accessibility, if it is effective, etc. According to the results, the managers of the Human Resources Department identify whether it is necessary to implement a plan of action in relation to the Code of Conduct.

With regards to financial reporting, the Code includes a section on "Information management" which explicitly indicates that the honest, accurate and objective collection and presentation of information, whether financial or any other kind, is essential for Gestamp. Therefore:

• Employees must not falsify any kind of information, whether financial or any other kind.
• Employees must not deliberately enter any false or misleading data into any report, record, file or expenses claims.
• Employees must not accept contractual obligations on behalf of Gestamp that exceed the authority the company has given them.
• Employees must fully cooperate with auditors, ensuring the accuracy of the information provided.
• Reporting 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.

The body in charge of reviewing breaches of the Code of Conduct and of proposing corrective actions and penalties is the Ethics Committee.

The Group has two channels of communication for employee complaints and accusations.

On the one hand, there is the usual channel with the Human Resource managers by means of which employees can present their complaints and accusations. Each month, the Human Resource managers inform the person in charge of managing complaints at corporate level of the complaints among staff (Compliance Office). This person is part of the Group's Human Resources Department.

On the other hand, there is a reporting channel for complaints which can be used by Group staff, as well as by third parties, such as clients or suppliers, which offers increased confidentiality for the whistle-blower, distinguishing between:

• Internal channel: email address to a generic inbox that goes directly to the person in charge of managing complaints at corporate level (Compliance Office).
• External channel: a complaints channel has been available since December 2016 which is managed by an external company (SpeakUp Line), thus increasing the whistle-blower's trust and confidence with regards to confidentiality. Communication may take place via telephone, web form or email. It is available in 24/7 in over 200 languages. Communications are sent to the Compliance Office.

Both channels are available both on the Gestamp intranet and on the website.

The Group has an Ethics Committee that will ultimately study the complaints and claims received. The operation and regulation of said committee is contained in the Ethics Committee Regulations. Said Committee is made up of senior executives and an external advisor, holding ordinary biannual meetings which are documented in the minutes. The Ethics Committee Regulations set forth that said Committee directly reports to the Board of Directors.

The Ethics Committee Regulations also establish the indemnity of people who report acts in good faith and, in turn, safeguards the honour and presumed innocence of any employee amid malicious or unfounded reports.

In 2017, 121 reports were received, 117 of which were complaints regarding potential breaches and 4 were queries and suggestions. 19 complaints were received through the Representatives, 41 directly through the Compliance Office by email and 57 through Speak Up Line. None of these were related to the ICFRS.

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.

At the beginning of each financial year, the Training and Development Department pertaining to the Group's Human Resources Department draws up a training plan, together with each area including those that are part of the Finance Department. This plan includes the different external and internal training activities aimed at both members of the areas within the Group's Finance Department and also managers of the finance areas in each of the Group's countries and organisational units.

This plan covers both training activities in a business context and also specific programmes.

Business context training

Aimed at gaining further internal knowledge on each business activity and also on the different departments, with their respective activities, roles and responsibilities within the Group.

These activities include the corporate induction plan, training programmes

relating to Gestamp clients, products and technology, and training activities regarding the Group's internal processes and management systems.

Specific training

The Gestamp personnel involved in the processes related to drawing up the financial reports take part in training and update programmes on regulatory developments regarding the preparation and oversight of financial reporting, and also regarding the system implemented for internal control over financial reporting.

Furthermore, the Group's Economic-Finance Department implements specific training activities aimed at personnel in finance areas and other related areas of the Group in order to communicate, train or update any subject areas which, from an accounting and financial perspective, are relevant for preparing the financial reports.

Moreover, in a complementary manner, specific courses are provided by internal and external personnel on operation and functioning of the financial IT applications used for drawing up financial reports.

In February 2017, under the supervision of the Group's Finance Director and with the active participation of Group experts in the field of finance, internal control and risk management, the Gestamp Corporate University, belonging to the Human Resources Department, created the Financial Academy, the aim of which is to guarantee that all members of Gestamp know and understand the financial implications of their work, organising the Group's economic, financial and internal control knowledge under one training category and rolling out training sessions adapted to the degree of responsibility that each member of Gestamp has regarding the preparation and review of financial information.

To this end, in financial year 2017, work commenced with regards to establishing the training paths for four major areas of knowledge:

• Short-term finances.
• Management Control.
• Project analysis.
• ICFRS and Internal Control.

Therefore, in financial year 2017, there was a total of 5,567 hours of specific training and 232 training events given in which approximately 600 employees took part from the 21 countries where Gestamp operates. These training activities consist of regular training and update programmes for personnel involved in the preparation and oversight process with regards to financial reporting, and also in the evaluation of the ICFRS, covering accounting standards, auditing, internal control, and risk management, among other areas of knowledge.

F.2 Risk assessment of financial information

Indicate at least the following:

• F.2.1. What are the main features of the risk identification process, including the process of identifying the risks of error or fraud, with regards to:
  • Whether the process exists and is documented.

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 regards to the reliability of the regulated financial information.

The Group has a Policy regarding the Internal Control over the Financial Reporting System, approved by the Board of Directors on 3 March 2017 which includes, among other aspects, the general description of the system and its objectives, roles and responsibilities, the method for implementing the system for internal control over financial reporting and also the process to identify error or fraud risks in financial reporting, by defining the scope matrix of the ICFRS.

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.

The Group identified the financial reporting risks by analysing the information contained in the Group's audited consolidated financial statements at 31 December 2016, selecting the most relevant accounts and significant disclosures according to quantitative criteria.

For each of these accounts and significant disclosures, their associated critical processes and subprocesses have been established and the risks that could lead to errors and/or fraud in financial reporting have been identified, covering all of the financial reporting objectives (existence and occurrence; integrity; assessment; presentation and breakdown; and rights and obligations).

As a result of this evaluation, the Group has prepared a scope matrix for the ICFRS, which was approved by the Audit Committee on 24 July 2017. This scope matrix for the ICFRS, which will be updated on an annual basis, after the Consolidated Financial Statements have been prepared aims to identify the accounts and disclosures that have significant risks associated and which have a potential material impact on financial reporting.

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 regards to the scope of consolidation, the Chairman, the CEO, the Group's Legal Director and the Economic-Finance Director hold meetings as the Finance and Tax Committee, where they deal with topics relating to, among others, purchases or withdrawals of companies in which they have interests, as well as possible changes to be made regarding said interests. In the same way, in the event that the company is to be incorporated from the outset, this decision is also reviewed by this Committee.

The information for the incorporation of new companies or the modification of the state of those in existence is initially gathered by the Group's Legal Department, which is in charge of preparing the legal documentation required regarding the incorporation and updating of information on the scope.

Based on the information received by the Finance and Tax Committee, the Function charged with Consolidation in the Group's Economic-Finance Department updates the scope of consolidation on the consolidation application used by the Group. Furthermore, on a quarterly basis, this information is compared with that contained in the consolidation reporting package that each of the Group companies sends to carry out the Group's quarterly consolidation.

Whether 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.

Gestamp's Board of Directors approved the Comprehensive Risk Management System Policy on 14 December 2017, the purpose of which is to establish 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 achievement of objectives are identified, analysed, assessed, managed and controlled systematically, with homogeneous criteria and within the risk levels accepted by Gestamp.

Gestamp's Comprehensive Risk Management System Policy is inspired by the following reference frameworks:

• The COSO ERM model, risk management methodology generally accepted in the market.
• The good practices mentioned in the Good Governance Code of listed companies and the CNMV Technical Guide 3/2017 on Audit Committees of Public Interest Entities.

This Policy, which contains five risk categories: strategic, operational, reporting, compliance and financial, is applicable for 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 generally cover all of those associated with the Group's activities, processes, projects and lines of business in all geographical areas where it conducts business.

What governance body of the entity supervises the process.

Responsibility for the oversight of the effectiveness of the ICFRS and the Comprehensive Risk Management System lie with the Audit Committee through the Internal Audit Function, according to what is set forth in Article 40 of the Regulations governing Gestamp's Board of Directors.

F.3 Control activities

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 that aim to ensure 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 Chairman and Vice-Chairman (and Corporate Finance Director), who shall then proceed to approve them. The annual review and authorisation procedure will conclude with them being submitted to the Audit Committee by the Corporate Finance Director and to the Board of Directors for approval.

In financial year 2017 and, in accordance with the scope matrix of the ICFRS, the Group's Finance Department, (through the Internal Control Function, has started to define the risk and control matrix and to document the processes identified as key and material in all countries where the Group operates. The controls that mitigate the error or fraud risks regarding financial reporting and which affect these processes are identified in said matrix.

These processes/subprocesses cover the different types of transactions which may materially affect the financial statements (purchases, sales, staff costs, etc.), specifically including the closing, reporting and consolidation process, as well as all of those that are impacted by significant judgements, estimates, assessments, and projections.

The documentation in each of the processes comprises:

• Breakdown of accounts and significant disclosures.
• Breakdown of the information systems that impact the subprocesses.
• Breakdown of the internal procedures and standards approved by Management, which regulate these processes/subprocesses.
• Breakdown of the organisational structures.
• Descriptions of each subprocess associated with each process.
• Description of the significant risks involved in financial reporting (including those relating to the risk of fraud) and also others (operational and/or regarding compliance) associated with the different subprocesses and control objectives.
• Detailed description of the key and non-key controls that mitigate each of the risks identified.

For each control, the following have been identified:

• Supporting evidence regarding the controls.
• Organisational structures and/or functions of positions in charge of each key and non-key control identified.
• Frequency of the controls.
• Level of automation of the controls.
• Type of control: preventive or detective.
• Determining whether or not it covers the risk of fraud.
• Owner in charge of each control.

The Group aims to launch a continuous process for updating the internal control

system which guarantees the quality and reliability of financial reporting, not merely limiting itself to yearly or half-yearly financial reports.

To do so, in 2017, the Group began to develop a specific tool in order to increase effectiveness with regards to the management, reporting and document repository of the Group's internal control system with an international dimension.

With regards to the significant judgements, estimates and projections, it is the Group's Economic-Finance Department that sets the assumptions and performs the calculations. To do so, it uses 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), it also uses the information provided by specialists external to the Group. The most significant judgements, estimates and projections are validated prior to the approval process for 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.

Gestamp has internal control policies and procedures on the information systems supporting the entity's 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, Gestamp 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 this information into account, a risk management model is being developed which identifies threats and establishes the action plans to guarantee the business objectives deriving from the dependence on information systems.

Generally speaking, the following controls exist to provide Gestamp with reasonable assurance concerning the internal control of reporting systems:

• Gestamp has the road map of the most relevant applications, including those with the objective of processing the financial information.
• Only authorised staff have access to the reporting systems using robust authentication mechanisms. In addition, access to information is limited according to the roles assigned to each user. In relation to this, system accessibility is determined by identity management. A feature is currently being rolled out which, by means of an automatic approval flow, enables managers of each system to receive access requests and, in turn, review and approve them.
• The actions performed by users are registered and monitored by people authorised in accordance with operating procedures.
• Periodic review processes are performed on users with access to data, as well as a review of privileged users.
• There are alternative communication systems that guarantee the

continuity of operations.

• Backups of the information are carried out regularly, which are stored in safe locations, and trial restorations thereof are carried out.
• The incident management system is aimed at resolving any type of problem that may arise in the business processes.
• There is a software development methodology and different environments with the aim of ensuring that any changes in the information systems are appropriately authorised and tested.
• Critical business processes have different organisational and technological solutions which ensure the continuity of the information systems. Every year, the financial system recovery plan is tested, identifying the improvement aspects that are included in the plan updates.

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 2017, the only significant 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 study calculations, although they did not have a material effect on the financial information.

This activity was performed by three prestigious firms which were validated as having the necessary competences by personnel in the Group and supervised by Management, which verified the key assumptions used by the external parties, along with the reasonability of the conclusions.

F.4 Information and communication

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.

There is a function charged with Consolidation within the Group's Economic-Finance Department. The functions assigned to said team, and also specifically in the Group's Criteria and Accounting Policies Manual, include the update thereof on an annual basis, at least.

In addition, there is another Function in the Economic-Finance Department charged with the Design and Definition of Financial Processes to be applied in companies using the Corporate SAP system. 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 regards to daily transaction accounting, the responsibility for resolving queries in relation to these processes lies with the Function charged with the Design and Definition of Financial Processes, whereas any queries regarding accounting policies are resolved by the Function charged with Consolidation, as stated in the Manual. This centralisation of query resolution allows for increased standardisation of criteria.

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 October 2017.

The information required to update the Criteria and Accounting Policies Manual is received by the Function charged with Consolidation through the different channels: by 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 through the tax updates it receives from the tax advisor or through participation in training sessions given by prestigious companies.

In order to keep all persons in charge of recording financial information throughout the whole Group informed of any possible modifications that arise in the Criteria and Accounting Policies Manual, the Function charged with Consolidation sends them said document on a quarterly basis, along with the 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 in a standardised manner as established by the Function charged with Consolidation (Consolidation Team) within the Group's Economic-Finance Department. 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 SAP 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 Internal Control 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,

F.5 Supervision of the operation of the system

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 effectiveness of the internal control and the financial reporting process.

In financial year 2017, the Audit Committee approved the scope matrix of the ICFRS established by the Internal Control Function, in accordance with what is stated in section F.2.1, and supervised the progress of the ICFRS project by means of periodic reports submitted by the Group's Finance Director.

The Group has an Internal Audit Function which hierarchically reports to the Group's Vice-Chairman and functionally to the Audit Committee. The Internal Audit Function supports the Audit Committee with regards to overseeing the correct functioning of the ICFRS and reports the results of the review work carried out.

The Internal Audit Function has an Internal Audit Plan for financial year 2018 approved by the Audit Committee on 14 December 2017, which provides for the undertaking of specific work and reviews of relevant financial and non-financial information.

The Internal Audit Function reports the conclusions drawn from their reviews to the Audit Committee in the regular appearances made throughout the financial year. These conclusions include potential corrective actions if weaknesses are detected, and monitoring thereof once approved.

In relation to the activities carried out by the Audit Committee in financial year 2017, an activity report was drawn up 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 there is a General Shareholders' Meeting held. Among other aspects, the activity report for financial year 2017 includes:

• The periodic review of the Company's financial information
• The approval of the scope matrix of the ICFRS established for financial year 2017
• The review and proposal, for approval by the Board of Directors, of the Comprehensive Risk Management System Policy and the ICFRS Policy
• The creation of the Company's Internal Audit Function, or
• The approval of the Internal Audit Charter
• 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 states the power held by the Audit Committee: "to regularly receive information on the activities of the Internal Audit Function; 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, 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 administrative body".

Seven meetings of the Audit Committee were held in 2017.

External auditors attended three Audit Committee meetings to communicate the provisional state of the audit work on the Group's financial statements and the essential facts detected, including any potential weaknesses regarding internal control identified while performing their work, if there were any.

The head of the Group's Internal Control Function regularly intervened in the Audit Committee meetings, presenting the degree of progress of the work performed with regards to the ICFRS.

Furthermore, the Internal Audit Director reported to the Audit Committee the internal control weaknesses identified as a result of the work performed in relation to the review of the ICFRS.

F.6 Other relevant information

Not applicable.

F.7 External auditor's report

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 information sent regarding the ICFRS was not submitted for review by the external auditor given that the Group continues to implement the improvements and recommendations that arose in the ICFRS adaptation process, launched as a result of recently going public on the Continuous Market on 7 April 2017.

DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS G

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. When a parent and a subsidiary are listed companies, both should provide detailed disclosure on:
  • a) The types of activity they engage in, and any business dealings between them, as well as between the listed subsidiary and other group companies.
  • b) The mechanisms in place to resolve possible conflicts of interest. Complies □ Complies in part □ Explain □ Not applicable ☒
• 3. During the annual general meeting, the chairman of the board should verbally inform shareholders in sufficient detail of the most relevant aspects of the company's corporate governance, supplementing the written information circulated in the annual corporate governance report. In particular regarding:
  • a) Changes taking place since the previous annual general meeting.
  • b) The specific reasons why the Company does not follow some of the recommendations of the Good Governance Code and, if any, the alternative rules that apply in this area. Complies □ Complies in part □ Explain ☒

Given that the Company was still not a public listed company at the time of the Annual General Shareholders' Meeting on 22 March 2017, this Recommendation was not applicable. In this regard, the Chairman of the Board of Directors did not have the opportunity to communicate the most important aspects of corporate governance during the meeting. However, the Company anticipates compliance with this Recommendation in the Annual General Shareholders' Meeting to be held in 2018 and thereafter.

4. The company should draw up and implement a policy of communication and contacts with shareholders, institutional investors and proxy advisors that complies in full with market abuse regulations and accords equitable treatment to shareholders in the same position.

This policy should be disclosed on the company's website, complete with details of how it has been put into practice and the identities of the relevant interlocutors or those charged with its implementation.

Complies □ Complies in part □ Explain ☒

Article 13 of the Regulations of the Company's Board of Directors establishes the basic principles of the policy of communication and contacts with shareholders, institutional investors and proxy advisors. Nevertheless, given the recent admission to trading of company shares, the Company is still in the process of adapting its corporate structure to corporate governance best practices and among its tasks is that of drawing up the aforementioned policy.

In any case, the Company has communication channels set up that can be seen on its website and, in particular, the Company's contact for area of Investor Relations.

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 ☒ Complies in part □ Explain □

• 6. Listed companies drawing up the following reports on a voluntary or compulsory basis should publish them on their website well in advance of the annual general meeting, even if their distribution is not obligatory.
  • a) Report on auditor independence.
  • b) Reports on the operation of the audit committee and the nomination and remuneration committee.
  • c) Audit committee report on related-party transactions.
  • d) Report on the corporate social responsibility policy. Complies □ Complies in part □ Explain ☒

Given that the Company was still not a public listed company at the time of the Annual General Shareholders' Meeting on 22 March 2017, this Recommendation was not applicable. However, the Company plans to publish the aforementioned reports on its website well in advance of the Annual General Shareholders' Meeting to be held in 2018.

7. The company should broadcast its general shareholders' meetings live on the corporate website.

Complies □ Explain ☒

Since the admission to trading of its shares, the Company has not had the opportunity to hold a General Shareholders' Meeting. In any case, the Company will assess the appropriateness of live broadcasting its next General Shareholders' Meetings.

8. The audit committee should strive to ensure that the board of directors can present the company's accounts to the general shareholders' meeting without limitations or qualifications in the auditor's report. In the exceptional case that qualifications exist, both the Chairman of the audit committee and the auditors should give a clear account to shareholders of their scope and content.

Complies ☒ Complies in part □ 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 □ Complies in part □ Explain ☒

Given that the Company was still not a public listed company at the time of the Annual General Shareholders' Meeting on 22 March 2017, this Recommendation was not applicable. However, the Company plans to publish, on an ongoing basis, the abovementioned conditions and procedures on its website, ensuring that they encourage shareholders to attend and exercise their rights and that they are applied in a nondiscriminatory manner.

• 10. When an accredited shareholder exercises the right to supplement the agenda or submit new proposals prior to the general meeting, the company should:
  • a) Immediately circulate the supplementary items and new proposals.
  • b) Disclose the model of attendance card or proxy appointment or remote voting form duly modified so that new agenda items and alternative proposals can be voted on in the same terms as those submitted by the board of directors.
  • c) Put all these items or alternative proposals to the vote applying the same voting rules as for those submitted by the board of directors, with particular regard to presumptions or deductions about the direction of votes.
  • d) After the general meeting, disclose the breakdown of votes on such supplementary items or alternative proposals.

Complies □	Complies in part □	Explain □	Not applicable ☒

11. In the event that a company plans to pay for attendance at the general meeting, it should first establish a general, long-term policy in this respect.

Complies □ Complies in part □ 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 ☒ Complies in part □ 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 should approve a director selection policy that:

• a) Is concrete and verifiable.
• b) Ensures that appointment or re-election proposals are based on a prior analysis of the board's needs.
• c) Favours a diversity of knowledge, experience and gender.

The results of the prior analysis of board needs should be written up in the appointments committee's explanatory report, to be published when the general meeting is convened which will ratify the appointment and re-election of each director.

The director selection policy should pursue the goal of having at least 30% of total board places occupied by women directors before the year 2020.

The appointments committee should run an annual check on compliance with the director selection policy and set out its findings in the annual corporate governance report.

Complies □ Complies in part ☒ Explain □

Given that the Board of Directors Selection Policy was approved by the Board of Directors in its last meeting in 2017, the Company's Nomination and Compensation Committee has not had the opportunity to run a check on the compliance of the abovementioned policy. However, this Committee plans to check its compliance in 2018.

In addition, the Board of Directors Selection Policy envisages among its principles that of favouring knowledge, experience and gender diversity, all in line with what is established in Article 7 of the Regulations of the Board of Directors.

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.

Complies ☒ Complies in part □ Explain □

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:

• a) In large cap companies where few or no equity stakes attain the legal threshold for significant shareholdings.
• b) In companies with a plurality of shareholders represented on the board but not otherwise related.

$$\text{Complies } \boxtimes \qquad \qquad \text{Explain } \square$$

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.

Complies ☒ Explain □

• 18. Companies should disclose the following director particulars on their websites and keep them regularly updated:
  • a) Professional profile and biographical data.
  • b) Directorships held in other companies, listed or otherwise, and other paid activities

they engage in, of whatever nature.

• c) Statement of the director class to which they belong, in the case of proprietary directors indicating the shareholder they represent or have links with.
• d) Dates of their first appointment as a board director and subsequent re-elections.
• e) Shares held in the company and any options thereon. Complies □ Complies in part ☒ Explain □

The Company website contains the information referred to in this Recommendation with the exception of the other paid activities Directors engage in, the shareholder proprietary directors represent and the shares held by the Directors.

19. Following verification by the appointments committee, the annual corporate governance report should disclose the reasons for the appointment of proprietary directors at the urging of shareholders controlling less than 3% of capital; and explain any rejection of a formal request for a board place from shareholders whose equity stake is equal to or greater than that of others applying successfully for a proprietary directorship.

Complies □ Complies in part □ Explain □ Not applicable ☒

20. Proprietary directors should resign when the shareholders they represent dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to proprietary directors, the number of the latter should be reduced accordingly.

Complies ☒ Complies in part □ 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 appointments 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 the Board of Directors of any circumstance that might harm the company's name or reputation, tendering their resignation as the case may be, with particular mention of any criminal charges brought against them and the progress of any subsequent trial.

The moment a director is indicted or tried for any of the offences stated in company legislation, the board of directors should open an investigation and, in light of the particular circumstances, decide whether or not he or she should be called on to resign. The board should give a reasoned account of all such determinations in the annual corporate governance report.

Complies ☒ Complies in part □ Explain □

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 ☒ Complies in part □ Explain □ Not applicable □

24. Directors who give up their place before their tenure expires, through resignation or otherwise, should state their reasons in a letter to be sent to all members of the board. Irrespective of whether such resignation is filed as a significant event, the reason therefor must be explained in the annual corporate governance report.

Complies ☒ Complies in part □ Explain □ Not applicable □

25. The appointments committee should ensure that non-executive directors have sufficient time available to discharge their responsibilities effectively.

The board of directors regulations should lay down the maximum number of company boards on which directors can serve.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \qquad \text{Explain } \Box$$

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.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \qquad \text{Explain } \Box \text{}$$

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 ☒ Complies in part □ 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 ☒ Complies in part □ 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 ☒	Complies in part □	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.

$$\text{Complies } \boxtimes \qquad \qquad \text{Explain } \sqsupset \qquad \qquad \text{Not applicable } \sqsupset.$$

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 Chairman 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 ☒ Complies in part □ 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 ☒ Complies in part □ Explain □

33. The Chairman, 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 ☒ Complies in part □ Explain □

34. When a coordinating independent director has been appointed, the bylaws or board of directors regulations 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 Chairman or vice-Chairmans, 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 Chairman's succession plan.

Complies ☒ Complies in part □ 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 □

• 36. The board in full should conduct an annual evaluation, adopting, where necessary, an action plan to correct deficiencies detected in:
  • a) The quality and efficiency of the board's operation.
  • b) The performance and membership of its committees.
  • c) The diversity of board membership and competences.
  • d) The performance of the chairman of the board of directors and the company's chief executive.
  • e) The performance and contribution of individual directors, with particular attention to the Chairmans of board committees.

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 appointments 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 appointments 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 □ Complies in part □ Explain ☒

Pursuant to Article 36 of the Board Regulations, the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year, assessing the quality of its work, evaluating the effectiveness of its rules and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality.

Furthermore, the Board will assess (i) the Chairman's performance of his/her duties and, if any other person is appointed with the position, the Company chief executive's performance of his/her duties, based on the report submitted to the Board by the Nomination and Compensation Committee; and also (ii) the functioning of the Board committees based on the report they submit to the Board.

However, given that in the first meeting of financial year 2017 it was still not a listed company, the Company did not have the opportunity to conduct the abovementioned assessments in 2017.

37. When an executive committee exists, its membership mix by director class should resemble that of the board. The secretary of the board should also act as secretary to the executive committee.

Complies □ Complies in part □ 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 □ Complies in part □ Explain □ Not applicable ☒

39. All members of the audit committee, particularly its Chairman, should be appointed in relation to their knowledge and experience in accounting, auditing and risk management matters. A majority of committee places should be held by independent directors.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \text{Explain } \Box \text{ y}$$

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 Chairman or the Chairman of the audit committee.

Complies ☒ Complies in part □ Explain □

41. The head of the unit handling the internal audit function should present an annual work programme to the audit committee, inform it directly of any incidents arising during its implementation and submit an activity report at the end of each year.

Complies ☒ Complies in part □ Explain □ Not applicable □

• 42. The audit committee should have the following functions over and above those legally assigned:
  • 1. As regards information systems and internal control:
    • a) Monitor the preparation and the integrity of the financial information prepared on the company and, where appropriate, the group, checking for compliance with legal provisions, the accurate demarcation of the consolidation perimeter,

and the correct application of accounting principles.

• b) Ensure the independence of the unit handling the internal audit function; propose the selection, appointment, re-election and removal of the head of the internal audit service; propose the service's budget; approve its priorities and work programmes, ensuring that it focuses primarily on the main risks the company is exposed to; 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 supervise a mechanism whereby staff can report, confidentially and, if appropriate and feasible, anonymously, any significant irregularities that they detect in the course of their duties, in particular financial or accounting irregularities.
• 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 external auditor to the CNMV as a material event, accompanied by a statement of any disagreements arising with the outgoing auditor and the reasons for the same.
  • d) Ensure that the external auditor has a yearly meeting with the board in full to inform it of the work undertaken and developments in the company's risk and accounting positions.
  • e) Ensure that the company and the external auditor adhere to current regulations on the provision of non-audit services, limits on the concentration of the auditor's business and other requirements concerning auditor independence.

Complies □ Complies in part ☒ Explain □

Although neither the By-laws nor the Regulations of the Company's Board of Directors include the functions referred to in section 2 of this Recommendation, the Audit Committee carries out these functions on a regular basis.

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 ☒ Complies in part □ 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.

Complies ☒	Complies in part □	Explain □	Not applicable □

• 45. The risk control and management policy should identify at least:
  • a) The different types of financial and non-financial risk the company is exposed to (including operational, technological, financial, legal, social, environmental, political and reputational risks), with the inclusion under financial or economic risks of contingent liabilities and other off- balance-sheet risks.
  • b) The determination of the risk level the company sees as acceptable.
  • c) The measures in place to mitigate the impact of identified risk events should they

occur.

d) The internal control and reporting systems to be used to control and manage the above risks, including contingent liabilities and off-balance- sheet risks.

Complies ☒ Complies in part □ Explain □

• 46. Companies should establish a risk control and management function in the charge of one of the company's internal departments or units and under the direct supervision of the audit committee or some other dedicated board committee. This function should be expressly charged with the following responsibilities:
  • a) Ensure that risk control and management systems are functioning correctly and, specifically, that major risks the company is exposed to are correctly identified, managed and quantified.
  • b) Actively participate in the preparation of the risk strategy and in key decisions regarding their management.
  • c) Ensure that risk control and management systems are mitigating risks effectively in the frame of the policy drawn up by the board of directors.

Complies ☒ Complies in part □ Explain □

47. Members of the Nomination and Compensation Committee—or of the appointments committee and remuneration committee, if separately constituted—should have the right balance of knowledge, skills and experience for the functions they are called on to discharge. The majority of their members should be independent directors.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \qquad \text{Explain } \Box \text{ by}$$

48. Large cap companies should operate separately constituted Nomination and Compensation Committees.

	Complies □	Explain □	Not applicable ☒
--	------------	-----------	------------------

49. The appointments committee should consult with the company's Chairman and chief executive, especially on matters relating to executive directors.

When there are vacancies on the board, any director may approach the appointments committee to propose candidates that it might consider suitable.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \text{Explain } \Box.$$

• 50. The remuneration committee should operate independently and have the following functions in addition to those assigned by law:
  • a) Propose to the board the standard conditions for senior officer contracts.
  • b) Monitor compliance with the remuneration policy set by the company.
  • c) Periodically review the remuneration policy for directors and senior officers, including share-based remuneration systems and their application, and ensure that their individual compensation is proportionate to the amounts paid to other directors and senior officers in the company.
  • d) Ensure that conflicts of interest do not undermine the independence of any external advice the committee engages.
  • e) Verify the information on director and senior officers' pay contained in different corporate documents, including the annual directors' remuneration statement. Complies ☒ Complies in part □ Explain □
• 51. The remuneration committee should consult with the company's Chairman and chief

executive, especially on matters relating to executive directors and senior officers.

Complies ☒ Complies in part □ Explain □

• 52. The terms of reference of supervision and control committees should be set out in the regulations of the board of directors and aligned with those governing legally mandatory board committees as specified in the preceding sets of recommendations. They should include at least the following terms:
  • a) Committees should be formed exclusively by non-executive directors, with a majority of independents.
  • b) They should be chaired by independent directors.
  • c) The board should appoint the members of such committees in relation to the knowledge, skills and experience of its directors and each committee's tasks; discuss their proposals and reports; and provide report-backs on their activities and work at the first board plenary following each committee meeting.
  • d) They may engage external advice, when they deem it necessary for the discharge of their functions.
  • e) Meeting proceedings should be minuted and a copy made available to all board members.

Complies ☒ Complies in part □ Explain □ Not applicable □

• 53. The task of supervising compliance with corporate governance rules, internal codes of conduct and corporate social responsibility policy should be assigned to one board committee or split between several, which could be the audit committee, the appointments committee, the corporate social responsibility committee, where one exists, or a dedicated committee established ad hoc by the board under its powers of self-organisation, with at the least the following functions:
  • a) Monitor compliance with the company's internal codes of conduct and corporate governance rules.
  • b) Oversee the communication and relations strategy with shareholders and investors, including small and medium-sized shareholders.
  • c) Periodically evaluate the effectiveness of the company's corporate governance system, to confirm that it is fulfilling its mission to promote the corporate interest and catering, as appropriate, to the legitimate interests of remaining stakeholders.
  • d) Review the company's corporate social responsibility policy, ensuring that it is geared to value creation.
  • e) Monitor corporate social responsibility strategy and practices and assess their degree of compliance.
  • f) Monitor and evaluate the company's interaction with its stakeholder groups.
  • g) Evaluate all aspects of the non-financial risks the company is exposed to, including operational, technological, legal, social, environmental, political and reputational risks.
  • h) Coordinate non-financial and diversity reporting processes in accordance with applicable legislation and international benchmarks.

Complies ☒ Complies in part □ Explain □

• 54. The corporate social responsibility policy should state the principles or commitments the company will voluntarily adhere to in its dealings with stakeholder groups, specifying at least:
  • a) The goals of its corporate social responsibility policy and the support instruments to be deployed.
  • b) The corporate strategy with regard to sustainability, the environment and social issues.
  • c) Specific practices in matters relating to: shareholders, employees, clients, suppliers, social welfare issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of illegal conduct.
  • d) The methods or systems for monitoring the results of the specific practices referred to above, and identifying and managing related risks.
  • e) The mechanisms for supervising non-financial risk, ethics and business conduct.
  • f) Channels for stakeholder communication, participation and dialogue.
  • g) Responsible communication practices that prevent the manipulation of information and protect the company's honour and integrity. Complies ☒ Complies in part □ Explain □
• 55. The company should report on corporate social responsibility developments in its directors' report or in a separate document, using an internationally accepted methodology.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \qquad \text{Explain } \Box$$

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 and the director's performance, the award of shares, options or any other right to acquire shares or to be remunerated on the basis of share price movements, and membership of long-term savings schemes such as pension plans, retirement schemes or other welfare schemes, should be confined to executive directors.

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 ☒ Complies in part □ 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:

• a) Be subject to predetermined and measurable performance criteria that factor the risk assumed to obtain a given outcome.
• b) Promote the long-term sustainability of the company and include non-financial

criteria that are relevant for the company's long-term value, such as compliance with its internal rules and procedures and its risk control and management policies.

c) Be focused on achieving a balance between the delivery of short, medium and longterm objectives, such that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to long-term value creation. This will ensure that performance measurement is not based solely on oneoff, occasional or extraordinary events.

Complies □ Complies in part ☒ Explain □ Not applicable □

Prior to 2013, the Company had an annual variable remuneration. system linked to exclusively subjective criteria. In 2013, with the aim of introducing a variable remuneration system offering a method, transparency, objectivity, certainty and which, in addition, is in line with the Group's high growth margins, the Company opted for a variable remuneration system that is exclusively linked to objective criteria, which are predetermined and measurable based on financial indicators relating to the Company's value. This change in the annual variable remuneration system has allowed the Company to increase its commitment to management teams, consolidate a variable remuneration system that is firmly established in the Group, and also maintain a sustained growth dynamic.

Moreover, in 2016, a long-term incentives plan was approved for the 2016-2020 period for certain company managers, linked to the achievement of long-term objectives and aimed at promoting sustained value creation for the Group over time and increasing the retention and motivation rates of key employees for the Company.

The long-term incentives plan is linked to the achievement, by the end of the period, of a series of financial objectives set forth in the Group's Strategic Plan and related to shareholder interests, given that it is linked to the creation of value for the Group.

59. A major part of variable remuneration items should be deferred for a long enough period to ensure that predetermined performance criteria have effectively been met.

Complies ☒	Complies in part □	Explain □	Not applicable □

60. Remuneration linked to company earnings should bear in mind any qualifications stated in the external auditor's report that reduce their amount.

Complies ☒	Complies in part □	Explain □	Not applicable □

• 61. A major part of executive directors' variable remuneration should be linked to the award of shares or financial instruments whose value is linked to the share price.
  • Complies □ Complies in part □ Explain ☒ Not applicable □

The variable remuneration system for executive directors is based on a monetary and objective system associated with economic-financial metrics that are directly aligned with value creation for the shareholder.

Nevertheless, the Company does not directly contemplate a variable remuneration system that includes the award of shares of financial instruments whose value is linked to the share price.

62. Following the award of shares, share options or other rights on shares derived from the remuneration system, directors should not be allowed to transfer a number of shares equivalent to twice their annual fixed remuneration, or to exercise the share options or other rights on shares for at least three years after their award.

This condition, however, will not apply to shares that the director must dispose of to

defray costs related to their acquisition. Complies □ Complies in part □ 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 ☒ Complies in part □ Explain □ Not applicable □

64. Termination 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 performance criteria. Complies ☒ Complies in part □ Explain □ Not applicable □

OTHER INFORMATION OF INTEREST

H

1. If there are any significant aspects regarding corporate governance at the company or at entities of the group that are not included in the other sections of this report, but should be included in order to provide more complete and well-reasoned information regarding the corporate governance structure and practices at the entity or its group, briefly describe them.

In accordance with the provisions contained in Article 2 of Royal Decree-Law 18/2017, of 24 November, which modifies the Code of Commerce, the revised text of the Capital Companies Act approved by Royal Decree Legislative 1/2010, of 2 July, and Law 22/2015, of 20 July, on Audit of Accounts, regarding non-financial information and diversity ("RD 18/2017"), the Company states the following:

Given the recent approval of RD 18/2017 and the short period of time that has lapsed between the admission to trading of the Company shares and the preparation of this Annual Corporate Governance Report, the Company has not had the opportunity to approve a diversity policy applicable with regards to the composition of the Board of Directors, which regulates aspects such as training, professional experience, age, disability, gender and any measures that may have been adopted to include a certain number of women on the Board of Directors so as to ensure a balanced presence of men and women.

Therefore, the Board of Directors, in order to adapt its corporate governance structure to best practices, and with the support of the Nomination and Compensation Committee, shall assess the appropriateness of approving the abovementioned policy in accordance with the needs detected on the Board of Directors.

Nevertheless, as referred to in section C.1.6.bis of this Annual Corporate Governance Report, the Board of Directors Selection Policy approved by this body in its last meeting of the year in question, envisages among its principles that of favouring knowledge, experience and gender diversity, all in line with what is established in Article 7 of the Regulations of the Board of Directors.

1. In this section, you may also include any other information, clarification, or comment relating to the prior sections of this report provided that they are relevant and not repetitive.

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.

General clarification

Given that the Company's shares were admitted to trading on 7 April 2017, the period this Annual Corporate Governance Report refers to is divided into two different stages, in other words, before and after the shares were admitted to trading.

In this regard, with a view to being as transparent as possible and avoiding any confusion, the information included in the different sections of this report relate to financial year 2017 as a whole, that is, including the period when the shares had still not been admitted to trading.

Take section B.4. Serves as an example as it includes the attendance data at the General Shareholders' Meetings held before the Company's shares were admitted to trading. The same criterion was applied, among others, in section C.1.29. with regards to the number of Board meetings in the year; in section C.1.30. in relation to the number of meetings where all directors attended or in relation to the information regarding related-party transactions that is included in section D of this report.

Section A.2.

On 23 March 2017, the prospectus corresponding to the sale offering and admission to trading the shares of Gestamp Automoción, S.A. (hereinafter referred to as the "Company") was registered with the CNMV (National Securities Market Commission). As a result of the aforementioned offering, once the shares of the Company had been admitted to trading and the Greenshoe Option accompanying them had been applied, Acek Desarrollo y Gestión Industrial, S.L., became a direct holder of 21.17% of the share capital, previously a holder of 37.62% before the offering.

On 23 March 2017, the prospectus corresponding to the sale offering and admission to trading the shares of the Company was registered with the CNMV. As a result of the referred to offering, and once the shares of the Company had been admitted to trading, Risteel Corporation B.V., ceased to be a shareholder due to the sale of 10.75% of the share capital of which it was the holder.

Section A.6.

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:

• (i) The Gestamp 2020, S.L. Board of Directors must hold a meeting prior to the Company's Annual General Shareholders' Meeting in order to decide upon how to vote and appoint a representative for Gestamp 2020, S.L. in said Meeting. Mitsui & Co. Ltd. does not hold any voting rights regarding items on the agenda at the Company's Annual General Shareholders' Meeting.
• (ii) The Company's Board of Directors must have a minimum of 9 and a maximum of 15 members. Mitsui & Co., Ltd. shall have the right to propose the appointment of 2 members of the Company's Board of Directors out of the total number of members that Gestamp 2020, S.L. has the right to appoint, provided that it holds a stake,

either directly or indirectly, in at least 10% of the Company's share capital. In the event that the stake held drops below 10% but remains above 5%, Mitsui & Co., Ltd. would have the right to propose the appointment of 1 member of the Company's Board of Directors out of the total number of members that Gestamp 2020, S.L. has the right to appoint.

• (iii) In the event that any Gestamp 2020, S.L. shareholders have the intention of transferring their indirectly held stake in the Company, the non-transferring shareholder becomes entitled to purchase the stake of the transferring shareholder in Gestamp 2020, S.L. for a price equivalent to that of the sum of the closing market price of the Company's share divided by the sum of the trading days in the month after the notification regarding the share transfer. If the right of first refusal is not exercised, the transferring shareholder may, at its discretion, request Gestamp 2020, S.L. to sell the Company shares held indirectly by the transferring party; request the redemption of Gestamp 2020, S.L. shares held by the transferring party or request the dissolution of Gestamp 2020, S.L.
• (iv) In the event of a material breach of the private shareholders' agreement by Mitsui & Co. Ltd., Acek Desarrollo y Gestión Industrial, S.L. shall be entitled to exercise a call option on the stake held by Mitsui & Co. Ltd. in Gestamp 2020, S.L. for a price equivalent to 90% of its market value. In the event of a breach by Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co. Ltd. May exercise a put option on its stake in Gestamp 2020, S.L. for a price equivalent to 110% of its market value.

Private shareholders' agreement entered into by Mr. Francisco José Riberas Mera, Halekulani, 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:

• (i) The governing body of Acek Desarrollo y Gestión Industrial, S.L. must hold a meeting prior to the Annual General Shareholders' Meeting of the Company or of Gestamp 2020, S.L. in order to come to an agreement on how Acek Desarrollo y Gestión Industrial, S.L will vote.
• (ii) Right of first refusal and tag-along right of the Acek Desarrollo y Gestión Industrial, S.L. shareholders and, in the case of the right of first refusal, on a subsidiary basis to the company itself, in the event that any of the shareholders have the intention of transferring their stake to a third party.
• (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.

Section C.1.2

On the one hand, it is established that the date of the last appointment of directors took effect on 24 March 2017, that is, the day after the date of verification and recording, by the CNMV, of the prospectus of the initial public offering of the Company's shares.

On the other hand, due to an application to be admitted to trade the company's shares, in order to comply with the laws and recommendations of good governance applicable to listed companies, on 24 march 2017 the entire Board of Directors was removed. On the same date, the actual Board of Directors was appointed.

Sections C.1.3 and C.1.10

It is hereby stated that, as was communicated through the relevant fact dated 20 December 2017 (record no. 259758), the Company's Board of Directors, during the reporting period, agreed to appoint Mr. Francisco López Peña as CEO of the Company and independently to said appointment, Mr. Francisco José Riberas Mera continues to perform his duties as Executive Chairman.

In addition, regarding the appointment of Mr. Noboru Katsu and Mr. Tomofumi Osaki, it is established that there were proposed by Mitsui & Co. Ltd. to Acek Desarrollo y Gestión Industrial, S.L., pursuant to the provisions in the shareholders agreement entered into between Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp 2020, S.L., referred to in section A.6.

Section C.1.9

Due to an application to be admitted to trade the company's shares, in order to comply with the laws and recommendations of good governance applicable to listed companies, on 24 march 2017 the entire Board of Directors was removed. On the same date, the actual Board of Directors was appointed.

Section C.1.16

In accordance with what is established in the instructions for completing this report, it is hereby stated that the Company's Internal Audit and Risk Management Director is Ms. Raquel Cáceres Martín was not included in the table in section C.1.16 given that she is not considered to be a member of senior management, since, as this term is legally defined, only members of the Company's Management Committee hold this status.

Furthermore, it is hereby stated that the total amount of the remuneration of Senior Management corresponding to financial year 2017 as set out in section C.1.16 of this report include: the salaries paid during the year; the annual variable remuneration accrued in the year, and payment thereof is envisaged once the 2017 Financial Statements have been formally approved by the Annual General Shareholders' Meeting which will be held in 2018; the provisions granted as a long-term incentive corresponding to the proportional part of the year; the sum of any benefits granted and compensation paid due to a Senior Manager leaving the Steering Committee in the year in question.

Section C.2.1.

Procedures and rules of organisation and functioning of the Audit Committee and the Nomination and Compensation Committee

Article 39 of the Regulations of the Board of Directors sets forth the following rules applicable to both 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. The above is understood notwithstanding the potential presence of executive directors or Senior Managers in their meetings, for reporting purposes, when each of the committees agrees to this. However, the presence of the Executive Chairman in these meetings shall be exceptional.

(c) Independent directors shall be in the majority at all times, where one is to be appointed Chairman.

(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 whenever necessary, at the Chairman's discretion, 33 to exercise their powers, and whenever two of its members so request.

(h) The rules of operation shall be those that govern the functioning of the Board. In this way, they shall be validly constituted whenever the majority of its members are present or represented, and its resolutions shall be adopted by an absolute majority of the directors in attendance. In the event of a tie, the Committee Chairman shall have the casting vote.

(i) The Chairmans 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) Within three months after the end of each financial year, each committee shall submit a report on its work in the previous year for approval by the Board of Directors, and it shall be made available to the shareholders during their annual general meeting.

Duties of the Audit Committee and the Nomination and Compensation 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 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.

(ii) To periodically review the internal control and risk management systems, including fiscal risks, so that the main risks are adequately identified, managed and reported, and also to 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, can be submitted to the administrative body.

(iii) To safeguard the independence and effectiveness of the internal audit function: to propose the selection, appointment, re-election and dismissal of the head of the internal audit service; to propose the budget for this service; 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 supervise a mechanism that enables employees to anonymously and

confidentially report any irregularities they may observe within the company.

(v) To approve, supervise, revise and oversee compliance with the Company's corporate social responsibility policy, which must focus on the creation of value at the Company and on fulfilment of its social and ethical duties.

(c) With regards to the auditor:

(i) To bring proposals on the selection, appointment, re-election and replacement of the auditor, as well as the contract conditions for such party, to the Board and to be in charge of the selection process.

(ii) 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.

(iii) 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 auditing process, as well as any other correspondence stipulated in legislation on accounts auditing and auditing standards. At the least, it must receive written confirmation from the auditor or auditing firms once a year asserting their independence from the entity, or entities that are directly or indirectly related to it, as well as information about 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 legislation on accounts auditing.

(iv) 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, express a decision on 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 as least: (i) the types of risk (operational, technological, financial, legal and reputational) to which the Company is exposed; (ii) setting the risk level deemed acceptable by the Company; (iii) measures to mitigate the impact of the risks identified, should they occur; and (iv) the control and reporting systems to be employed to control and manage said risks.

(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.

1. The Audit Committee must inform the Board of Directors before the latter adopts the relevant resolutions on the matters set forth by law, in the By-laws and in these Regulations and, specifically, on the following subjects:

(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 criteria 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.

(…)

1. In relation to the corporate social responsibility policy, the Audit Committee must: (a) Propose the principles or commitments to be voluntarily undertaken by the Company in its relations with its diverse stakeholders;

(b) Identify the objectives of its corporate social responsibility policy and the support instruments to be deployed.

(c) Establish the corporate strategy with regards to sustainability, the environment and social issues.

(d) Determine specific practices on matters relating to: shareholders, employees, clients, suppliers, social welfare issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of illegal conduct.

(e) Establish the methods or systems for monitoring the results of the specific practices referred to above, and identifying and managing related risks.

(f) Implement (1) monitoring mechanisms of non-financial risk, ethics and business conduct; and (2) the channels of communication, participation and dialogue with stakeholders; as well as responsible communication practices that prevent manipulation of information and protect integrity and honour."

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 Chairman 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 Chairman 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 Chairman of the Board of Directors and, in conjunction with this person, periodic assessments of the Board of Directors, its committees and the chief executive of the Company.

1. The Nomination and Compensation Committee should consult with the company's Chairman or, in turn, chief executive, especially on matters relating to executive directors and senior officers. When there are vacancies on the board, any director may approach the Nomination and Compensation Committee to propose potential candidates that it considers suitable.

2. The Nomination and Compensation Committee, in addition to the duties indicated in previous sections, shall be responsible for the following in relation 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 directly report to the Board, executive committees or managing directors, as well as the individual remuneration and other contract conditions of executive 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.

(iii) The types of contracts for Senior Management.

(b) Ensure compliance with the remuneration policy for directors approved in the General Meeting."

Section C.2.2

For the purposes of communicating the number of female directors and the percentage thereof in previous years, it is hereby stated that the Company did not have an Audit Committee or Nomination and Compensation Committee established in the years in question given that its shares were admitted to trading in 2017.

Section D.2.

For further information please visit the note 31 to the consolidated annual accounts of the year ended 31 December 2017.

1. The company may also state whether it has voluntarily adhered to other international, sectoral or any other codes of ethical principles or good practices. If so, state the code in question and the date of adherence thereto. In particular, mention whether there has been adherence to the Code of Good Tax Practices of 20 July 2010.

This annual corporate governance report was approved by the Company's Board of Directors at its meeting held on 26 February 2018.

State whether any directors voted against or abstained in connection with the approval of this Report.

Yes □ No ☒

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

STATEMENT OF RESPONSIBILITY FOR THE ANNUAL FINANCIAL INFORMATION 2017

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 of GESTAMP AUTOMOCIÓN, S.A. and its subsidiaries for Fiscal Year 2017, drawn up by the Board of Directors at its meeting of February 26, 2018 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 26, 2018.

Mr. Francisco José Riberas Mera (Executive Chairman)

_____________________________________

_______________________________________

________________________________________

________________________________________

______________________________________

_______________________________________

Mr. Francisco López Peña (CEO)

________________________________________

_____________________________________

________________________________________

________________________________________

________________________________________

_______________________________________

Mr. Juan María Riberas Mera (Director)

Mr. Noboru Katsu (Director)

Mr. Tomofumi Osaki (Director)

Mr. Alberto Rodríguez-Fraile Díaz (Director)

Mr. Javier Rodríguez Pellitero (Director)

Mr. Pedro Sainz de Baranda Riva (Director)

Mrs. Ana García Fau (Director)

Mr. César Cernuda Rego (Director)

Mr. Gonzalo Urquijo Fernández de Araoz (Director)

Mr. Geert Maurice Van Poelvoorde (Director)

The Secretary of the Board of Directors states for the record that the Director Mr. Geert Maurice van Poelvoorde does not set his signature on this document because he is absent due to unavoidable professional commitments and that he have given a proxy and delegated his voting powers to the Director Mr. D. Juan María Riberas Mera, in connection with the matters set forth in the Agenda for the meeting the Board of Directors of 26 February 2018 (which includes the approval of the individual and consolidated Annual Financial Statements and of the individual and consolidated Management Reports for Fiscal Year 2017).

Secretary

Mr. David Vázquez Pascual

__________________________

GESTAMP AUTOMOCIÓN, S.A.

The previous Annual Accounts for the 2017 financial year of GESTAMP AUTOMOCIÓN, S.A. included in the preceding pages 1 to 79 inclusive, and the Management Report for the year 2017 included in the preceding pages 80 to 87, both inclusive of the accompanying Annual Corporate Governance Report included in the preceding pages 1 to 90, have been sign off by the members of the Board of Directors at their meeting on February 26, 2018.

_________	_________
Don Francisco José Riberas Mera	Don Juan María Riberas Mera
President	Vicepresident
_________	_________
Don Francisco López Peña	Don Noboru Katsu
Vocal	Vocal
_________	_________
Don Tomofumi Osaki	Don Alberto Rodríguez Fraile Díaz
Vocal	Vocal
_________	_________
Don Javier Rodríguez Pellitero	Don Pedro Sainz de Baranda Riva
Vocal	Vocal

Vocal Vocal

Doña Ana García Fau Don César Cernuda Rego

_________________________________ _________________________________

_________________________________ _________________________________

Don Gonzalo Urquijo Fernández de Araoz Don Geert Maurice Van Poelvoorde Vocal Vocal

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-

-

-

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GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES

Consolidated Financial Statements and Consolidated Management Report for the year ended December 31, 2017

<-- PDF CHUNK SEPARATOR -->

	CONTENTS
NOTE
	Consolidated balance sheet
	Consolidated income statement
	Consolidated statement of comprehensive income
	Consolidated statement of changes in equity
	Consolidated cash flow statement
	Notes to the consolidated financial statements
1	Activity and companies included in consolidation scope
2	Consolidation scope
	2. a Breakdown of consolidation scope
	2. b Changes in consolidation scope
3	Business combination
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 Alternative management indicators
5	Changes in accounting policies
6	Summary of significant accounting policies
	6. 1 Foreign currency transactions
	6. 2 Property, plant and equipment
	6. 3 Business combinations and goodwill
	6. 4 Investment in associates and joint ventures
	6. 5 Other intangible assets
	6. 6 Financial assets
	6. 7 Impairment of assets
	6. 8 Assets and liabilities held for sale and discontinued operations
	6. 9 Trade and other receivables
	6. 10 Inventories
	6. 11 Tools made to customer order
	6. 12 Cash and cash equivalents
	6. 13 Government grants
	6. 14 Financial liabilities (trade and other payables and borrowings)
	6. 15 Provisions and contingent liabilities
	6. 16 Employee benefits
	6. 17 Leases
	6. 18 Revenue and expense recognition
	6. 19 Income tax
	6. 20 Derivative financial instruments and hedges
	6. 21 Related parties
	6. 22 Environmental expenses
7	Significant accounting judgments, estimates and assumptions
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
13	Inventories
14	Trade and other receivables/ Other current assets/ Cash and cash equivalents
15	Issued capital and share premium
16	Retained earnings
	16. 1 Legal reserve
	16. 2 Goodwill reserve
	16. 3 Unrestricted reserves
	16. 4 Availability of reserves at fully-consolidated companies
	16. 5 Approval of the Financial Statements and proposal for the appropiation of profit
17	Translation differences
18	Non-controlling interest
19	Deferred income
20	Provisions and contingent liabilities Pensions and other post-employment obligations
21	Non-trade liabilities
22	Deferred tax
23	Trade and other payables
24 25	Operating revenue
26	Operating expenses
27	Financial income and financial expenses
28	Income tax
29	Earnings per share
30	Commitments
31	Related party transactions
	31. 1 Balances and transactions with related parties
	31. 2 Remuneration of the members of the board of directors
	31. 3 Remuneration of executives
32	Other disclosures
	32. 1 Audit fees
	32. 2 Environmental issues
33	Financial risk management
	33. 1 Financial risk factors
	33. 2 Hedge accounting
	33. 3 Fair value of financial instruments

• 1. 4 Capital risk management
• 34 Information on postponement of payments to suppliers in commercial transactions
• 35 Subsequent events
• 36 Information on compilance with the Article 229 of Spanish Corporate Enterprises Act 37 Additional note for English translation
• ANNEX I Consolidation scope
• ANNEX II Indirect investments
• ANNEX III Guarantors

CONSOLIDATED BALANCE SHEET
AT DECEMBER 31, 2017 AND DECEMBER 31, 2016
(In thousands of euros)

	Note	December 31, 2017	December 31, 2016
ASSETS
Non-current assets
Intangible assets	10	414,697	392,964
Goodwill		104,757	110,504
Other intangible assets		309,940	282,460
Property, plant and equipment	11	3,407,779	3,160,014
Land and buildings		1,040,863	983,285
Plant and other PP&E		1,728,297	1,608,351
PP&E under construction and prepayments		638,619	568,378
Financial assets	12	69,427	95,514
Investments in associates accounted for using the equity method		1,787	5,740
Loans and receivables		39,248	50,581
Derivatives in effective hedges		14,718	25,710
Other non-current financial assets		13,674	13,483
Deferred tax assets	23	265,799	273,439
Total non-current assets		4,157,702	3,921,931
Current assets
Inventories	13	681,322	630,897
Raw materials and other consumables		350,446	308,335
Work in progress		143,476	141,149
Finished products and by-products		124,487	129,591
Prepayments to suppliers		62,913	51,822
Trade and other receivables	14	1,375,709	1,376,889
Trade receivables		1,174,714	1,169,925
Other receivables		31,627	20,819
Current income tax assets		26,795	35,306
Receivables from public authorities		142,573	150,839
Other current assets	14	71,057	26,240
Financial assets	12	78,896	43,228
Loans and receivables		34,598	11,036
Securities portfolio		5,376	338
Other current financial assets		38,922	31,854
Cash and cash equivalents	14	860,238	430,463
Total current assets		3,067,222	2,507,717
Total assets		7,224,924	6,429,648

CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2017 AND DECEMBER 31, 2016 (In thousands of euros)

	Note	December 31, 2017	December 31, 2016
EQUITY AND LIABILITIES
Equity
Capital and reserves attributable to equity holders of the parent
Issued capital	15	287,757	288,237
Share premium	15	61,591	61,591
Retained earnings	16	1,551,924	1,378,145
Translation differences	17	(366,516)	(203,300)
Equity attributable to equity holders of the parent		1,534,756	1,524,673
Equity attributable to non-controlling interest	18	435,799	347,330
Total equity		1,970,555	1,872,003
Liabilities
Non-current liabilities
Deferred income	19	22,315	25,945
Non-current provisions	20-21	143,044	154,153
Non trade liabilities	22	2,364,497	1,779,451
Interest-bearing loans and borrowings and debt issues		2,167,091	1,548,305
Derivative financial instruments		66,201	87,983
Other non-current financial liabilities		121,612	132,805
Other non-current liabilities		9,593	10,358
Deferred tax liabilities	23	217,444	238,454
Other non-current liabilities		-	599
Total non-current liabilities		2,747,300	2,198,602
Current liabilities
Non trade liabilities	22	678,279	716,036
Interest-bearing loans and borrowings		543,789	419,294
Other current financial liabilities		4,537	5,922
Other non-trade liabilities		129,953	290,820
Trade and other payables	24	1,814,073	1,621,425
Trade accounts payable		1,513,083	1,356,144
Current tax liabilities		25,905	20,727
Other accounts payable		275,085	244,554
Current provisions	20-21	11,723	18,072
Other current liabilities		2,994	3,510
Total current liabilities		2,507,069	2,359,043
Total liabilities		5,254,369	4,557,645
Total equity and liabilities		7,224,924	6,429,648

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016
(In thousands of euros)

	Note	December 31, 2017	December 31, 2016
CONTINUING OPERATIONS
OPERATING INCOME	25	8,390,531	7,673,939
Revenue		8,201,571	7,548,938
Other operating income		197,192	131,571
Changes in inventories	13	(8,232)	(6,570)
OPERATING EXPENSE	26	(7,905,802)	(7,211,317)
Raw materials and other consumables		(4,882,126)	(4,509,742)
Personnel expenses		(1,492,846)	(1,366,884)
Depreciation, amortization, and impairment losses		(405,147)	(378,528)
Other operating expenses		(1,125,683)	(956,163)
OPERATING PROFIT		484,729	462,622
Financial income	27	9,000	5,275
Financial expenses	27	(101,753)	(98,758)
Exchange gains (losses)		(22,918)	(12,442)
Share of profits from associates - equity method	12	(997)	(8,539)
Change in fair value of financial instruments		2,086	-
Impairment and gains (losses) on sale of financial instruments		32	(77)
PROFIT BEFORE TAXES FROM CONTINUING OPERATIONS		370,179	348,081
Income tax expense	28	(82,102)	(88,940)
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS		288,077	259,141
PROFIT FOR THE YEAR		288,077	259,141
Profit (loss) attributable to non-controlling interest	18	(48,385)	(37,787)
PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY		239,692	221,354
Earnings per share (in euros)
-Basic (*)	29	0.42	0.38
From continuing operations		0.42	0.38
-Diluted (*)	29	0.42	0.38
From continuing operations		0.42	0.38

(*) During 2017, a split stock took place in the proportion of 120 new shares for every former one. In order to make comparative the infomation, the earning per share in 2016 is shown after applying the split stock of 2017

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR PERIOD ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (In thousands of euros)

		December 31, 2017	December 31, 2016
PROFIT FOR THE YEAR		288,077	259,141
OTHER COMPREHENSIVE INCOME
Other comprehensive income not to be reclassified to income in next years:
Actuarial gains and losses	16	1,077	(5,415)
Other comprehensive income to be reclassified to income in next years:
From cash flow hedges	22.b.1)	6,267	(2,631)
Translation differences		(199,794)	(34,811)
Attributable to Parent Company	17	(163,216)	(35,491)
Attributable to non-controlling interest	18	(36,578)	680
TOTAL COMPREHENSIVE INCOME NET OF TAXES		95,627	216,284
Attributable to:
- Parent Company		83,691	177,817
- Non-controlling interest		11,936	38,467
		95,627	216,284

CO NSO LID ATE D S TAT EM ENT OF CH AN GES IN EQU ITY FOR TH E Y EAR PE RIO D E ND ED DEC EM BER 31 , 20 17
(In tho nds of os) usa eur
	ed ital Issu cap (No 5) te 1	Sha ium re p rem (No 5) te 1	ed Ret ain ning ear s (No 6) te 1	nsla Tra tion diff ere nce s (No 7) te 1	al c tal and Tot api res erv es	lling Non ntro -co inte rest (No 8) te 1	Tot al e qui ty
AT JAN UA RY 1, 2 017	288 ,23 7	61, 591	1,3 78, 145	(20 00) 3,3	1,5 24, 673	347 ,33 0	1,8 72, 003
Pro fit f he iod or t per	-	-	239 ,69 2	-	239 ,69 2	48, 385	288 ,07 7
Fair lue adj (he dge ) ust nts va me	-	-	6,2 67	-	6,2 67	-	6,2 67
Var iati in t slat ion diff on ran ere nce s	-	-	-	(16 3,2 16)	(16 3,2 16)	(36 8) ,57	(19 9,7 94)
ial g ain nd loss Act uar s a es	-	-	948	-	948	129	1,07 7
al c hen sive inc Tot om pre om e	-	-	246 ,90 7	(16 16) 3,2	83, 691	11,9 36	95, 627
ide nds dis trib d b y th Div e P nt C ute are om pan y	-	-	(66 6) ,35	-	(66 6) ,35	-	(66 6) ,35
Div ide nds dis trib d b bsid iari ute y su es	-	-	-	-	-	(5,9 31)	(5,9 31)
ine bin atio ns ( Jui Li E ds. Bod y Sy Co. Ltd Gro and Ge Pal S.A ) Bus ste sta ss c om m., up mp au,	-	-	-	-	-	2,1 64	2,1 64
sh hol din lled Incr e in g in ani ntro eas are co co mp es	-	-	(1,1 43)	-	(1,1 43)	(3,3 07)	(4,4 50)
har eho ldin Dec in s rea se g	(48 0)	-	480	-	-	-	-
(Ed .) Cap ital inc in s ubs idia ries sch a P ha, Ltd rea se	-	-	-	-	-	1,1 99	1,19 9
itio n of the t O ptio ld t trol ling int st ( e 2 2.d ) Rec Pu Not ogn n so o n on- con ere	-	-	(4,0 47)	-	(4,0 47)	80, 947	76, 900
Oth and ad from jus pri nts tme nts er m ove me or y ear s	-	-	(2,0 62)	-	(2,0 62)	1,4 61	(60 1)
AT DEC EM BER 31 , 20 17	287 ,75 7	61, 591	1,5 51, 924	(36 16) 6,5	1,5 34, 756	435 ,79 9	1,9 70, 555

CON SOL ST OF NG ES I QU FOR IOD 31 , 20 16 IDA TED ATE ME NT CHA N E ITY TH E YE AR PER EN DED DE CEM BER (In tho nds of os) usa eur
	Issu ed c apit al (No 5) te 1	Sha ium re p rem (No 5) te 1	Ret aine d ea rnin gs (No 6) te 1	nsla Tra tion diff ere nce s (No 7) te 1	Tot al c apit al a nd rese rves	lling Non ntro -co inte rest (No 8) te 1	al e Tot quit y
AT JAN UAR Y 1 , 20 16	288 ,23 7	61, 591	1,20 9,78 9	(16 7,80 9)	1,39 1,80 8	406 ,58 5	1,79 8,39 3
Prof it fo r th riod e pe	-	-	221 ,354	-	221 ,354	37,7 87	259 ,14 1
lue adj ts ( hed ge) Fair ust va men	-	-	(2,6 31)	-	(2,6 31)	-	(2,6 31)
slat diff Var iati in t ion on ran ere nce s	-	-	-	(35 1) ,49	(35 1) ,49	680	(34 1) ,81
Act ial g ains d lo uar an sse s	-	-	(5,4 15)	-	(5,4 15)	-	(5,4 15)
al c hen sive inc Tot om pre om e	-	-	213 ,30 8	(35 1) ,49	177 ,81 7	38,4 67	216 ,28 4
ide nds dis trib d by the Div Pa Co ute rent mpa ny	-	-	(48 ) ,444	-	(48 ) ,444	-	(48 ) ,444
Div ide nds dis trib d by the bsid iari ute su es	-	-	-	-	-	(8,5 47)	(8,5 47)
mbi Çel ik F Bus ines ion Ge Oto iv, A .S. nat sta mot s co orm mp	-	-	-	-	-	(2,7 48)	(2,7 48)
(G .) Dis al o f co nies Fina Lux bur S.A pos mpa nce em go,	-	-	-	-	-	(51 )	(51 )
ital lled (Ed sch Ltd .) Cap incr e in ntro nies a A apic o A ut. Co. eas co co mpa	-	-	-	-	-	151	151
.L. ( .b) Acq uisi tion of lling int st i n G 200 8, S Not e 2 ntro esta non -co ere mp	-	-	(26 3)	-	(26 3)	(6,1 19)	(6,3 82)
nsfe r fro trol ling int st d o ch es i n sh hold ing of G 200 8, S .L ( e 2 .b) Tra ue t esta Not m n on- con ere ang are mp	-	-	(19 0)	-	(19 0)	190	-
n of the ld t lling st ( 2.d ) Rec itio Pu t O ptio int Not e 2 ntro ogn n so o no n-co ere	-	-	4,04 7	-	4,04 7	(80 7) ,94	(76 0) ,90
Oth nd a djus from pri ts a tme nts er m ove men or y ear s	-	-	(10 2)	-	(10 2)	349	247
AT DEC 31 , 20 16 EM BER	288 ,23 7	61, 591	1,37 8,14 5	(20 3,30 0)	1,52 4,6 73	347 ,33 0	1,87 2,00 3

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR PERIOD ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

(In thousands of euros)

	Note	December 31, 2017	December 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year before taxes and after non-controlling interest		321,794	310,294
Adjustments to profit		504,177	489,708
Depreciation and amortization of intangible assets and PP&E	10-11	401,595	377,934
Impairment of intangible assets and PP&E	10-11	3,552	594
Impairment	13-14	16,051	(1,064)
Change in provisions	20	(14,031)	(12,248)
Grants released to income	19	(4,918)	(6,218)
Profit (loss) attributable to non-controlling interest	18	48,385	37,787
Profit from disposal of intangible assets and PP&E		(5,981)	(994)
Profit from disposal of financial instruments		-	77
Financial income	27	(9,000)	(5,275)
Financial expenses	27	101,753	98,758
Share of profits from associates - equity method	12	997	8,539
Unrealized exchange rate differences		(31,521)	(8,182)
Change of fair value of financial instruments		(2,086)	-
Other incomes and expenses		(619)	-
Changes in working capital		13,736	24,581
(Increase)/Decrease in Inventories	13	(58,673)	(42,714)
(Increase)/Decrease in Trade and other receivables	14	(3,622)	(168,741)
(Increase)/Decrease in Other current assets	14	(38,620)	(2,707)
Increase/(Decrease) in Trade and other payables	24	117,061	243,164
Increase/(Decrease) in Other current liabilities		(2,410)	(4,421)
Other cash-flows from operating activities		(155,978)	(172,003)
Interest paid		(99,931)	(98,156)
Interest received		8,346	6,348
Income tax paid		(64,393)	(80,195)
Cash flows from operating activities		683,729	652,580
CASH FLOWS FROM INVESTING ACTIVITIES
Payments on investments		(910,083)	(738,427)
Acquisition of companies and group investments		(10,934)	(7,611)
Incorporation of treasury from business combinations		2,636	225
Other Intangible assets	10-22	(95,702)	(84,558)
Property, plant and equipment	11-22	(787,441)	(587,095)
Net change of financial assets		(18,642)	(59,388)
Proceeds from divestments		28,685	7,893
Other intangible assets	10	6,452	1,474
Property, plant and equipment	11	22,233	6,419
Grants, donations and legacies received	19	1,549	1,731
Cash flows from investing activities		(879,849)	(728,803)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds and payments on equity instruments		(1,312)	(8,253)
Change in non-controlling interest	18	(2,108)	(6,282)
Translation differences in equity		796	(1,971)
Proceeds and payments on financial liabilities		705,732	216,690
Issue		1,065,345	1,226,928
Bonds and other securitites to trade		-	497,875
Interest-bearing loans and borrowings		1,057,136	659,357
Net change in credit facilities, discounted bills and factoring		-	53,828
Borrowings from related parties		62	5,092
Other borrowings		8,147	10,776
Repayment of		(359,613)	(1,010,238)
Bonds and other marketable securities		-	(807,875)
Interest-bearing loans and borrowings		(264,199)	(172,177)
Net change in credit facilities, discounted bills and factoring		(82,367)	-
Borrowings from related parties		(7,010)	(12,530)
Other borrowings		(6,037)	(17,656)
Payments on dividends and other equity instruments		(73,130)	(56,143)
Dividends	16-18-22	(73,130)	(56,143)
Cash flows from financing activities		631,290	152,294
Effect of changes in exchange rates		(5,395)	(1,583)
NET INCREASE/ DECREASE OF CASH OR CASH EQUIVALENTS		429,775	74,488

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR YEAR PERIOD ENDED DECEMBER 31, 2017

1. Activity and companies included in consolidation scope

GESTAMP AUTOMOCIÓN, S.A., (hereinafter, the "Parent Company") was incorporated on December 22, 1997. Its registered address is currently in the Industrial Park of Lebario in Abadiano (Biscay, Spain).

Its corporate purpose is to provide advisory and financing services and a link with the automobile industry for all its subsidiaries.

On August 2, 2012 the Parent Company registered the change of its legal name, from limited company to corporation, at the Biscay Commercial Registry. Additionally, since 7 April 2017 the shares of the company are listed in Madrid, Barcelona, Valencia and Bilbao stock exchanges.

The Parent Company, in turn, belongs to a larger group, headed by its majority shareholder Acek, Desarrollo y Gestión Industrial, S.L., formerly named Corporation Gestamp, S.L. The legal name change was adopted in the Extraordinary and Universal General Shareholders' Meeting on February 5, 2015, being executed in a public deed on the same day. The Parent Company carries out commercial and financial transactions with the companies of Acek, Desarrollo y Gestión Industrial Group 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 activities of the Parent Company and its subsidiaries (the Group) are focused on the design, development, and manufacturing of metal components for the automotive Industry via: stamping, tooling, assembly, welding, tailor welded blanks, die cutting and machinery. The Group also includes other companies dedicated to services such as research and development of new technologies.

Most of the Group's business is conducted 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.

Admission to trading of the shares of the Parent Company

Since April 7, 2017 Gestamp Automoción, S.A. shares are admitted to trading on Madrid, Barcelona, Valencia and Bilbao stock exchanges. There is no restrictions on transferability of the shares. The previous operations to the admission to trading of the shares of the Parent Company shares were as follows:

On March 7, 2017 the share capital of the company was reduced in the amount of 479,595.30 euros with the aim of constitute a restricted reserve, with no reimbursement

to shareholders. This operation implied the reduction of the nominal value of the 4,795,953 shares of the company in the amount of 0.10 euros per share, this also implied that the nominal value of every share changed to 60.00 euros per share. The restricted reserve mentioned above will be un-restricted only in case of reduction of the share capital.

After the share capital reduction, a share split operation was held on March 7, 2017. This operation implied a reduction in the nominal value of every share, from 60.00 euros to 0.50 euros, and the transformation of every former share in 120 new shares. The operation did not implied any change in share capital, and the share capital of the company is since then divided into 575,514,360 shares with a nominal value of 0.50 euros.

The admission to trading of the shares of the Parent Company was conducted by means of an IPO (Initial Public Offering) for institutional investors, amounting to 155,388,877 shares representing 27% of the share capital of the company. The operation also included an additional acquisition option for up to 15% of the initial offer, which was materialized in the sale of 1,199,561 additional shares that represents an additional 0.21% of Gestamp Automoción, S.A. share capital.

The IPO prospectus was approved by CNMV (Spanish securities and exchange authority) on March 23, 2017.

On April 5, 2017 the subscription period ended and the offering price was fixed at 5.60 euros per share. Consequently, at December 31, 2017 Gestamp Automoción, S.A. shares were admitted to trading on Madrid, Barcelona, Valencia and Bilbao stock exchanges.

JP Morgan Securities Plc., Morgan Stanley & Co. International Plc. and UBS Ltd. acted as lead underwriters for the initial public stock offering. The cost of the IPO amounted to 2,209 thousands of euros and were completely assumed by Gestamp Automoción, S.A., being accordingly booked in the company's Income Statement.

2. Consolidation scope

2.a Breakdown of consolidation scope

The breakdown of companies included in the consolidation scope, as well as information on the consolidation method applied, location, activity, direct or indirect shareholdings and their auditors, is specified in Annex I.

The companies that hold the indirect investments corresponding to December 31, 2017 and December 31, 2016 are specified in Annex II.

No significant subsidiaries have been excluded from the consolidation scope.

The closing of the financial year for the companies included in the consolidation scope is December 31, with the exception of the subsidiaries Gestamp Services India Private, Ltd., Gestamp Automotive India Private, Ltd, Gestamp Automotive Chennai Private Ltd. and Gestamp Pune Automotive Private Ltd, whose fiscal years close on March 31. However, an interim closing as at December 31 has been prepared for including these companies in the Consolidated Financial Statements at December 31, 2017 and December 31, 2016.

There are no significant restrictions in the capability of accessing to or using the assets or liquidate the liabilities from the subsidiaries included in the consolidation scope.

2.b Changes in consolidation scope

During 2017

In 2017, the companies MPO Providers Rezistent, S.R.L. (Romania), Gestamp Nitra, S.R.O. (Slovakia) and Almussafes Mantenimiento de Troqueles, S.L. (Spain) were acquired and included in consolidation scope by full consolidation method. Additionally, the companies Beyçelik Gestamp Teknoloji Kalip, A.S (Turkey), Gestamp (China) Holding, Co. Ltd. (China), Gestamp Autotech Japan K.K. (Japan) and Edscha Automotive Components (Chongqing), Co. Ltd. (China) were created and included in consolidation scope by full consolidation method (Note 3).

On January 1, 2017, after getting permission from National Commission on Markets and Competition, the subsidiary Gestamp Metalbages, S.A. acquires 60% shareholding in subsidiary Essa Palau, S.A., increasing its shareholding in this company from 40% to 100% .This transaction implied a change in consolidation method of the subsidiary, changing from equity method to full consolidation method (Note 3).

In addition, on March 9, 2017 the subsidiary changed its legal name to Gestamp Palau, S.A.

On January 1, 2017 the subsidiary Edscha Holding Gmbh. acquired a 10% of shareholding in subsidiary Jui Li Edscha Body Systems, Co. Ltd., thus increasing its shareholding in this company and its subsidiaries Jui Li Hainan Industry Enterprise, Co. Ltd. and Jui Li Edscha Holding, Co.Ltd. from 50% to 60%. All these companies were incorporated in consolidation scope by equity method, and after this transaction they are included using full consolidation method (Note 3).

On May 15, 2017 the subsidiary Beyçelik Gestamp Kalip, A.S. acquired to third parties a 48.4% shareholding in subsidiary Çelik Form Gestamp Otomotive, A.S. The acquisition price was 4,450 thousands of euros and after this operation the shareholding in the subsidiary mounted to 100%.

This transaction implied a change in shareholding with no change on control, and thus the difference between non-controlling interests (3,307 thousands of euros (Note 18) and the fair value of the remuneration paid (4,450 thousands of euros) was booked as consolidated equity (1,143 thousands of euros).

In 2017 also took place the merge operation between the subsidiaries Gestamp Metalbages, S.A. (the acquiring company) and Metalbages P-51, S.L. (the acquired company).

Finally, the subsidiaries Edscha Scharwaechter Mechanisms, S.A.P.I. de C.V. and Edscha Scharwaechter Mechanism Servicios Laborales S.A.P.I. de C.V changed their legal names to Edscha Automotive SLP, S.A.P.I. de C.V. and Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. respectively (Annex I). The company Bero Tools, S.L. also changed its legal name to Gestamp Tooling Erandio, S.L.

During 2016

On January, 2016 the company Çelik Form Gestamp Otomotive, A.S. was acquired and included in consolidation scope by full consolidation method (Note 3).

The following companies were created in 2016: Gestamp Washtenaw, Llc., Gestamp San Luis de Potosí, S.A.P.I. de C.V., Gestamp San Luis de Potosí Servicios Laborales, S.A.P.I. de C.V., Gestamp Auto Components (Tianjin) Co., Ltd., Gestamp 2017 S.L., Autotech Engineering (Shanghai) Co. Ltd.,

Gestamp Hot Stamping Japan K.K. and Global Laser Araba S.L. All these companies were incorporated into the consolidation scope by the full consolidation method except the last one which was incorporated by the equity method.

On March 31, 2016 the subsidiary Edscha Holding GmbH acquired an additional 40% shareholding in subsidiary Gestamp 2008 S.L. from the shareholder Ade Capital Sodical SCR, S.A. for 6,382 thousand euros, increasing its shareholding in this company from 60% to 100%.

Since this transaction implied a change in shareholding but maintaining control, the difference between the adjustment to the non-controlling interest (6,119 thousand euros (Note 18) and the fair value effectively paid (6,382 thousand euros) was directly recognized in equity (263 thousand euros).

Additionally, the increase in shareholding in Gestamp 2008 S.L. led to a rise in shareholding in their investees due to its previously held investments in several companies. This led to a transfer from Non-controlling interest to Retained earnings in the amount of 190 thousand euros (Note 18).

In 2016 100% shareholding in the company G. Finance Luxemburgo S.A. was sold, including its subsidiary S.G.F. S.A, generating profit for 240 thousand euros.

On a separate issue, the company Tavol Internacional SGPS, Lda. was dissolved.

3. Business combination

During 2017

Gestamp Palau, S.A.

On November 24, 2016 Gestamp Metalbages, S.A. acquired 60% of shares of Gestamp Palau, S.A. (Essa Palau, S.A. changed its legal name on March 9, 2017) to third parties, for the amount of 5,491 thousand euros. This amount included the acquisition price (23,373 thousands of euros) less the debt and interests owed to the subsidiary by these third parties (17,882 thousands of euros). The previously mentioned debt was fully paid by Gestamp Metalbages, S.A. to Gestamp Palau, S.A. in the name of these third parties by means of bank transfer.

The contract entered in to force on January 1, 2017 after National Commission on Markets and Competition approval (suspensory condition).

Prior to this transaction the Group held a 40% shareholding in Gestamp Palau, S.A., thus the subsidiary was consolidated using equity method previously to control takeover. The valuation to fair value of this previously held shareholding at the date of acquisition, led to a gain of 3,660 thousands of euros. This amount was booked under the heading Other operating income in the Consolidated Income Statement (Note 25.b).

Gestamp Palau, S.A. main activity is the manufacturing of automobile components for passenger cars.

The fair value of the assets and liabilities from Gestamp Palau, S.A. obtained from the inclusion balance sheet is as follows:

	Thousands of euros
Intangible assets (Note 10)	2
Property, plant and equipment (Note 11)
Plant and other PP&E	43,064
Non-current financial assets	5,440
Deferred tax assets (Note 23)	7,592
Inventories (Note 13)	3,207
Trade receivables	9,783
Current financial assets	1,074
Cash and cash equivalents	120
	70,282
Other non current liabilities	21,540
Deferred tax liabilities	134
Other current liabilities	5,309
Trade accounts payable	39,457
	66,440
Net assets	3,842
Fair value of 40% (first adquisition)	3,660
Provision for responsibilities prior to control takeover	(5,309)
Cost of 60% of consideration (control takeover)	5,491
Net effect business combination	-

The revenue and the income attributable to this business combination since the incorporation date to December 31, 2017 amounted to 61,867 thousand euros and 1,743 thousand euros of profit respectively.

The headcount of this business unit incorporated to Group was 254 approximately.

There were no significant costs associated to this transaction.

Jui Li Edscha Body System Co., Ltd.

On January 1, 2017 Edscha Holding GmbH acquired 10% of shares of Jui Li Edscha Body System Co, Ltd, to minority shareholders for the amount of 18,000 thousand Taiwanese dollars (543 thousand euros). This transaction implied the gain of control over the company and its subsidiaries Jui Li Edscha Hainan Industry Enterprise Co., Ltd. and Jui Li Edscha Holding Co., Ltd. As at December 31, 2017, the transaction price was totally disbursed.

The Group held a 50% stake on Jui Li Edscha Body System Co, Ltd., prior to transaction, thus the company was consolidated using equity method previously to control takeover. The valuation to fair value of this previously held shareholding at the date of acquisition, led to no significant profit.

Jui Li Edscha Body System Co., Ltd. main activity is the manufacturing of automobile components.

The fair value of the assets and liabilities from Jui Li Edscha Body System Co., Ltd. and its subsidiaries, obtained from the inclusion balance sheet is as follows:

	Thousands of euros
Intangible assets (Note 10)	177
Property, plant and equipment (Note 11)
Land and buildings	97
Plant and other PP&E	446
Inventories (Note 13)	2,173
Advances to suppliers	143
Trade receivables	2,743
Cash and cash equivalents	2,465
Other assets	44
Deferred tax assets (Note 23)	49
	8,337
Other non current liabilities	40
Non-current provisions (Note 20)	29
Trade accounts payable	2,825
	2,894
Net assets	5,443
Net attributable assets (60%)	3,266
Carrying amount of 50% (first adquisition)	2,713
Cost of 10% of consideration (control takeover)	543
Net effect business combination	10

The revenue and the income attributable to this business combination since the incorporation date to December 31, 2017 amounted to 9,095 thousand euros and 354 thousand euros of profit respectively.

The headcount of this business unit incorporated to Group was 93 approximately.

There were no significant costs associated to this transaction.

MPO Providers Rezistent, S.R.L.

On February 16, 2017 the subsidiary Beyçelik Gestamp Kalip, A.S. acquired 70% of shares of MPO Providers Rezistent, S.R.L. to non-controlling interests for the amount of 4,900 thousand euros. As at December 31, 2017, the amount was totally disbursed.

This business combination originated a 981 thousand euros Goodwill (Note 10).

The balance and P&L figures from this company are integrated in those of the Group since January 1, 2017.

MPO Providers Rezistent, S.R.L. main activity is the manufacturing of automobile components.

The fair value of the assets and liabilities from MPO Providers Rezistent, S.R.L. obtained from the inclusion balance sheet is as follows:

	Thousands of euros
Intangible assets (Note 10)	35
Property, plant and equipment (Note 11)
Land and buildings	1,461
Plant and other PP&E	3,814
Inventories (Note 13)	1,383
Trade receivables	3,435
Cash and cash equivalents	51
Other assets	6,103
	16,282
Other non current liabilities	2,198
Other current liabilities	178
Trade accounts payable	3,149
Other liabilities	6,560
	12,085
Net assets	4,197
Direct shareholding acquired	70.00%
Attributable net assets	2,938
Total consideration	4,900
Net effect business combination	1,962
Indirect shareholding	50.00%
Final net effect business combination	981

The revenue and the income attributable to this business combination since the incorporation date to December 31, 2017 amounted to 35,712 thousand euros and 850 thousand euros of profit respectively.

The headcount of this business unit incorporated to Group was 300 approximately.

There were no significant costs associated to this transaction.

Gestamp Nitra, S.R.O.

On February 19, 2016 the Parent Company acquired 100% of shareholding in the Company Gestamp Nitra, S.R.O. for the amount of 6.8 thousand of euros. The subsidiary was included in the consolidation scope in 2017.

There are no relevant effects related to this business combination.

Gestamp Nitra, S.R.O. main activity is the stamping and manufacturing of automobile components for passenger cars.

The revenue and the income attributable to this business combination since the incorporation date to December 31, 2017 amounted to 4,953 thousand euros and 55 thousand euros of profit respectively.

There were no significant costs associated to this transaction.

Almussafes Mantenimiento de Troqueles, S.L.

On November 24, 2016 Gestamp Metalbages, S.A. acquired 60% of shares of Gestamp Palau, S.A. to third parties, thus increasing its shareholding in this company from 40% to 100%. As a result of this transaction, the Group acquired the company Almussafes Mantenimiento de Troqueles, S.L. a solely held subsidiary of Gestamp Palau, S.A. This subsidiary was included in the consolidation scope in 2017.

There are no relevant effects related to this business combination.

Almussafes Mantenimiento de Troqueles, S.L main activity is the manufacturing and maintenance of dies.

The revenue and the income attributable to this business combination since the incorporation date to December 31, 2017 amounted to 2,515 thousand euros and 556 thousand euros of profit respectively.

There were no significant costs associated to this transaction.

During 2016

On January 29, 2016 the subsidiary Beyçelik Gestamp Kalip A.S. acquired a 51.60% shareholding in Çelik Form Gestamp Otomotiv, A.S. for 9,050 thousand euros. Of this amount, 6,750 thousand euros was already disbursed at December 31, 2016 and the outstanding payment for 2,300 thousand euros was disbursed on 2017.

The company is located in Bursa (Turkey) and its activity is stamping and manufacturing automobile components for passenger cars.

The initial goodwill amounted to 7,814 thousand euros. Nevertheless since Beyçelik Gestamp Kalip A.S. is a 50% investee with a non-controlling interest, such part of the said goodwill is attributable to non-controlling interest, so the final goodwill is 3,907 thousand euros (Note 10).

Similarly, the non-controlling interest initially incorporated for the not acquired percentage in Çelik Form Gestamp Otomotiv A.S. amounted to 1,159 euros (credit) but after attribution mentioned above the final balance is 2,748 thousand euros (debit) (Note 18).

The fair value of the assets and liabilities from Çelik Form Gestamp Otomotiv, A.S. obtained from the inclusion balance sheet is as follows:

	Thousands of euros
Intangible assets (Note 10)	57
Property, plant and equipment (Note 11)
Land and buildings	40
Plant and other PP&E	2,392
Inventories	1,651
Trade receivables	4,731
Cash and cash equivalents	225
Other assets	24
	9,120
Other non current liabilities	174
Current provisions (Note 20)	125
Other current liabilities	2,782
Trade accounts payable	3,136
Other liabilities	508
	6,724
Net assets	2,395
Direct shareholding acquired	51.60%
Attributable net assets	1,236
Total consideration	9,050
Net effect business combination	7,814
Indirect shareholding	50.00%
Final net effect business combination	3,907

The revenue and the income attributable to the business combination from the incorporation date to December 31, 2016 amounted to 16,722 thousand euros and 540 thousand euros of profit respectively.

The headcount incorporated from this business was around 166.

There were no significant costs associated to this transaction.

The main valuation criteria used in these statements for business combination fair value quantification, are as follows:

Intangible assets: measured at acquisition cost, which approximates to fair value.

Property, plant and equipment: valuations were based on an independent third party report. Market valuations served as the underlying criteria for the determination of fair value of Land and buildings.

Inventories of finished products: measured according to production cost, which also approximates to realizable value.

Other assets and liabilities: measured at nominal value.

4. Basis of presentation

4.1 True and fair view

The Consolidated Financial Statements for the period ended December 31, 2017 have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union and enacted in European Commission legislation in effect on December 31, 2017.

The Consolidated Financial Statements have been prepared on the basis of the accounting records of each Group company as at December 31, 2017 and December 31, 2016. 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 consolidation process in order to harmonize the policies and methods used and to adapt them to IFRS.

These Consolidated Financial Statements for year ended December 31, 2017 were authorized by the Board of Directors of Gestamp Automoción S.A. on February 26, 2018 for issue and submission to the Annual General Meeting where they are expected to be approved without modification.

The figures contained in these Consolidated Financial Statements are expressed in thousands of euros, unless otherwise indicated, and consequently they are susceptible to rounding.

4.2 Comparison of information

In 2017, the following companies were incorporated under the consolidation scope:

• MPO Providers Rezistent, S.R.L.
• Beyçelik Gestamp Teknoloji Kalip, A.S.
• Gestamp Nitra, S.R.O.
• Almussafes Mantenimiento de Troqueles, S.L.
• Gestamp (China) Holding, Co. Ltd.
• Gestamp Autotech Japan K.K.
• Edscha Automotive Components (Chongqing), Co. Ltd.

Additionally, the method used to include the following companies under the consolidation scope was modified (Note 2.b):

Gestamp Palau, S.A.

• Jui Li Edscha Body Systems, Co. Ltd.
• Jui Li Edscha Hainan Industry Enterprise, Co. Ltd.
• Jui Li Edscha Holding, Co. Ltd.

It also took place the merge operation between the subsidiaries Gestamp Metalbages, S.A. (the acquiring company) and Metalbages P-51, S.L. (the acquired company).

The company Çelik Form Gestamp Otomotiv, A.S. was incorporated in January 2016 and control was taken through the subsidiary Beyçelik Gestamp Kalip, A.S. (Note 2.b).

On December 2016 the company G. Finance Luxemburgo S.A. was sold including the interest in its subsidiary S.G.F., S.A. (Note 2.b).

4.3 Basis of consolidation

The Consolidated Financial Statements comprise the financial statements of the Parent Company and subsidiaries at December 31, 2017.

The Group controls a subsidiary if and only if it has:

• Power over the subsidiary (rights that give the ability to direct the relevant activities of the subsidiary)
• Exposure, or rights to variable returns from its involvement in the subsidiary and
• The ability to use its power over the subsidiary to affect the said variable returns.

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:

• Contractual agreements with other investors holding voting rights of the subsidiary
• Rights arisen from other contractual agreements
• Potential voting rights of the Group
• Power over relevant activities of the subsidiary

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.

The financial statement 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 to the Consolidated Financial Statements, being elaborated with the same accounting policies in a uniform and coherent procedure.

The profit of a subsidiary is attributed to non-controlling interest even if it means registering a receivable balance.

Changes in shareholding percentage that do not mean loss of control are reflected as an equity transaction. When the Group lose control of a subsidiary:

• Derecognizes assets (including goodwill) and liabilities of such subsidiary.
• Derecognizes carrying amount of non-controlling interests.
• Derecognizes the translation differences registered in Equity.
• Recognizes the fair value of the amount received for the operation.

• Recognizes the fair value of any retained investment.

• Recognizes any excess or deficit in the Consolidated Income Statement.

• Reclassifies the shareholding of the Parent Company in the items previously registered in Other Comprehensive Income to profit or to retained earnings, as appropriate.

Subsidiaries

The full consolidation method is used for companies included in the consolidation scope and controlled by the Parent Company. The Parent Company controls a subsidiary if and only if the Parent Company has all the following:

• I. Power over the subsidiary. The Parent Company has power when it has existing rights that give the ability to make decisions on their relevant activities, which affect, in a significant way, to the subsidiary returns
• II. Exposure, or rights, to variable returns from its involvement with the subsidiary; and
• III. The ability to use its power over the subsidiary to affect the amount of the Parent Company's returns.

Joint ventures

Interests in joint ventures are consolidated using the equity method until the date on which the Group ceases to have joint control over the venture.

A joint venture is an arrangement whereby the parties have joint control of the rights to the net assets of the joint venture. Joint control is the contractual agreement to share control and it exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

Joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities. Those parties are called joint operators.

The joint operations where the Group acts as joint operator are consolidated under interest in assets, liabilities, income and expenses.

Associates

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 the preparation of the accompanying Consolidated Financial Statements, significant influence is deemed to exist in investments in which the Group, directly or indirectly, holds over 20% of the voting power, and in certain instances where the Group's holding is less than 20%, but significant influence can be clearly demonstrated.

Translation of the Financial Statements of foreign operations

The assets and liabilities and income statements of foreign companies included in the Consolidated Financial Statements, whose functional currency is different from the presentation currency are translated to euro using the closing foreign exchange rates method as follows:

• The assets, rights, and liabilities of foreign operations are translated at the exchange rate prevailing at the Consolidated Balance Sheet date.
• Income and expenses are translated using the average exchange rate, as long as that average is a reasonable approximation of the cumulative effect of the actual exchange rates prevailing at the transactions dates.

The differences between the net book value of equity of the foreign companies converted using historical exchange rates and including the net result from the Profit and Loss Account, reflecting the above mentioned treatment of income and expenses in foreign currencies, and the net book value 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 in the Consolidated Balance Sheet (Note 17).

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. The net amount of translation differences in 2017 is 74.6 million euros of negative translation differences (8.6 million euros of positive translation differences in 2016).

The intercompany loans to subsidiaries whose repayment is not foreseen are considered permanent financing and thus they are considered equity.

At December 31, 2017 and December 31, 2016 neither the Parent Company nor the subsidiaries held equity units issued by the Parent Company.

The effect of changes in foreign exchange rates, when presenting the Statement of Cash Flows by indirect method, has been calculated considering an average for the year of Cash and cash equivalents and applying the change of foreign exchange rates at closing of each year.

Transactions between companies included in the consolidation scope

The following transactions and balances were eliminated in consolidation:

• Reciprocal receivables/payables and expenses/income relating to intra-Group transactions.
• Income from the purchase and sale of property, plant and equipment and intangible assets as well as unrealized gains on inventories, if the amount is significant.
• Intra-Group dividends and the debit balance corresponding to interim dividends recognized at the company that paid them.

Non-controlling interest

The value of non-controlling interest in the equity and profit (loss) for the year of subsidiaries consolidated by the full consolidation method is recognized in "Equity attributable to noncontrolling interest" in the Equity in the Consolidated Balance Sheet and in "Profit (loss) attributable to non-controlling interest" in the Consolidated Income Statement and in the Consolidated Statement of Comprehensive Income, respectively.

4.4 Going concern

The Group's management has drawn up these Consolidated Financial Statements on a going concern basis given its judgment 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 80% of its bank financing as at December 31, 2017, maturing over periods longer than twelve months (December 31, 2016: 79%).

At December 31, 2017, total available liquidity hold by the Group raised the amount of 1,788.5 million euros (1,168.1 million euros at December 31, 2016), including 860.2 million euros in cash and cash equivalents (430.5 million euros at December 31, 2016) and 5.4 million euros in securities portfolio (0.3 million euros at December 31, 2016). In addition, the Group had undrawn credit facilities amounting to 642.9 million euros at December 31, 2017 (457.3 million euros at December 31, 2016) and 280.0 million euros in an undrawn Revolving Credit Facility at December 31, 2017 and December 31, 2016. The aforementioned Revolving Credit Facility has maturity on July 15, 2022, different than other credit facilities that have maturity not later than 12 months.

4.5 Alternative management indicators

The Group uses a set of indicators in the decision making process since they allow a better analysis of their financial situation and they are widely used by investors, financial analysts and other interest groups. These indicators are not defined by IFRS and thus may not be comparable to similar indicators used by other companies.

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) EBITDA represents the operating profit before depreciation, amortization and impairment losses.

EBITDA at December 31, 2017 and 2016 was as follows:

	Thousands of euros
	2017	2016
Operating Profit Depreciation and amortization	484,729 405,147	462,622 378,528
	889,876	841,150

EBIT (Earnings Before Interest and Taxes) EBIT is the Operating Profit

Net Financial Debt

Net Financial Debt at December 31, 2017 and December 31, 2016 was as follows (Note 22):

	Thousands of euros
	2017	2016
Interest-bearing loans and borrowings and debt issues	2,710,880	1,967,599
Financial leasing	32,672	33,574
Borrowings from related parties	59,294	70,162
Other non-current financial liabilities	34,183	34,991
Total (Note 22)	2,837,029	2,106,326
Current financial assets	(78,896)	(43,228)
Cash and cash equivalents	(860,238)	(430,463)
Total	(939,134)	(473,691)
Net financial debt	1,897,895	1,632,635

CAPEX

CAPEX is calculated by adding the additions to Other intangible assets and to Property, plant and equipment.

CAPEX at December 31, 2017 and December 31, 2016 was as follows (Note 10.b and Note 11):

	Thousands of euros
	2017	2016
Additions to Other intangible assets Additions to Property, plant and equipment	95,702 700,307	83,581 641,185
	796,009	724,766

5. Changes in accounting policies

a) Standards and interpretations approved by the European Union and applied for the first time during the period

The accounting policies used in the preparation of these Consolidated Financial Statements are the same as the policies applied in the Consolidated Financial Statements as at 31 December 2016, except for the amendments to IAS 7 Statement of Cash Flows: information provided. These amendments requires entities to disaggregate all changes in liabilities due to financial activity, including derivative financial instruments and hedges (e.g. exchange gains and losses). This new information to be provided had been detailed in Note 22, and as it is allowed in IAS 7, the Group opted for not provide comparative information.

b) Standards issued by IASB but not yet effective this period.

The Group will not adopt the standards, interpretations and amendments to standards issued by IASB, that are not effective in the European Union at the date of issuance of these Consolidated Financial Statements until its official implementation. These to be implemented standards will not have a significant impact in the Consolidated Financial Statements, except for the following policies, interpretations and disclosures:

IFRS 9 - Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments that replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9.

IFRS 9 is effective for annual periods beginning on or after 1 January 2018. Except for hedge accounting, retrospective application is required. For hedge accounting, the requirements are generally applied prospectively, with some limited exceptions.

The Group plans to adopt the new standard by not reexpresing comparative information. During 2017, the Group has performed a high-level impact assessment of all three aspects of IFRS 9. This preliminary assessment is based on currently available information and may be subject to changes arising from further detailed analyses or additional reasonable and supportable information being made available in 2018 when the Group will adopt this standard.

The most relevant impact of IFRS 9 implementation in this Consolidated Financial Statements correspond to debt restructuring processes.

(a) Classification and measurement

The Group does not expect a significant impact on its balance sheet or equity on applying the classification and measurement requirements of IFRS 9, except for those aspects related to debt restructuring processes.

Loans as well as trade receivables are held to collect contractual cash flows and are expected to give rise to cash flows representing solely payments of principal and interest. The Group analysed the contractual cash flow characteristics of those instruments and concluded that all those instruments meet the criteria for amortized cost measurement under IFRS 9. Thus, no reclassification of those instruments is required.

Debt restructuring processes

Group financial debt with banks and credit institutions for the amount of 2,710,880 thousand euros (1,967,599 thousand euros at December 31, 2016) experienced some restructuring processes after the date on which was granted, as it is explained in Note 22. Taking into account these debt restructuration terms, the Group did not considered these modifications as relevant under IAS 39 requirements. Thus, the debt amount booked in the Consolidated Balance Sheet was adjusted to include restructuring fees and to update the effective interest rate.

IFRS 9 guidelines for this kind of debt restructuring processes is different from the above criteria, since it requires to adjust the debt balance registered in balance sheet by means of 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.

(b) Impairment

IFRS 9 requires the Group to record expected credit losses on all of its debt securities, loans and trade receivables, either on a 12-month or lifetime basis. The Group expects to apply the simplified approach and record lifetime expected losses on all trade receivables. The Group expects no significant impact due to customer's credit quality.

(c) Hedge accounting

The Group believes that all existing hedge relationships that are currently designated in effective hedging relationships will still qualify for hedge accounting under IFRS 9.

All things considered, the IFRS 9 adoption impact will be only linked to debt restructuring processes, and it is expected that this impact will be quantified as follows:

	Millions of
	euros
Liabilities	2017
Interest-bearing loans and borrowings	(106)
Deferred tax liabilities	26
Total liabilities	(80)
Positive impact on equity	80

IFRS 15 - Revenue from Contracts with Customers

IFRS 15 was issued in May 2014 and modified in April 2016. This standard establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

IFRS 15 implementation is required for annual periods beginning on 1 January 2018. Even they are not relevant, the Group analysed the impact on the amount and the time of recognition of the revenues. The specific circumstances related to this issue involving the Group are as follows:

(a) Performance obligations identification

The Group brings tooling services and pieces that are delivered to the customer over time, and not necessarily all of them at the same time. As a general point, Group contracts consist in non-previously determined service and pieces supply agreements, with possible additional orders from the customer.

(b) Allocation of the considerations

The Group negotiates with clients discounts or incentives, which result under IFRS 15 do not lead to significantly different results than those applied at the moment. Even if the agreement has an undetermined number of pieces to be produced, these discounts and incentives are discounted from expected future income.

(c) Revenue recognition

The Group recognizes revenue from pieces on a risk and profit transmission basis as required by IAS 18. Contrary to that criterion, IFRS 15 implies revenue recognition on control transmission basis. Relating to this issue, most of the pieces brought to customers do not have any alternative use, and considering all related circunstaces the Group has the right to receive the cost plus a margin.In accordance with that, the stocks of finished products and work in progress will be valuated at sale price and will be detailed in the Consolidated Balance Sheet under the heading Assets from contracts with customers.

(d) Presentation and disclosure requirements

IFRS 15 provides presentation and disclosure requirements, which are more detailed than under current IFRS. The presentation requirements represent a significant change from current practice and significantly increases the volume of disclosures required in Group's Consolidated Financial Statements. Many of the disclosure requirements in IFRS 15 are completely new and the Group estimated that the impact of some of these requirements would be significant. The Group expects that the notes to the Consolidated Financial Statements will be extended due to implementation of significative judgements disclosures: agreement duration identification, performance obligations identification.

In accordance with IFRS 15 requirements, the Group will disclose the operating revenue from contracts with customers in additional categories such as revenue nature, which will be disclosed between the different segments reported.

The expected IFRS 15 implementation quantified effect is as follows:

	Millions of
	euros
Assets	2017
Work in progress	(143)
Finished products	(124)
Assets from contracts with customers	284
Total assets	17
Liabilities	2017
Deferred tax liabilities	5
Total liabilities	5
Impact in equity	12
Retained earnings Non-controlling interest	11 1

IFRS 16 - Leases

IFRS 16 was issued in January 2016 and replaces the current lease contract regulation. Although, the standard includes two recognition exemptions for leases of 'low-value' assets and short-term leases, the lessee must recognize a liability for the future lease payments and an asset for the right of use of the leased item during the agreement lifetime. The lessee also must recognize separately the expenditure linked to the interests derived of the lease liability and the expenditure linked to the amortization of the right of use.

Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

IFRS 16 implementation is required for annual periods beginning on 1 January 2019. Lessees can chose between the total retroactive application of this standard or a retroactive modified transition. The transitional dispositions of the standard aloud some exceptions.

The Group will continue to evaluate the potential impact of IFRS 16 implementation in the Consolidated Financial Statements in 2018. This potential effect is expected to be significant taking into account the number of contracts detailed in Note 30.

IFRIC 22 - Foreign Currency Transactions and Advance Consideration

This interpretation clarifies the spot exchange rate to be used for assets initial recognition and income and losses (or a part of them) registration, originated when a non-monetary asset or liability was registered with an advanced payment. The date of transaction will be that of the initial recognition of the non-monetary asset or liability. In case of situations with several payments, the entity must determine the date of every advanced payment received. This interpretation could be applied completely retroactively. Alternatively, an entity could apply the interpretation prospectively to all assets, income and expenses included in this interpretation range initially recognized as or after:

• i. The begining of the first period of implementation of this interpretation, or
• ii. The begining of a previous period used as comparative information in the period of first implementation of this interpretation in the financial statements.

This interpretation is expected to be required for annual periods beginning on 1 January 2018 or later. The advanced application of this interpretation is allowed and must be disclousured. Taking into account that the Group usual practice is in line with this interpretation, there is no expected effect in the consolidated financial statements related to this issue.

IFRIC 23 – Uncertainty over Income Tax Treatments

IFRIC 23 clarifies the accounting for uncertainties over income taxes treatments under IAS 12. This interpretation not include levies and taxes out of IAS 12 scope, nor the treatment of tax penalties and interests related to this tax. The interpretation approach specifically to the following aspects:

• When an entity should consider uncertainty over tax separately.
• The hypothesis to be implemented about fiscal authority's tax treatment revision.
• How an entity should determine income for tax purposes, tax bases, tax loses to be compensated, tax deductions and tax rates.
• How an entity should consider changes in facts and circumstances.

Any entity must determine to consider every uncertainty over income tax separately or jointly with other uncertainties over income tax. The criterion to be applied is those that better clarifies the uncertainty linked to income tax. This interpretation is expected to be required for annual periods beginning on 1 January 2019 or later, and some exceptions are allowed during transitional period.

The Group will apply this interpretation since its implementation date. Taking into account that the Group operates in an international complex tax environment, the application of this interpretation might affect the consolidated financial statements and its disclosures. It also may be possible that the Group will need to implement new processes and procedures to obtain the necessary information to apply properly this interpretation.

6. Summary of significant accounting policies

6.1 Foreign currency transactions

Functional and presentation currency

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, as the Euro is the Group's presentation currency and the functional currency of the Parent Company.

Transactions in foreign currency different to the functional currency of each 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 recognized in the Consolidated Income Statement.

6.2 Property, plant and equipment

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.

Acquisition cost includes:

• Purchase Price.
• Discounts for prompt payment, which are deducted from the asset's carrying value.
• Directly attributable costs incurred to ready the asset for use.

Prior to the IFRS transition date (January 1, 2007), certain Group companies revalued certain items of property, plant and equipment as permitted under applicable legislation (Royal Decree-Law 7/1996, Basque Regional Law 6/1996 and several international laws). The amount of these revaluations is considered part of the cost of the assets as provided for under IAS 1.

At the transition date to EU-IFRS (January 1, 2007), Property, plant and equipment was measured at fair value at the said date, based on the appraisals of an independent expert, which generated a revaluation of Group assets (Note 11).

The carrying value of Property plant, and equipment acquired by means of a business combination is measured by 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 capitalized 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.

Ordinary repair or maintenance work is not capitalized.

An item of Property, plant and equipment is retired upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on retirement of the asset (calculated as the difference between the net disposal proceeds and the net carrying amount of the asset) is included in the Consolidated Income Statement in the year the asset is retired.

As permitted under revised IAS 23, borrowing costs directly attributable to the acquisition or development of a qualifying asset - an asset that takes more than one year to be ready for its intended use - are capitalized as part of the cost of the respective assets. The amount of the said capitalized costs is not significant.

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:

	Years of estimated useful life
	2017	2016
Builidings	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

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.

When the net book value of an individual item from Property, plant and equipment is higher than their recoverable value, impairment is considered and the value of the item is decreased to the recoverable value.

6.3 Business combinations and goodwill

Business combinations

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 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 as at the acquisition date, including the separation of derivatives implicit in the main contracts of the acquired company.

Goodwill

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.

For companies whose functional currency is different from the presentation currency, the value of the goodwill recognized is updated using the rate of exchange prevailing at the Consolidated Balance Sheet date, recognizing in Translation differences the differences between beginning and ending balances, according to IAS 21, considered to be belonging to the acquired business assets.

If the Parent Company's interest in the net fair value of the identifiable acquired assets, assumed liabilities, and contingent liabilities exceeds the cost of the business combination, the Parent Company reconsiders the identification and measurement of the assets, liabilities, and contingent liabilities of the acquired company, as well as the measurement of the cost of the business combination (even non-monetary) and recognizes any excess that continues to exist after this reconsideration in the Consolidated Income Statement.

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 cashgenerating 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 recognizes an impairment loss (Note 6.7).

6.4 Investment in associates and joint ventures

The Group has several participations in joint ventures, businesses over which the Group exercises joint control, where contractual agreements exist establishing joint control over the economic activities of the said companies. The contracts require that the agreement between the parties with respect to the operating and financial decisions be unanimous.

The Group also has participations in associates, businesses over which the Group has significant influence.

Participations in associates and joint ventures are accounted for using the equity method.

According to this method, the investment in an associate or a joint venture is initially recorded at cost. From the acquisition date on, the carrying amount of the investment is adjusted to reflect the changes of the investor's share of the net assets of the associate and the joint venture. The goodwill related to the associate or jointly controlled entity is included in the carrying amount of the investment and it is not amortized and no related impairment test is performed.

The share of the Group in profits of operations of the associate or joint venture is reflected in the Consolidated Income Statement. When there has been a change recognized directly in equity by the associate or joint venture, the Group recognizes its share of this change, when applicable, in the Consolidated Statement of Changes in Equity. Non-realized gains or losses resulting from transactions between the Group and the associate or joint venture corresponding to the share of the Group in the associate or joint venture are eliminated.

The share of the Group in profits of the associate or joint venture is reflected directly in the Consolidated Income Statement and it represents profit after taxes and non-controlling interests existing in subsidiaries of the associate or joint venture.

The financial statements of the associate and the joint venture are prepared for the same period as the Group; the required adjustments and reclassifications have been made in consolidation in order to harmonize the policies and methods used by the Group.

After using the equity method, the Group decides if impairment losses on the investment in the associate or joint venture have to be recognized. At the closing date the Group considers if there

are evidences of impairment of the investment in the associate or joint venture. If so, the impairment is calculated as the difference between the recoverable amount and the carrying amount of the associate or joint venture, and the amount of such impairment is recognized in "Share of profits from associates- equity method" in the Consolidated Income Statement.

When the significant influence of the Group in the associate or joint venture ceases, the Group recognises the investment at its fair value. Any difference between the carrying amount of the associate or joint venture at the moment of loss of significant influence and the fair value of the investment plus the income for sale, is recognized in the Consolidated Income Statement.

6.5 Other intangible assets

Other intangible assets acquired by the Group are measured at cost less accumulated amortization and any accumulated impairment losses.

An intangible asset is recognized only if it is probable that it will generate future benefits for the Group and that its cost can be reliably measured.

Research and development costs

Research costs are expensed as incurred.

Development expenditure is capitalized when the Group can demonstrate:

• The technical feasibility of completing the intangible asset so that it will be available for use or sale;
• Its intention to complete and its ability to use or sell the resulting asset;
• Its ability to use or sell the intangible asset;
• The economic and commercial profitability of the project is reasonably ensured;
• The availability of adequate technical and financial resources to complete and to use or sell the resulting asset; and
• Its ability to measure reliably the expenditure during development.

Capitalized development costs are amortized over the period of expected future benefits, no more than 6 years.

At December 31, 2017 and December 31, 2016, there are no intangible assets related to development costs capitalized more than one year prior and whose amortization was not started.

Concessions, patents, licenses, trademarks, et al.

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 amortization. Amortization 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

Software is measured at acquisition cost.

Software acquired from third parties and capitalized is amortized over its useful life, which in no instance will exceed 5 years.

IT maintenance costs are expensed as incurred.

6.6 Financial assets

Financial assets are initially measured at fair value plus any directly attributable transaction costs, except financial assets at fair value with changes through profit and loss where transaction costs are registered in the Consolidated Income Statement.

The Group classifies its financial assets, current and non-current, into the following categories:

• Financial assets at fair value with changes through profit and loss (held for trading).
• Held-to-maturity investments.
• Loans and receivables.
• Available-for-sale financial assets.
• Investments in associates accounted for using the equity method.

Classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets upon initial recognition and reassesses this designation at each year end.

Financial assets at fair value with changes through profit and loss

These are financial assets held for trading. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments, except those designated as hedging instruments in an effective hedge.

They are classified as non-current assets, except for those maturing in less than 12 months, and they are carried on the balance sheet at fair value. Changes in value of these assets are recognized in the Consolidated Income Statement as Financial income or expenses.

Fair value is the market price at the Consolidated Balance Sheet date.

Held-to-maturity investments

Financial assets with fixed or determinable payments and fixed maturities are classified as held-tomaturity when the Group has the positive intention and ability to hold them to maturity.

They are classified as non-current, except for those maturing in less than 12 months from the balance sheet date. They are carried at amortized cost using the effective interest method, less any impairment charges.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. They are classified as current, except for those maturing in more than 12 months from the balance sheet date.

They are carried at amortized cost using the effective interest method, less any impairment charges.

Available-for-sale financial assets

These are financial assets that are designated as available-for-sale or are not classified in any of the three preceding categories. They are classified as non-current unless management plans to dispose of them within 12 months from the Consolidated Balance Sheet date.

They are measured at fair value at the Consolidated Balance Sheet date. Unrealized gains or losses are recognized in Retained earnings until the investment is retired or impaired, at which time the cumulative gain or loss recorded in equity is recognized in the Consolidated Income Statement.

Investments in associates accounted for using the equity method

Investments in associates or joint ventures, companies in which the Group has significant influence, are accounted for using the equity method (Note 6.4).

Derecognition of financial instruments

The Group retires a transferred financial asset from the Consolidated Balance Sheet when it has transferred its rights to receive cash flows from the asset or, retaining these rights, when the Group has assumed a contractual obligation to pay the cash flows to a third party, and the Group has transferred substantially all the risks and rewards of ownership of the asset.

If the entity has retained substantially all the risks and rewards of ownership of the transferred asset, the entity does not retire the transferred asset from its balance sheet and recognizes a financial liability for the consideration received. This financial liability is subsequently measured at amortized cost. The transferred financial asset continues to be measured using the same criteria as prior to the transfer. In subsequent periods, the Group recognizes any income on the transferred asset and any expense incurred on the financial liability in the Consolidated Income Statement. Such income and expense are not offset.

6.7 Impairment of assets

Impairment of non-financial assets

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.

A relevant decrease in EBITDA compared to the previous year or a relevant decrease of EBITDA in the following years forecast or any other qualitative factor that may affect the Cash-Generating Unit are considered indications of impairment. In the case of capitalized Research and Development Expenses, not obtaining the expected return is considered an indication 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.

When the carrying amount of a group of assets or CGU exceeds its recoverable amount, an impairment loss is recognized 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. Those budgets and previsions refer to a five-year period and for longer periods a long-term growth rate is calculated and used for estimating cash-flows after the fifth year.

The impairment losses from continued operations, including impairment of inventories, are registered in the Consolidated Income Statement in the expenses related to the function of the impaired asset.

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.

A previously recognized impairment loss is reversed, with the reversal recognized in the Consolidated Income Statement, if there has been a change in the assumptions used to determine the asset's recoverable amount. The restated recoverable amount of the asset cannot exceed the carrying amount that would have been determined had no impairment loss been recognized.

The following assets present specific characteristics when assessing their impairment:

Consolidation goodwill

Impairment test of goodwill is carried out on year end basis, and when there is also evidence that goodwill may be impaired.

The impairment test for the 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.

Intangible assets

The Group has implemented annual procedures to test intangible assets with indefinite useful life for impairment. These assessments are carried out for each of the CGUs or groups of CGUs, as well as when there is evidence that intangible assets may be impaired.

Impairment of financial assets

The reduction in the fair value of available-for-sale financial assets that has been recognized directly in equity when there is objective evidence of impairment must be recognized in the Consolidated

Income Statement for the year. The cumulative loss recognized in the Consolidated Income Statement is measured as the difference between the acquisition cost and current fair value.

Once an equity investment classified as available-for-sale has been impaired, any increase in value is registered in "Other comprehensive income" with no effect on the profit or loss for the year.

In the case of debt instruments classified as available-for-sale assets, if the fair value of an impaired debt instrument subsequently increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in the Consolidated Income Statement, the impairment loss would be reversed through the Consolidated Income Statement.

The recoverable amount of held-to-maturity investments and loans and receivables carried at amortized cost is calculated as the present value of the expected future cash flows discounted at the original effective interest rate. The carrying amount of the asset is reduced through use of an allowance account and the amount of the loss is recognized in the Consolidated Income Statement. Current investments are not discounted to present value.

Impairment losses on loans and receivables carried at amortized cost are reversed if the subsequent increase in the recoverable amount can be objectively related to an event occurring after the impairment loss was recognized.

6.8 Assets and liabilities held for sale and discontinued operations

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.

At December 31, 2017 and December 31, 2016 there are no assets nor liabilities in this category and no profit from discontinued operations.

6.9 Trade and other receivables

Accounts receivable from customers are measured in the accompanying Consolidated Balance Sheet at nominal value.

Discounted bills pending maturity at year end are included in the accompanying Consolidated balance sheet under "Trade receivables," with a balancing entry in "Interest-bearing loans and borrowings". The balances transferred to banks as Non-Recourse Factoring are not included in "Trade receivables" since all risks related to them, including bad and past-due debt risks, have been transferred to the bank (Note 14.a).

The Group recognizes impairment allowances on balances past-due over certain periods, or when other circumstances warrant their classification as impaired.

6.10 Inventories

Inventories are valued at the lower of acquisition or production cost and net realizable 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 recognized value is written down to net realizable value (selling price less estimated costs of completion and sale).

6.11 Tools made to customer order

A construction contract is a contract specifically negotiated with a customer for the construction of an asset or a combination of assets that are closely interrelated or interdependent in terms of their design, technology and function or their ultimate purpose or use.

When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs associated with the construction contract are recognized by reference to the stage of completion of the contract activity at the Consolidated Balance Sheet date (Note 6.18).

When the outcome of a construction contract cannot be estimated reliably, revenue is recognized to the extent that contract costs incurred are expected to be recoverable.

Based on its experience and Group estimates, with rare exceptions, management does not expect to incur losses, which have not been recognized in these Consolidated Financial Statements, on the definitive settlement of the tool manufacture contracts in progress at December 31, 2017.

In the exceptional cases where there are contract costs that may not be recovered, no revenue is recognized and all amounts of such costs are recognized in the Consolidated Income Statement as an expense immediately.

Customer advances received reflect billing milestones and not necessarily the stage of completion of the contract.

Tools-in-progress measured using the stage of completion method are recognized under "Trade receivables" net of customer advances with a balancing entry to "Revenue from tool sales".

6.12 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with short-term, highly liquid investments that are subject to an insignificant risk of changes in value. An investment is considered a cash equivalent when it has a maturity of three months or less from the date of acquisition or establishment.

6.13 Government grants

Government grants are recognized at fair value where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.

When the grant relates to an asset, it is recognized as "Deferred Income" in the Consolidated Balance Sheet and released to income over the expected useful life of the related asset.

When the grant relates to expenditure items, it is recognized directly in the Consolidated Income Statement as income.

6.14 Financial liabilities (trade and other payables and borrowings)

Financial liabilities are initially recognized at fair value less attributable to transaction costs except financial liabilities at fair value through profit and loss. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized 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, cancelled or expires.

When non-controlling interests have an option to sell their shares or investments to the Group, it is assessed whether there is present access to the ownership of the shares by the Group due to the conditions inherent to the option. The Group has no non-controlling interests with option to sell their shares where the Group has present access to the ownership of the shares.

When the conditions of the sale option of the non-controlling interest do not give the Group present access to economic profit from the shares or investments, a partial recognition of non-controlling interest is registered. At first stage a financial liability is registered and reclassified to noncontrolling interest. Any excess in the fair value of the liability related to the option with respect to the percentage corresponding to non-controlling interest is directly registered in equity attributable to the Parent Company. No amount is registered in the Consolidated Income Statement related to the subsequent accounting of the financial liability. Until the option is exercised, the same accounting will be carried out at each closing and the financial liability will be cancelled against the amount paid to non-controlling interest. If the option was not exercised, the financial liability would be cancelled against non-controlling interest and the corresponding equity attributable to the Parent Company in the same way as initially registered (Note 22.d).

6.15 Provisions and contingent liabilities

Provisions are recognized when the Group has a present obligation (legal or implicit) as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

Provisions are reviewed at each Consolidated Balance Sheet date and adjusted to reflect the current best estimate of the liability.

Headcount restructuring provisions are stated at the amount of expenses expected to arise from the restructuring and any other expenses not associated with the entity's day-to-day business.

Headcount restructuring provisions are only recognized when there is a formal plan identifying the affected business, the main locations affected, and the employees to receive redundancy payments, the outlays to be incurred, when it will be implemented, and when the entity has raised a valid expectation that it will carry out the restructuring and those affected have been informed.

The provisions are determined by discounting expected future cash outlays using the pre-tax market rate and, where appropriate, the risks specific to the liability. This method is only applied if the effects are significant. When discounting is used, the increase in the provision due to the passage of time is recognized as a financial expense.

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.

6.16 Employee benefits

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 postemployments benefit plans other than defined contribution plans.

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 recognized in profit and loss according to the accrual principle.

The amount registered in the Consolidated Income Statement at December 31, 2017 was 5.5 million euros (December 31, 2016: 6.1 million euros) (Note 26.b).

Defined benefit plans

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 recognized in OCI (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 recognized in profit and loss are:

• Current service cost.
• Any past service cost and gains or losses upon payment.
• Net interest on the net defined benefit liability (asset), which is determined by applying the discount rate to the net defined benefit liability (asset).

The past service costs will be recognized 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 recognizes related restructuring costs or benefits of termination.

The net defined benefit liability (asset) is the deficit or surplus, detailed below, 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:

• The present value of the defined benefit obligation.
• Less the fair value of plan assets with which obligations are directly cancelled.

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.

Indemnities

Indemnities to pay to employees dismissed through no fault of their own are calculated based on years of service. Any expenses incurred for indemnities are charged to the Consolidated Income Statement as soon as they are known.

6.17 Leases

Leases in which all the risks and benefits associated with ownership of the asset are substantially transferred are classified as finance leases.

Assets acquired under financial lease arrangements are recognized, based on their nature, at the lower of the fair value of the leased item and the present value of the minimum lease payments at the outset of the lease term. A financial liability is recognized for the same amount. Lease payments are apportioned between finance charges and reduction of the lease liability. Leased assets are depreciated, impaired, and retired using the same criteria applied to assets of a similar nature.

Leases where the lessor substantially retains all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in the Consolidated Income Statement on a straight-line basis over the lease term.

6.18 Revenue and expense recognition

Revenue and expenses are recognized when products are delivered or services are provided, regardless of when actual payment or collection occurs.

Revenue is recognized at fair value of the balancing entry, defining fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

For those contracts according to stage of completion and when profit cannot be reliably estimated, revenue is recognized only to the extent where costs are recoverable and costs are recognized as expenses of the year when occurred.

Revenue includes:

• Sale of goods: Revenue from the sale of goods is recognized when the following conditions have been met:
  • o The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
  • o The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
  • o The amount of revenue can be measured reliably;
  • o It is probable that the economic benefits associated with the transaction will flow to the Group.
  • o The costs incurred or to be incurred in respect of the transaction can be reliably measured.
• Manufacture of tools and machinery for third party sale and rendering of services: the Group uses the stage of completion method for sales of tools and machinery because buyer can specify the most important structural elements in the design of tools before construction starts, as well as the most relevant structural changes (Note 6.11).
• Interest, royalties, and dividends: interest revenue is recognized 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).

Royalties are recognized on an accrual basis in accordance with the substance of the relevant agreement.

Dividends are recognized when the shareholder's right to receive payment is established.

Expenses are recognized when there is a decrease in the value of an asset or an increase in the value of a liability that can be measured reliably, and they are recognized during the period in which they are incurred.

6.19 Income tax

The income tax recognized in the Consolidated Income Statement includes current and deferred income tax.

Income tax expense is recognized in the Consolidated Income Statement except for current income tax relating to line items in equity, which is recognized in equity and not in the income statement.

Current tax

Current tax expense is the amount of income taxes payable in respect of the taxable profit for the year and is calculated based on net profit for the year before deducting tax expense (accounting profit), increased or decreased, as appropriate, by permanent and temporary differences between accounting and taxable profit as provided for in prevailing tax legislation.

Tax credits

The carry forward of unused tax credits and tax losses is recognized as a reduction in tax expense in the year in which they are applied or offset, unless there is reasonable doubt as to their realization, in which case they are not capitalized and are considered as a decrease in income tax expense in the year in which they are applied or offset.

Temporary differences

Deferred tax liabilities: a deferred tax liability is recognized for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction which is not a business combination and which, at the time of the transaction, affects neither the accounting nor the fiscal result.

Deferred tax assets: a deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination and which, at the time of the transaction, affects neither the accounting nor the fiscal result.

6.20 Derivative financial instruments and hedges

The Parent Company has arranged cash flow (interest rate) hedges through entities that operate on organized 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.

These financial derivatives hedging cash flow are initially recognized in the Consolidated Balance Sheet at acquisition cost and, subsequently, they are marked to market.

Any gains or losses arising from changes in the market value of derivatives in respect of the ineffective portion of an effective hedge are taken directly to the Consolidated Income Statement, while gains or losses on the effective portion are recognized in "Effective hedges" within "Retained earnings" with respect to cash flow hedges. The cumulative gain or loss recognized in equity is taken to the Consolidated Income Statement when the hedged item affects profit or loss or in the year of disposal of the item.

Derivatives are recognized as assets when the fair value is positive and as liabilities when the fair value is negative.

In addition, the Group had a debt instrument (US dollar bonds) until June 17, 2016 to cover the exposure to exchange rate risk of the investments in subsidiaries whose functional currency is US dollar (Note 22.b.2).

Hedges of net investments in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, shall be accounted for similarly to cash flow hedges.

The ineffective portion of the bonds' exchange differences are recognized in the Consolidated Income Statement and the effective portion in Translation differences (Consolidated Equity).

After cancellation of the debt instrument issued and considered hedge of net investment, the balance considered translation differences will stay in this heading until derecognition of the investment of the foreign operation. At the moment, the accumulated loss or gain in this heading is transferred to the Consolidated Income Statement.

6.21 Related parties

The Group considers as Related Parties: direct and indirect shareholders, companies over which they have significant influence or joint control, companies accounted for under the equity method and their officers.

Companies not belonging to the Group but belonging to the major shareholder of the Parent Company, with control or significant influence, are also considered related parties.

6.22 Environmental expenses

Expenses relating to decontamination and restoration work in polluted areas, as well as the elimination of waste and other expenses incurred to comply with the environmental protection legislation, are registered in the year they are incurred, unless they correspond to the acquisition cost of assets to be used over an extended period. In this case, they are recognized in the corresponding heading under "Property, plant and equipment" and are depreciated using the same criteria described in Note 6.2.

Estimable amounts of contingent liabilities for environmental issues, if any, would be provisioned as a liability in the Consolidated Balance Sheet.

7. Significant accounting judgments, estimates and assumptions

The preparation of the accompanying Consolidated Financial Statements under IFRS requires management to make judgments, estimates and assumptions that affect the Consolidated Balance Sheet and the Consolidated Income Statement. The estimates that have a significant impact are as follows:

Impairment of non-financial assets

There is impairment when the carrying amount of an asset or a cash-generating unit (CGU) is higher than its recoverable value, which is the higher of its recoverable value less costs of sale and its value in use.

For CGUs with a goodwill or an asset with indefinite useful life assigned, an impairment test is carried out every year by calculating the recoverable value through the value in use. The calculation is based on the discounting of cash flows. Cash flows are obtained from the most conservative budget for the next five years and they do not include uncommitted restructuring activities or the significant future investments which will increase the output of the asset related to the cashgenerating unit under analysis. The recoverable amount is very sensitive to the discount rate used for discounting cash flows, to the expected future inflows and to the growth rate used for extrapolating them.

The key assumptions used for calculating the recoverable amount of the cash-generating units as well as the sensitivity analysis are further detailed in Note 6.7 and Note 10.

For calculating the value at perpetuity for the method of discounting cash-flows, a normalized year with all reasonable and recurrent in the future hypotheses is used.

For the remaining CGUs with no goodwill assigned but including significant non-current assets, an impairment test is carried out only when there is evidence of impairment according to indicators detailed in Note 6.7.

Revenue recognition and the stage of completion

The Group estimates the stage of completion of certain services to customers such as die design and tooling. The stage of completion is determined by the incurred costs with respect to the total expected costs, including certain assumptions regarding the total costs according to historic experience.

Pension benefits

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. They include the 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.

The most changing parameter is the discount rate. To calculate the proper discount rate the Management uses the interest rate of 10-year bonds and extrapolates them over the underlying curve corresponding to the expected maturity of the obligation for defined benefit plans. In addition, the quality of the underlying bonds is reviewed. Those bonds with excessive credit spreads are excluded from the analysis as they are not considered to be of a high credit rating.

Mortality rate is based in public mortality tables from the specific country. These tables use to change only in intervals according to demographic changes. Future salary increases and future pension increases are based on future expected inflation rates for each country.

Further details on assumptions considered and a sensitivity analysis are included in Note 21.

Taxes

Deferred tax assets are recognized 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 utilized. The deferred tax asset to be registered depends on important judgments by Management according to a reasonable 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 with loss history, which cannot be used to offset future tax profits from other group companies and when there are no taxable temporary differences. Notes 23 and 28 include more detailed information about taxes and tax receivables not recognized for accounting purposes.

Revision of useful lives

Useful life of tangible fixed assets is determined according to the expected use of the asset as well as the past experience of use and duration of similar assets. In the 2016 review, the Group analyzed the current use of certain property, plant and equipment. This review was based on the analysis of an independent third party. The total cost of items whose useful life was reviewed was 2,205 million euros.

If this revision had not been carried out, the impact in the Consolidated Income Statement in 2016 would have been higher depreciation expenses in the amount of 12.5 million euros.

Useful life of intangible assets without finite useful life (including capitalized development expenses) is calculated according to internal analysis where useful life is no longer than 6 years and recovery is linear according to the pattern of consumption representing the production of operating plants.

Fair value of financial instruments

When fair value of financial assets and liabilities cannot be obtained from quoted prices in active markets it is calculated by valuation techniques which include the model of discounting cash flows. The required data are obtained from observable markets when possible and when not, some value judgments are made in order to establish reasonable values. Judgments refer to liquidity risk, credit risk and volatility. Changes in assumptions related to these factors may affect the reasonable value of financial instruments reported (Note 12 and Note 22.b.1).

Assessment of gain of control in subsidiaries

According to IFRS 10, currently in force, the Group Management assess the existence of control of significant companies with 50% shareholding, like Beyçelik Gestamp Kalip, A.S. and Gestamp Automotive India Private Ltd.

Regarding Beyçelik Gestamp Kalip, A.S., non-controlling interests are third parties external to Gestamp Automoción Group and over whom the shareholders of the Parent Company have no control.

Regarding Gestamp Automotive India Private Ltd. 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.

Although board members are elected according to shareholding percentage, it is considered there is control over this company according to the following circumstances related to the most important activities:

• 1. Car manufacturers require from their suppliers the capability to reach and maintain quality standards across a wide geographic presence in order to negotiate global supply.
• 1. Accordingly, the most important activities for a supplier in this sector are as follows:
  2. a. Continuous investment in technological research and development to satisfy customer requirements.
  3. b. Global negotiation for approval and homologation of every component comprising a product, as well as management of prices.
  4. c. All activities aimed to achieve excellent quality of components.

All these activities are carried out by the Group given that the other shareholder does not possess those capacities.

1. In this sense, the subsidiary technologically depends on the Group. Research and Development activities are fully carried out by the Group and the technology is provided to the subsidiary according to the agreement signed with the shareholders. Accordingly, Beyçelik Gestamp Kalip A.S. has right to use but no intellectual property. The technology of hot stamping currently used by the subsidiary is exclusive property of the Group.

2. In order to prove this excellence, an OEM supplier needs to be accredited as a Tier 1 supplier (high quality supplier) by the car manufacturer. The subsidiary could not obtain this certification if they did not belong to the Group.

Regarding Gestamp Automotive India Private Ltd, the Group has designated 4 board members of this company out of a total of 6 members, so the Group is capable of carrying out the relevant activities.

8. Changes in significant accounting policies and estimates and restatement of errors

Changes in accounting estimates:

The effect of a change in an accounting estimate is recognized in the same Consolidated Income Statement heading in which the associated income or expense was recognized under the former estimate.

Changes in significant accounting policies and restatement of errors:

Changes in accounting policies and restatement of errors are recognized to the extent they are significant: the cumulative effect of the change at the beginning of the period is recognized by restating "Retained earnings" while the period-specific effect of the change is recognized in the Consolidated Income Statement for the year. In these instances, the prior year's balances are also restated to maintain comparability of information.

9. Segment reporting

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.

Operating segments identified by the board of directors of the Group are based on a geographical approach. The segments and countries included are as follows:

-Western Europe

• o Spain
• o Germany
• o United Kingdom
• o France
• o Portugal
• o Sweden
• o Luxembourg
• • Eastern Europe
  • o Russia
  • o Poland
  • o Hungary
  • o Czech Republic
  • o Slovakia
  • o Turkey
  • o Romania

• • Mercosur
  • o Brazil
  • o Argentina
• • North America
  • o USA
  • o Mexico
• • Asia
  • o China
  • o South Korea
  • o India
  • o Thailand
  • o Japan
  • o Taiwan

Each segment includes the activity of Group companies located in countries belonging to the segment.

The Board of Directors of the Group managed the operating segments corresponding to continuing activities basically according to the evolution of the main financial indicators from each segment such as revenue, EBITDA, EBIT and fixture investments. Financial income and expenses, as well as income tax, and the allocation of profit to non-controlling interests are analyzed together at Group level since they are centrally managed.

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 and additionally they show similar long-term financial performance and they belong to the same economic environment.

Segment information for 2017 and 2016 is as follows:

	Thousands of euros
	2017
ITEM	WESTERN EUROPE	EASTERN EUROPE	MERCOSUR	NORTH AMERICA	ASIA	TOTAL
NON-CURRENT ASSETS
Goodwill	73,291	19,582	8,982	2,890	12	104,757
Other intangible assets	236,941	10,987	4,729	23,514	33,769	309,940
Property, plant and equipment	1,274,953	516,425	246,180	851,777	518,444	3,407,779
Non-current financial investments	41,766	30	2,737	8,512	16,382	69,427
Deferred tax assets	152,092	22,573	28,058	53,570	9,506	265,799
Total non-current assets	1,779,043	569,597	290,686	940,263	578,113	4,157,702
WORKING CAPITAL
Inventories	254,841	78,917	59,285	168,605	119,674	681,322
Trade and other receivables	692,296	189,535	53,930	140,831	299,117	1,375,709
Other current assets	5,940	11,520	10,036	37,656	5,905	71,057
Trade and other payables	(1,030,507)	(195,960)	(72,260)	(231,014)	(284,332)	(1,814,073)
Provisions	(5,050)	(3,616)	(1,107)	(237)	(1,713)	(11,723)
Other current liabilities	(1,377)	(1,190)	-	(423)	(4)	(2,994)
Other current debt	(59,109)	(4,250)	(12,014)	(24,660)	(29,920)	(129,953)
Total working capital	(142,966)	74,956	37,870	90,758	108,727	169,345

	Thousands of euros
	2017
ITEM	WESTERN	EASTERN	MERCOSUR	NORTH AMERICA	ASIA	TOTAL
	EUROPE	EUROPE
Revenue	4,011,171	1,043,441	562,316	1,482,798	1,101,845	8,201,571
EBITDA	423,876	122,842	59,530	123,208	160,420	889,876

	Thousands of euros
	2016
ITEM	WESTERN EUROPE	EASTERN EUROPE	MERCOSUR	NORTH AMERICA	ASIA	TOTAL
NON-CURRENT ASSETS
Goodwill	74,345	22,835	10,422	2,890	12	110,504
Other intangible assets	211,566	9,084	5,266	23,408	33,136	282,460
Property, plan and equipment	1,206,745	450,511	272,388	729,639	500,731	3,160,014
Non-current financial investments	46,747	36	10,980	9,667	28,084	95,514
Deferred tax assets	164,584	18,792	28,983	48,824	12,256	273,439
Total non-current assets	1,703,987	501,258	328,039	814,428	574,219 -	3,921,931
WORKING CAPITAL
Inventories	243,881	83,395	63,870	126,637	113,114	630,897
Trade and other receivables	631,866	169,093	54,882	230,882	290,166	1,376,889
Other current assets	3,362	5,740	3,487	12,897	754	26,240
Trade and other payables	(856,615)	(180,663)	(64,640)	(254,684)	(264,823)	(1,621,425)
Provisions	(9,380)	(3,300)	(1,560)	(129)	(3,703)	(18,072)
Other current liabilities	682	(600)	-	(3,580)	(12)	(3,510)
Other current debt	(152,340)	(10,409)	(16,537)	(84,416)	(27,118)	(290,820)
Total working capital	(138,544)	63,256	39,502	27,607	108,378	100,199

	Thousands of euros
	2016
ITEM	WESTERN	EASTERN	MERCOSUR NORTH AMERICA
	EUROPE	EUROPE			ASIA	TOTAL
Revenue	3,704,113	859,490	401,365	1,546,104	1,037,866	7,548,938
EBITDA	378,044	95,614	23,198	167,183	177,111	841,150

Recurrent operating activities between subsidiaries of different segments are not significant.

The heading "EBITDA" from each segment includes the costs of Group corporate services according to:

• a) The criteria for distribution of management costs as per global agreements signed by Group companies.
• b) The agreements for rendering specific services signed by certain Group companies.

The additions of Other intangible assets (Note 10.b) by segments are as follows:

	Thousands of euros
Segment	2017	2016
Western Europe	66,670	60,870
Eastern Europe	3,830	4,053
Mercosur	2,227	1,828
North America	8,704	7,818
Asia	14,271	9,012
Total	95,702	83,581

The additions of Property, plant and equipment (Note 11) by segments are as follows:

	Thousands of euros
Segment	2017	2016
Western Europe	195,741	188,840
Eastern Europe	105,819	94,571
Mercosur	25,386	54,969
North America	264,212	227,493
Asia	109,149	75,312
Total	700,307	641,185

In 2017, the three customers representing the highest contribution to sales represent the 48.1% of revenue (2016: 44.5%) and each of them represents more than 10% of revenue for the same period (2016: 10%).

10. Intangible assets

a) Goodwill

The change in goodwill in 2017 and 2016 is as follows:

		Thousands of euros
		At December 31,		Currency translation At December 31,
Segment / CGU		2016	Additions	differences	2017
Western Europe
	Gestamp HardTech AB	39,951	-	(1,053)	38,898
	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
Eastern Europe
	Beyçelik Gestamp Kalip, A.S.	19,356	-	(3,582)	15,774
	Gestamp Severstal Vsevolozhsk, Llc	117	-	(8)	109
	Çelik Form Gestamp Otomotive, A.S.	3,362	-	(622)	2,740
	MPO Providers Rez. S.R.L.	-	981	(22)	959
Mercosur
	Gestamp Brasil Industria de Autopeças, S.A.	10,422	-	(1,440)	8,982
Asia
	Gestamp Services India Private, Ltd.	12	-	(1)	11
Total		110,504	981	(6,728)	104,757

Additions in 2017 correspond to the acquisition of MPO Providers Rezistent S.R.L., which has been included in the consolidation scope by full consolidation method, because of the acquisition of control of this business combination (Note 3).

		Thousands of euros
		At December 31,		Currency translation At December 31,
Segment / CGU		2015	Additions	differences	2016
Western Europe
	Gestamp HardTech AB	41,624	-	(1,673)	39,951
	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 pta a punto S.L.	857	-	-	857
Eastern Europe
	Beyçelik Gestamp Kalip, A.S.	22,620	-	(3,264)	19,356
	Gestamp Severstal Vsevolozhsk, Llc	96	-	21	117
	Çelik Form Gestamp Otomotive, A.S.	-	3,907	(545)	3,362
Mercosur
	Gestamp Brasil Industria de Autopeças, S.A.	8,309	-	2,113	10,422
Asia
	Gestamp Services India Private, Ltd.	13	-	(1)	12
Total		109,946	3,907	(3,349)	110,504

Additions in 2016 correspond to the acquisition of Çelik Form Gestamp Otomotive, A.S. that has been included in the consolidation scope by full consolidation method (Note 3).

Currency translation differences in 2017 and 2016 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).

Impairment test of Goodwill

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 group of assets.

The CGU recoverable value at December 31, 2017 and 2016 has been determined by choosing the higher value between the fair value less necessary costs to sale the CGU or the calculation of value in use, using cash flow projections covering a five-year period and based on the future business evolution.

The cash flows beyond the five-year period have been extrapolated using a growth rate of 1% for 2017 and 2016. These hypotheses can be considered cautious compared with the rest of the longterm average growth rates of the automotive sector.

The pre-tax discount rate for cash flow projections for the CGUs is calculated in base on the Weighted Average Cost of Capital (WACC) and it is based on the weighted average cost of equity and cost of debt according to the financial structure set for the Group.

The pre-tax discount rates for the CGUs with the most significant goodwill in 2017 and 2016 are as follows:

		Pre-tax discount rate
Segment	CGU	2017	2016
Western Europe	Gestamp HardTech, AB	8.93%	9.35%
Western Europe	Gestamp Metalbages, S.A.	9.81%	9.99%
Eastern Europe	Beyçelik Gestamp Kalip, A.S.	17.92%	17.74%

The recoverable value is higher than the net value for all the CGUs, so the Group can recover the value of all goodwill recognized at December 31, 2017 and 2016.

Economic projections realized in previous years were not significantly different from the actual figures.

Sensitivity analysis to changes in key assumptions

The Parent Company's management subjects its goodwill valuations to a sensitivity analysis, varying key inputs such as the discount and terminal growth rates used, to ensure that potential changes in these estimates do not reduce recoverable amounts to below carrying amounts, when value in use is the reference value.

• • Although a 50 basis point increase in the discount rate used would reduce value in use, in no case would this be reduced to below the carrying amount of the analyzed assets.
• • Assuming a rate of perpetual growth of 0.5% would similarly result in a decline in value in use, albeit in no instance to below the carrying amount of the analyzed assets.
• • Assuming a 150 basis point decrease in EBITDA /sales ratio used for extrapolating cash-flow to perpetuity would reduce value in use but in no case would mean impairment of the carrying amount of the analyzed assets.

b) Other intangible assets

The breakdown and change in the various items comprising "Other intangible assets" are shown below:

	Thousands of euros
Cost	At December 31, 2016	Changes in consolidation scope	Additions	Disposals	Currency translation differences	Other movements	At December 31, 2017
R&D expenses	298,475	826	72,745	(6,878)	(3,382)	(588)	361,198
Concessions	21,202	-	2,436	(3,735)	(1,255)	701	19,349
Patents, licenses & trademark	40,266	-	1,851	(732)	(117)	(344)	40,924
Goodwill	1,673	-	-	-	(761)	189	1,101
Transfer fees	-	-	-	-	-	7	7
Software	143,379	467	13,667	(882)	(3,951)	8,210	160,890
Prepayments	17,521	191	5,003	(1,647)	(154)	(6,638)	14,276
Total cost	522,516	1,484	95,702	(13,874)	(9,620)	1,537	597,745
Amortization and impairment
R&D expenses	(136,853)	(674)	(40,118)	4,060	1,540	510	(171,535)
Concessions	(2,392)	-	(430)	146	152	(3)	(2,527)
Patents, licenses & trademark	(4,074)	-	(1,435)	739	51	349	(4,370)
Transfer fees	(567)	-	(329)	-	46	12	(838)
Software	(94,347)	(404)	(16,697)	2,387	2,732	(316)	(106,645)
Total accumulated amortization	(238,233)	(1,078)	(59,009)	7,332	4,521	552	(285,915)
Impairment of Intangible assets	(1,823)	-	(359)	84	(15)	223	(1,890)
Net carrying amount	282,460	406	36,334	(6,458)	(5,114)	2,312	309,940

Changes in consolidation scope at December 31, 2017 correspond to the incorporation of the companies Gestamp Palau, S.A., MPO Providers Rezistent, S.R.L., Gestamp Nitra, S.R.O., Jui Li Edscha Body System Co., Ltd., Almussafes Mantenimiento de Troqueles, S.L. and Jui Li Edscha Hainan Industry Enterprise Co., Ltd. (Note 3).

Additions to R&D expenses correspond mainly 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.

Additions to Software mainly correspond to software licenses renewal and to costs of SAP development and implementation.

Additions to concessions are mainly related to land usage rights.

Additions to Prepayments correspond to costs from SAP implementation.

Additions to Patents, licenses & trademark mainly correspond to cost incurred due to industrial patents acquisition.

The most significant additions by segment is shown in Note 9.

Main disposals correspond to development projects whose feasibility is not reasonably assured, to software, and land usage rights disposals.

The net balance of Other movements mainly reflects adjustments from previous years, as well as reclassifications between intangible assets and PP&E.

	Thousands of euros
Cost	At December 31, 2015	Changes in consolidation scope	Additions	Disposals	Currency translation differences	Other movements	At December 31, 2016
R&D expenses	240,898	-	58,887	(1,096)	5	(219)	298,475
Concessions	18,434	-	3,972	(707)	(620)	123	21,202
Patents, licenses & trademark	39,102	-	1,491	(205)	(115)	(7)	40,266
Goodwill	1,900	-	-	-	89	(316)	1,673
Transfer fees	114	-	-	-	2	(116)	-
Software	127,475	390	11,815	(1,699)	772	4,626	143,379
Prepayments	13,248	-	7,416	(217)	(8)	(2,918)	17,521
Total cost	441,171	390	83,581	(3,924)	125	1,173	522,516
Amortization and impairment
R&D expenses	(103,622)	-	(33,920)	818	88	(217)	(136,853)
Concessions	(1,720)	-	(424)	47	57	(352)	(2,392)
Patents, licenses & trademark	(3,983)	-	(510)	15	44	360	(4,074)
Transfer fees	(294)	-	(274)	-	(12)	13	(567)
Software	(80,406)	(333)	(14,571)	1,670	(540)	(167)	(94,347)
Total accumulated amortization	(190,025)	(333)	(49,699)	2,550	(363)	(363)	(238,233)
Impairment of Intangible assets	(1,708)	-	(564)	2	(7)	454	(1,823)
Net carrying amount	249,438	57	33,318	(1,372)	(245)	1,264	282,460

Changes in consolidation scope at December 31, 2016 corresponded to the incorporation of Çelik Form Gestamp Otomotiv, A.S. (Note 3).

Additions to R&D expenses corresponded mainly 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.

Additions to Software mainly corresponded to software licenses renewal and to costs of SAP development and implementation.

Additions to Concessions corresponded to land usage rights.

Additions to Prepayments corresponded to costs from SAP implementation.

The most significant additions by segment is shown in Note 9.

Main disposals corresponded to Software regarding items fully amortized and to development projects whose feasibility is not reasonably assured.

The net balance of Other movements mainly reflected adjustments from previous years, as well as reclassifications between intangible assets and PP&E.

Development expenses corresponding to projects not fulfilling requirements to be capitalized were registered in the heading Other operating expenses from the Consolidate Income Statement and they amount to 1,473 thousand euros at December 31, 2017 (December 31, 2016: 470 thousand euros).

Impairment test of assets with indefinite useful life

Assets with indefinite useful life are yearly tested by the royalty relief method to identify impairment. It is concluded that their recoverable value is far higher than their net carrying amount.

11. Property, plant and equipment

	Thousands of euros
	At December 31,	Changes in			Currency translation	Other	At December 31,
Cost	2016	consolidation scope	Additions	Disposals	differences	movements	2017
Land and buildings	1,391,486	1,694	25,459	(2,830)	(45,827)	89,590	1,459,572
Plant and other PP&E	4,541,828	121,145	127,372	(77,944)	(182,631)	342,007	4,871,777
PP&E under construction and prepayments	568,378	3,374	547,476	(3,769)	(35,495)	(441,345)	638,619
Total cost	6,501,692	126,213	700,307	(84,543)	(263,953)	(9,748)	6,969,968
Depreciation and impairment
Land and buildings	(407,967)	(134)	(31,633)	276	13,851	7,134	(418,473)
Plant and other PP&E	(2,927,871)	(75,572)	(310,953)	67,952	108,727	(77)	(3,137,794)
Accumulated depreciation	(3,335,838)	(75,706)	(342,586)	68,228	122,578	7,057	(3,556,267)
Impairment of PP&E	(5,840)	-	(3,193)	69	(14)	3,056	(5,922)
Net book value	3,160,014	50,507	354,528	(16,246)	(141,389)	365	3,407,779

The breakdown and change of the items comprising Property, plant and equipment is as follows:

Changes in consolidation scope at December 31, 2017 correspond to the incorporation of the companies Gestamp Palau, S.A., MPO Providers Rezistent, S.R.L., Gestamp Nitra, S.R.O., Jui Li Edscha Body System Co., Ltd., Almussafes Mantenimiento de Troqueles, S.L. and Jui Li Edscha Hainan Industry Enterprise Co., Ltd. (Note 3).

Cost value of the property, plant and equipment additions at December 31, 2017 mainly correspond to investments in plants and production lines, with the aim of increase the productive capacity of the Group, as well as to capital expenditure to maintain existing activities. They mainly correspond to companies located in USA, Mexico, Spain, China, Japan, Germany, United Kingdom, Czech Republic and Slovakia. Additions by segment are shown in Note 9.

The net value of Disposals of PP&E mainly corresponds to the disposal of fully amortized items out of use, as well as to the sale of items to third parties.

The net value of Other movements mainly reflected reclassifications between PP&E and intangible assets as well as differences relating to prior years.

	Thousands of euros
	At December 31,	Changes in			Currency translation	Other	At December 31,
Cost	2015	consolidation scope	Additions	Disposals	differences	movements	2016
Land and buildings	1,323,618	203	11,737	(910)	8,437	48,401	1,391,486
Plant and other PP&E	4,347,927	6,770	117,113	(140,332)	(32,735)	243,085	4,541,828
PP&E under construction and prepayments	378,608	-	512,335	(718)	(11,205)	(310,642)	568,378
Total cost	6,050,153	6,973	641,185	(141,960)	(35,503)	(19,156)	6,501,692
Depreciation and impairment
Land and buildings	(365,011)	(163)	(34,899)	552	(3,580)	(4,866)	(407,967)
Plant and other PP&E	(2,811,335)	(4,378)	(293,673)	130,115	26,908	24,492	(2,927,871)
Accumulated depreciation	(3,176,346)	(4,541)	(328,572)	130,667	23,328	19,626	(3,335,838)
Impairment of PP&E	(12,000)	-	(30)	5,767	850	(427)	(5,840)
Net book value	2,861,807	2,432	312,583	(5,526)	(11,325)	43	3,160,014

Changes in consolidation scope in 2016 corresponded to the incorporation of the subsidiary Çelik Form Gestamp Otomotiv, A.S. (Note 3).

Cost value of the property, plant and equipment additions at December 31, 2016 mainly corresponded to investments in plants and production lines aimed to increase the productive capacity of the Group as well as to capital expenditure to maintain existing activities. They corresponded mainly to companies located in USA, Mexico, Spain, Germany and Poland. Additions by segment are shown in Note 9.

The net value of Disposals of plant and other PP&E corresponded, mainly, to the dismantlement of production lines and disposal of fully amortized items out of use, as well as to the sale of items to third parties.

The net value of Other movements mainly reflected reclassifications between PP&E and intangible assets as well as differences relating to prior years.

The effect of the asset revaluation that was carried out in 2007 as a result of the IFRSs transition, is as follows:

	Thousands of euros
	2017	2016
Initial cost	266,567	266,567
Fair value	509,428	509,428
Revaluation	242,861	242,861
Accumulated depreciation	(44,844)	(40,739)
Deferred tax liabilities	(50,026)	(51,115)
Total	147,991	151,007
Non-controlling interest	(24,878)	(25,121)
Reserves (Note 16.4.c)	(125,886)	(128,659)
Profit for the year	2,773	2,773
Total	(147,991)	(151,007)

The breakdown of PP&E located outside Spain, by country, is as follows:

		Thousands of euros
Segment / Country		Net carrying amount Net carrying amount 2017	2016
Western Europe		628,008	621,301
	Germany	276,274	270,703
	France	87,945	93,215
	Portugal	55,966	48,080
	Sweden	23,469	27,671
	United Kingdom	184,354	181,632
Eastern Europe		516,425	450,510
	Poland	167,106	156,481
	Russia	92,825	106,465
	Hungary	33,982	35,821
	Czech Republic	103,736	75,883
	Romania	8,650	-
	Turkey	74,469	70,247
	Slovakia	35,657	5,613
Mercosur		246,180	272,389
	Argentina	24,349	30,443
	Brazil	221,831	241,946
	North America	851,777	729,639
	USA	580,437	513,897
	Mexico	271,340	215,742
Asia		518,445	500,731
	China	361,997	361,964
	India	94,349	92,907
	South Korea	48,169	45,260
	Japan	13,482	361
	Taiwan	49	-
	Thailand	399	239
Total		2,760,835	2,574,570

The breakdown of assets acquired under finance lease agreements at December 31, 2017 and December 31, 2016 is as follows:

			2017
				Thousands of euros
				Present value of lease obligations (Note 22.c.1)
Segment	Asset cost (thousands of euros)	Lease term	Installments paid	Short term	Long term	Purchase option value
Western Europe
Other fixtures	297	5 years	285	11	-	-
Eastern Europe
Machinery	2,837	5 years	2,272	345	153	-
Machinery	13,335	7 years	4,056	1,200	12,080	1
North America
Machinery	20,825	20 years	5,287	996	17,887	-
				2,552	30,120

			2016
			Thousands of euros
				Present value of lease obligations (Note 22.c.1)
Segment	Asset cost (thousands of euros)	Lease term	Installments paid	Short term	Long term	Purchase option value
Western Europe
Software	34	4 years	34	-	-	-
Other fixtures	297	5 years	222	64	10	-
Eastern Europe
Machinery	12,978	4.75 years	14,397	267		1
Machinery	3,220	5 years	2,466	632	496	-
Machinery	11,561	7 years	2,355	1,414	8,035	5
North America
Machinery	23,771	20 years	4,210	1,101	21,555	-
				3,478	30,096

The figures in the table above are affected by the application of different exchange rates in the conversion process of the financial statements of the subsidiaries. These subsidiaries have functional currencies different from the presentation currency.

Impairment test of Property, Plant and Equipment

Impairment tests calculate recoverable value and are carried out for those CGU's where signs of deterioration are found according to indicators mentioned in Note 6.7.

Assets tested represented 24% of total Property, Plant and Equipment of the Group (12% in 2016). The increase is mainly related to USA CGU.

The CGU's recoverable value at December 31, 2017 has been determined by choosing the higher of the fair value less necessary costs to sell the CGU, and the calculation of value in use, using cash flow projections covering a five-year period and based on the future business evolution.

Pre-tax discount rates for the CGUs with signs of impairment in 2017 and 2016 were as follows:

	2017
Segment	WACC rate before taxes	Rate of perpetual growth
Western Europe Eastern Europe	8.72% - 10.0% 9.12% - 17.92%	1.00% 1.00%
Asia North America	11.48% 9.76%	1.00% 1.00%
Mercosur	15.28% - 22.89%	1.00%
Segment	2016 WACC rate before taxes	Rate of perpetual growth
Western Europe	9.36%-9.99%	1.00%
Eastern Europe Asia	11.21% - 16.65% 9.78%	1.00% 1.00%

The recoverable value was higher than the net value for all the CGUs, so the Group can recover the value of the consolidated assets of each CGU at December 31, 2017 and 2016.

Economic projections from previous years were not significantly different from actual figures.

Sensitivity analysis to changes in key assumptions

The Parent Company's management subjects its PP&E valuations to a sensitivity analysis, varying key inputs such as the discount and terminal growth rates used, to ensure that potential changes in these estimates do not reduce recoverable amounts to below carrying amounts, when value in use in the reference value.

• • Although a 50 basis point increase in the discount rate used would reduce value in use, in no case would this be reduced to below the carrying amount of the analyzed assets.
• • Assuming a rate of perpetual growth of 0.5% would similarly result in a decline in value in use, albeit in no instance to below the carrying amount of the analyzed assets.
• • Assuming a 150 basis point decrease in Ebitda/sales ratio used for extrapolating cash flow to perpetuity would reduce value in use but in no case would mean impairment of the carrying amount of the analyzed assets.

Pledged property, plant and equipment to secure bank loans, in rem guarantees and others

As at December 31, 2017 and 2016 there are no items of property, plant, and equipment set aside to secure bank loans (Note 22.a.1).

12. Financial assets

The breakdown of the Group's financial assets at December 31, 2017 and December 31, 2016 by category and maturity, expressed in thousands of euros, is as follows:

	Thousands of euros
	Investments accounted for using the equity method Loans and receivables					Derivative financial instruments Securities portfolio			Other financial assets
	2017	2016	2017	2016	2017	2016	2017	2016	2017	2016
Non-current financial assets	1,787	5,740	39,248	50,581	14,718	25,710	-	-	13,674	13,483
Investments accounted for using the equity method	1,787	5,740	-	-	-	-	-	-	-	-
Held-to-maturity investments	-	-	-	-	-	-	-	-	898	957
Loans and receivables	-	-	39,248	50,581	-	-	-	-	12,776	12,526
Derivative financial instruments (Note 22.b.1)	-	-	-	-	14,718	25,710	-	-	-	-
Current financial assets	-	-	34,598	11,036	-	-	5,376	338	38,922	31,854
Held-to-maturity investments	-	-	-	-	-	-	5,376	338	-	-
Loans and receivables	-	-	34,598	11,036	-	-	-	-	38,922	31,854
Total financial assets	1,787	5,740	73,846	61,617	14,718	25,710	5,376	338	52,596	45,337

a) Non-current financial assets

The variation of non-current financial assets in 2017 and 2016 is as follows:

	Thousands of euros
	Investments accounted for using the equity method	Loans and receivables	Derivative financial instruments	Other financial assets
Balance at December 31, 2015	8,272	8,918	28,184	12,308
Changes in consolidation scope	750	-	-	-
Additions	-	57,228	-	3,463
Disposals	-	(276)	-	(2,205)
Changes in valuations of financial derivatives	-	-	(2,474)	-
Transfers	-	(17,031)	-	541
Other movements	-	10	-	215
Share of profit	(3,230)	-	-	-
Translation differences	(52)	1,732	-	(839)
Balance at December 31, 2016	5,740	50,581	25,710	13,483
Changes in consolidation scope	(2,722)	3,508	-	(3,061)
Additions	-	4,597	-	2,734
Disposals	-	(5,843)	-	1,762
Changes in valuations of financial derivatives	-	-	(10,992)	-
Transfers	-	(12,463)	-	-
Other movements	-	332	-	1
Share of profit	(997)	-	-	-
Translation differences	(234)	(1,464)	-	(1,245)
Balance at December 31, 2017	1,787	39,248	14,718	13,674

a.1) Investments accounted for using the equity method

Changes in consolidation scope in 2017 corresponded to the incorporation of Jui Li Edscha Body Systems Co., Ltd., Jui Li Edscha Holding Co., Ltd., Jui Li Edscha Hainan Industry Enterprise Co., Ltd. that changed their consolidation method from equity method to full consolidation method (Note 2.b).

Changes in consolidation scope in 2016 corresponded to the incorporation of the subsidiary Global Laser Araba S.L. by equity method (Note 2.b).

"Share of profit" in 2017 and 2016 amounting to 997 thousand euros and 3,230 thousand euros of loss respectively, represented Group's share of the profit recorded by each company.

In addition, the heading "Share of profits from associates - equity method" in the Consolidated Income Statement included the provision for registered risks related to the investment in Gestamp Palau, S.A. (former ESSA Palau, S.A.) for 5,309 thousand euros (Note 20).

No dividends have been received from companies accounted for using the equity method in 2017 and 2016.

The summarized financial information of the Group´s investment in 2017 and 2016 is as follows:

Summarised balance sheet:

	Thousands of euros
	December 31, 2017
	Global Laser Araba	GGM & subsidiaries	Industrias Tamer, S.A.
Total non-current assets	11,942	68,787	1,396
Total current assets	2,751	52,349	4,622
Total non-current liabilities	(10,600)	(48,859)	(220)
Total current liabilities	(3,276)	(68,337)	(4,598)
	-	-	-
Equity	(817)	(4,297)	(1,200)
Translation differences	-	357	-
Shareholding	30%	30%	30%
Carrying amount of the investment	245	1,182	360

	Thousands of euros
	December 31, 2016
	Essa Palau, S.A.	Global Laser Araba	Jui Li Edscha Body Systems & subsidiaries	GGM & subsidiaries	Industrias Tamer, S.A.
Total non-current assets	36,137	2,827	793	53,364	1,471
Total current assets	14,184	3,160	7,545	21,183	3,726
Total non-current liabilities	(21,633)	-	(69)	(25,860)	(360)
Total current liabilities	(54,090)	(4,507)	(2,825)	(41,287)	(3,657)
Equity	25,402	(1,480)	(4,721)	(6,978)	(1,180)
Translation differences	-	-	(723)	(422)	-
Shareholding	40%	30%	50%	30%	30%
Carrying amount of the investment	-	444	2,722	2,220	354

Summarised income statement:

	Thousands of euros
	December 31, 2017
	Global Laser Araba	GGM & subsidiaries	Industrias Tamer, S.A.
Operating income	2,910	29,779	2,661
Operating expense	(3,689)	(30,937)	(2,460)
OPERATING PROFIT/LOSS	(779)	(1,158)	201
Financial profit	(166)	(815)	(15)
Exchange gain (losses)	-	(1,254)	-
Impairment and other	-	-	-
PROFIT/LOSS BEFORE TAXES	(945)	(3,227)	186
Income tax expense	-	-	-
Adjustments from previous years	282	547	(166)
Profit for the year from discontinued	-	-	-
operations net of taxes
PROFIT/LOSS FOR THE YEAR	(663)	(2,680)	20
Shareholding	30%	30%	30%
Participation of the Group in profit	(199)	(804)	6

	Thousands of euros December 31, 2016
	Essa Palau, S.A.	Global Laser Araba	Jui Li Edscha Body	GGM &	Industrias Tamer,
			Systems & subsidiaries	subsidiaries	S,A.
Operating income	80,879	23	11,395	25,261	2,862
Operating expense	(89,140)	(896)	(10,542)	(25,815)	(2,571)
OPERATING PROFIT/LOSS	(8,261)	(873)	853	(554)	291
Financial profit	(1,817)	(143)	9	(789)	(24)
Exchange gain (losses)	-	-	(75)	(1,597)	-
Impairment and other	(13)	-	-	-	-
PROFIT/LOSS BEFORE TAXES	(10,091)	(1,016)	787	(2,940)	267
Income tax expense	-	-	(257)	-	-
Adjustments from previous years	10,091	-	-	(7,960)	-
Profit for the year from discontinued operations
net of taxes	-	-	-	-	-
PROFIT/LOSS FOR THE YEAR	-	(1,016)	530	(10,900)	267
Shareholding	40%	30%	50%	30%	30%
Participation of the Group in profit	-	(305)	265	(3,270)	80

a.2) Non-current loans and receivables

Changes in consolidation scope in 2017 correspond to the incorporation of subsidiary Gestamp Palau S.A. by full consolidation method (Note 2.b). The subsidiary has loans granted to third parties for the amount of 3,508 thousand of euros. This receivables where totally impaired due to incertitude about its recoverability.

Additions in 2017 mainly correspond to:

• Increase in receivables from public authorities in Gestamp Brasil Industria de Autopeças S.A. for 3,450 thousand euros, and in Gestamp Pune Automotive Pvtd. Ltd. for 157 thousand euros.
• Loans to Group employees amounting to 650 thousand euros for the acquisition of shares in the Parent Company from Acek Desarrollo y Gestión Industrial S.L. (Note 15.a). A pledge on the shares was generated as a guarantee for the loans. The interest rate of the loans is the legal interest rate prevailing every calendar year and the duration is six years from the date of signature.

Disposals in 2017 mainly correspond to:

• Payment made from third parties to Gestamp Palau, S.A. amounting to 3,119 thousand euros. The operation included the reversal of impairment losses linked to these loans (Note 12.a.4).
• Partial payment from employees amounting to 1,450 thousand euros corresponding to loans granted to employees for Parent Company shares acquisition from Acek Desarrollo y Gestión Industrial S.L.
• Cancellation of withholding tax and interests with public administrations for the amount of 746 thousand euros.

Transfers in 2017 mainly correspond to:

• Reclassification to the heading Public authorities of debit balances from Indian public authorities with Gestamp Pune Automotive Pvtd. Ltd. For 881 thousand euros.
• Reclassification to the heading Public authorities of debit balances from Brazilian public authorities with Gestamp Brasil Industria de Autopeças, S.A. for 11,153 thousand euros (Note 12.b.1).

Additions in 2016 mainly corresponded to:

• Increase in debit balances from public authorities with Gestamp Brasil Industria de Autopeças S.A. for 9,963 thousand euros.
• Loan granted by the subsidiary Gestamp Finance Slovakia S.R.O. to Gestión Global de Matricería S.L. amounting to 8,400 thousand euros. This loan earns a 2.756% interest rate and initial maturity was March 2023. At December 31, 2016 this loan was transferred to short term and final maturity is June 2017.
• Loans to Group employees amounting to 37,110 thousand euros for the acquisition of shares in the Parent Company from Acek Desarrollo y Gestión Industrial S.L. (Note 15.a). A pledge on the shares was generated as a guarantee for the loans. The interest rate of the loans is the legal interest rate prevailing every calendar year and the duration is six years from the date of signature.

The fair value of the shares sold by Acek Desarrollo y Gestión Industrial S.L. to employees was based on the operation between significant shareholders in the first quarter of 2016 and the Group Management considered it was out of scope of IFRS 2.

Transfers in 2016 mainly corresponded to the transfer to the heading Public authorities of debit balances of Brazilian public authorities with Gestamp Brasil Industria de Autopeças, S.A. amounting to 8,161 thousand euros and to the loan granted by the subsidiary Gestamp Finance Slovakia S.R.O. to Gestión Global de Matricería S.L. amounting to 8,400 thousand euros.

a.3) Derivative financial instruments

Changes in valuation of financial instruments at December 31, 2017 and 2016 correspond to the change in the present value of implicit derivatives mainly due to the decrease in notional hedged as well as to the evolution of the exchange rates applicable to sales and purchase prices in certain customer and supplier contracts (Note 22.b.1).

a.4) Other non-current financial assets

Changes in consolidation scope in 2017 correspond to the incorporation of subsidiary Gestamp Palau S.A. by full consolidation method (Note 2.b). The incorporation included the impairment of loans granted to third parties for the amount of 3,508 thousand euros (Note 12.a.2)).

Additions in 2017 mainly correspond to deposits as guarantee for operating leases amounting to 526, deposits for employees accident insurance amounting to 1,029 thousand euros and deposits for legal responsibilities for the amount of 1,036 thousand euros.

Disposals in 2017 mainly correspond to:

• Impairment reversal in Gestamp Palau, S.A. due to payment received from third parties for the amount of 3,119 thousand euros.
• The refund of security deposits linked to operational lease contracts for 642 thousand euros and of deposits for legal responsibilities for 162 thousand euros.
• Payments for the amount of 284 thousand euros linked to compensations for accidents at work.

Additions in 2016 mainly correspond to deposits as guarantee for operating leases amounting to 3,088 thousand euros.

Disposals at December 31, 2016 mainly correspond to:

• • The refund of deposits as guarantee for operating leases amounting to 1,629 thousand euros and the refund of legal deposits amounting to 213 thousand euros.
• • The cancellation of the investment of Gestamp Manufacturing Autochasis in Beyçelik Craiova S.R.L. amounting to 100 thousand euros.

b) Current financial assets

Variation in current financial assets in 2017 and 2016 is as follows:

	Thousands of euros
	Loans and Securities		Other financial
	receivables	portfolio	assets
Balance at December 31, 2015	1,638	2,535	31,282
Changes in consolidation scope	-	-	-
Additions	6,245	104	12,608
Disposals	(5,572)	(2,300)	(3,817)
Transfers	8,720	-	(7,976)
Other movements	-	-	79
Translation differences	5	(1)	(322)
Balance at December 31, 2016	11,036	338	31,854
Changes in consolidation scope	(1,745)	-	-
Additions	13,452	5,092	53,687
Disposals	(466)	(9)	(42,965)
Transfers	12,315	-	-
Other movements	6	-	(13)
Translation differences	-	(45)	(3,641)
Balance at December 31, 2017	34,598	5,376	38,922

b.1) Current loans and receivables

Changes in 2017 consolidation scope correspond to current loans and receivables from Gestamp Palau, S.A., and after this subsidiary was incorporated as fully-consolidated under the consolidation scope, were eliminated as part of consolidation process (Note 2.b).

Additions in 2017 mainly correspond to a loan that Gestamp Automoción, S.A. granted to Gestión Global de Matricería, S.L. in the amount of 13,000 thousand euros with maturity in December 2018. This loan bears a 1% interest rate.

Transfers in 2017 mainly correspond to the reclassification from non-current to current loans and receivables of the amounts to be received by the subsidiary Gestamp Brasil Industria de Autopeças, S.A. from Brazilian public authorities (Note 12.a.2)).

Additions in 2016 mainly correspond to a new credit line granted by Gestamp Metalbages S.A. to ESSA Palau S.A. for 5,619 thousand euros. The loan earns an interest referenced to 3-month Euribor plus a 3% spread.

Disposals in 2016 mainly correspond to partial repayment of the credit line granted by Gestamp Metalbages S.A. to ESSA Palau S.A. for 3,550 thousand euros.

Transfers in 2016 mainly corresponded to the reclassification from long term of the loan granted by Gestamp Finance Slovakia S.R.O. to Gestión Global de Matricería S.L. for 8,400 thousand euros (Note 12.a.2)).

b.2) Current securities portfolio

Current securities portfolio at December 31, 2017 mainly correspond to:

• Short term deposits from the company Edscha do Brasil, for the amount of 1,293 thousand of euros, with maturity in the same year and average profitability between 4% and 5.5%.
• Short term deposits from the subsidiary Gestamp Metal Forming (Wuhan), Ltd. for 3,798 thousand euros, with an average profitability between 0.30% and 1.30%.

In 2016 current securities portfolio mainly corresponded to short term deposits from the company Edscha do Brasil for the amount of 338 thousand of euros with an average profitability between 4.5% and 6%.

b.3) Other current financial investments

Additions in 2017 mainly correspond to bank deposits from the companies Gestamp Baires and Gestamp Automotive India Private Ltd amounting to 52,047 thousand euros.

Disposals in 2017 mainly correspond to the cancellation of bank deposits from the companies Gestamp Córdoba, S.A., Gestamp Baires, S.A. y Gestamp Automotive Chennai Private Ltd. amounting to 41,801 thousand euros.

Additions in 2016 mainly corresponded to bank deposits from the companies Gestamp Automotive Chennai Private Ltd and Gestamp Automotive India Private Ltd amounting to 11,468 thousand euros.

Disposals in 2016 mainly corresponded to the cancellation of bank deposits from the company Gestamp Baires S.A. amounting to 1,583 thousand euros.

Transfers at December 31, 2016 mainly corresponded to:

• • Reclassification of financial assets from the companies Gestamp Brasil Industria de Autopeças S.A. and Gestamp Automotive India Private Ltd amounting to 12,796 thousand euros and 4,054 thousand euros respectively. The maturity of those assets came to be less than three months so they were reclassified to the heading Cash and cash equivalents.
• • Reclassification of financial assets from the company Gestamp Baires S.A. amounting to 9,372 thousand euros from the heading Cash and cash equivalents. The maturity of those assets came to be more than three months.

13. Inventories

The breakdown of inventories at December 31, 2017 and December 31, 2016 is as follows:

	Thousands of euros
	2017	2016
Commercial inventories	42,571	11,235
Raw materials	189,819	170,560
Parts and subassemblies	68,382	65,121
Spare parts	80,459	74,157
Packaging materials	1,979	5,035
Total cost of raw materials and other consumables	383,210	326,108
Work in progress	149,416	145,508
Finished products	131,297	137,923
Byproducts, waste and recovered materials	696	518
Prepayments to suppliers	62,913	51,822
Total cost of inventories	727,532	661,879
Impairment of raw materials	(23,569)	(10,044)
Impairment of other consumables	(9,195)	(7,729)
Impairment of work in progress	(5,940)	(4,359)
Impairment of finished products	(7,506)	(8,850)
Total impairment	(46,210)	(30,982)
Total inventories	681,322	630,897

The breakdowns of purchases used in production and changes in inventories are as follows:

	Thousands of euros
	Change in inventories
	Balance at		Reversal of	Changes in		Changes in	Balance at
	Dec 31, 2016	Impairment	impairment	inventories	Total	consolidation	Dec 31, 2017
Raw materials and other consumables	326,108	-	-	55,744	55,744	1,358	383,210
Impairment of raw materials and other consumables	(17,773)	(19,248)	4,307	-	(14,941)	(50)	(32,764)
Consumption (Note 26.a)	308,335	(19,248)	4,307	55,744	40,803	1,308	350,446
	Thousands of euros
	Change in inventories
	Balance at		Reversal of	Changes in	Total	Changes in	Balance at
	Dec 31, 2016	Impairment	impairment	inventories		consolidation	Dec 31, 2017
Work in progress	145,508	-	-	(1,568)	(1,568)	5,476	149,416
Finished products and byproducts	138,441	-	-	(6,448)	(6,448)	-	131,993
Impairment of finished products and work in progress	(13,209)	(3,998)	3,782	-	(216)	(21)	(13,446)
Changes in inventories (see Income Statement)	270,740	(3,998)	3,782	(8,016)	(8,232)	5,455	267,963

Changes in consolidation scope correspond to the incorporation of the companies Gestamp Palau, S.A., MPO Providers Rezistent, S.R.L., Jui Li Edscha Body Systems Co., Ltd, Jui Li Edscha Holding Co., Ltd., Almussafes Mantenimiento de Troqueles, S.L. and Jui Li Edscha Hainan Industry Enterprise Co., Ltd. (Note 3).

The inventories were not encumbered at December 31, 2017 nor at December 31, 2016.

14. Trade and other receivables/ Other current assets/ Cash and cash equivalents

a) Trade receivables

	Thousands of euros
	2017	2016
Trade receivables	792,553	843,048
Trade bills receivable	19,465	16,514
Accounts receivable by stage of completion, tools	307,281	279,677
Accounts receivable by stage of completion, machinery	27,742	2,976
Doubtful debts	1,355	770
Impairment losses	(5,630)	(4,736)
Trade receivables from related parties (Note 31.1)	31,948	31,676
Total	1,174,714	1,169,925

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.

Accounts receivable by stage of completion correspond to the income recognized pending invoicing. There are no prepayments exceeding the stage of completion by customer. The amount of customer prepayments for tools under construction registered in the heading Accounts receivable by stage of completion, was 750 million euros at December 31, 2017 (December 31, 2016: 713 million euros).

The variation of the impairment provision at December 31, 2017 consisted of an increase of 805 thousand euros (December 31, 2016: 4.080 thousand euros) (Note 26.c) as well as written-off balances and translation differences.

The age analysis of due accounts receivable related to the sale of parts at December 31, 2017 and 2016 is as follows:

	Thousands of euros
	2016	2015
Less than 3 months	30,861	14,661
Between 3 and 6 months	3,931	6,093
Between 6 and 9 months	1,398	2,164
Between 9 and 12 months	236	730
More than 12 months	4,445	4,825
Total outstanding past due receivables	40,871	28,473
Impairment provision	(5,630)	(4,736)
Total	35,241	23,737

The past due accounts receivable not provisioned are related to customers with no history of default.

The receivables balances not yet due transferred by the Group as non-recourse factoring to Spanish, German, British, Brazilian and Polish banks, that were eliminated in the Consolidated Balance Sheet amounted to 380,293 thousand euros and to 300,755 thousand euros at December 31, 2017 and December 31, 2016 respectively.

The expense of transferring non-due receivables balances at December 31, 2017 according to nonrecourse factoring contracts amounted to 7,682 thousand euros (December 31, 2016: 5,350 thousand euros).

b) Other receivables

	Thousands of euros
	2017	2016
Debtors	27,691	18,796
Remuneration advances	3,064	1,937
Short-term loans to employees	872	86
Total	31,627	20,819

c) Current income tax assets

This line item amount to 26,795 thousand euros at December 31, 2017 (December 31, 2016: 35,306 thousand euros) and reflect the receivables balances related to corporate tax refunds of the Parent Company and group companies.

d) Public authorities

	Thousands of euros
	2017	2016
Sundry receivables from Public Authorities	141,916	150,431
VAT refund	108,814	106,865
Receivable grants	1,420	1,015
Corporate tax refund (a)	22,679	34,571
Others	9,003	7,980
Receivables from Social Security	657	408
Total	142,573	150,839

(a) The 2017 and 2016 balances reflect receivables from corporate income tax declarations from prior years.

e) Other current assets

This line item, which at December 31, 2017 amount to 71,057 thousand euros (December 31, 2016: 26,240 thousand euros), mainly reflect insurance premiums, maintenance and repair contracts, rentals and software licenses paid for during the year but for which the expense will accrue the following year, as well as expenses for commercial agreements.

f) Cash and cash equivalents

	Thousands of euros
	2017	2016
Cash	840,759	403,789
Cash equivalents	19,479	26,674
Total	860,238	430,463

Cash equivalents correspond to deposits and surplus cash investments maturing in less than three months.

The breakdown by currencies and interest rates at December 31, 2017 and December 31, 2016 is as follows:

2017
Thousands of euros	Source currency	Interest rate range
3,103	Russian ruble	6.50%
7,217	Russian ruble	6.62%
9,159	Brazilian real	100%-101% CDI
19,479
	2016

Company	Thousands of euros	Source currency	Interest rate range
Gestamp Severstal Vsevolozhsk, Llc.	1,855	Russian ruble	8.20%
Gestamp Brasil Industria de Autopeças, S.A.	24,819	Brazilian real	100%-101% CDI
Total	26,674

The amounts included in this heading of the attached Consolidated Balance Sheet are not encumbered.

15. Issued capital and share premium

The "Issued capital" and "Share premium" at December 31, 2017 and December 31, 2016 are as follows:

ITEM	December 31, 2017	December 31, 2016
No. of shares	575,514,360	4,795,953
Par value	0.50	60.10
	Thousands of euros
Issued capital:
Issued capital (par value)	287,757	288,237
	287,757	288,237
Share premium	61,591	61,591
Total issued capital + share premium	349,348	349,828

a) Share capital

As at December 31, 2016 the Parent Company's share capital was represented by 4,795,953 registered shares indivisibles and accumulative with a par value of 60.10 euros each, fully subscribed and paid in, and all carrying the same rights and obligations.

On March 7, 2017 the following social agreements were registered:

• Share capital reduction in the nominal amount of 479.595,30 euros by reducing the nominal value of each one of the shares by the amount of 0.10 euro, creating a non-distributable reserve.
• Split the number of stakes by reducing the nominal value per share from 60 euros to 0.50 euro, in the proportion of 120 new stakes for every former one.

After these operations, and as shown on Note 1, the flotation of the Parent Company shares started on April 7, 2017. This process was conducted by means of an Initial Public Offering (IPO) for 155,388,877 shares representing a 27% of shareholding plus an additional sale equivalent of up to 15% of the shares initially offered. This later requirement materialized in the sale of 1,199,561 additional shares that represents a 0.21% of Gestamp Automoción, S.A. shares (Note 1).

The shareholding structure at December 31, 2017, after the agreements mentioned above, and at December 31, 2016, is as follows:

Shareholders	shareholding
	December 31, 2017	December 31, 2016
Acek Desarrollo y Gestión Industrial, S.L.	21.17%	37.63%
Risteel Corporation, B.V.	-	10.75%
Gestamp 2020, S.L.	50.10%	50.10%
Free Float	28.73%	1.52%

On February 1, 2016 ArcelorMittal Spain Holding, S.L. and ArcelorMittal Aceralia Basque Holding, S.L. formalized a private contract to sell their shareholding in the Parent Company to Acek Desarrollo y Gestión Industrial S.L. for 875 million euros.

This transaction implied that Acek Desarrollo y Gestión Industrial S.L. increased its shareholding in the Parent Company from the prior 54.25% to 89.25%.

On September 20, 2016 Acek Desarrollo y Gestión Industrial S.L. signed an investment agreement by which a 50.10% of shareholding in Gestamp Automoción S.A. was sold to Gestamp 2020 S.L., and Mitsui & Co. Ltd. acquired a 25% shareholding in Gestamp 2020 S.L. and thus indirectly a 12.525% shareholding in Gestamp Automoción S.A. On December 23, 2016, once the competence review was completed, the agreement entered into force.

In addition, in 2016 Acek Desarrollo y Gestión Industrial S.L. sold shares representing a 1.53% of shareholding in Gestamp Automoción S.A. to employees.

There are no bylaw restrictions on the transfer of the registered shares and they are not listed.

b) Share premium

The share premium of the Parent Company amounted to 61,591 thousand euros at December 31, 2017 and December 31, 2016.

The amended Spanish Corporate Enterprises Act expressly allows the use of share premium balance to increase share capital balance, corresponding to an unrestricted reserve.

16. Retained earnings

The changes in "Retained earnings" for 2017 and 2016 are as follows:

Tho nds of usa eur os		dwi ll Goo rese rves	ed Unr rict est rese rves	ful ly Res s at erve soli dat ed e ntit ies con	Res s at erve ocia tes ass	Prof it fo r th e yea r	Effe ctiv e hed ges	al Tot
AT JAN UAR Y 1 , 20 17	46, 129	4,4 55	187 ,67 9	957 ,080	(3,7 96)	221 ,35 4	(34 6) ,75	1,37 8,14 5
Prof it fo r th riod e pe	-	-	-	-	-	239 ,69 2	-	239 ,69 2
Fair lue adj (he dge ) ust ts r va men ese rve	-	-	-	-	-	-	6,26 7	6,26 7
ial g d lo Act ains uar an sse s	-	-	-	948	-	-	-	948
iati f 20 16 p rofi App ts rop on o	980	-	12,1 27	211 ,47 7	(3,2 30)	(22 1,35 4)	-	-
ide nds dis trib d by the Div Pa Co ute rent mpa ny	-	-	(66 6) ,35	-	-	-	-	(66 6) ,35
Div ide nds dis trib d by the bsid iari ute su es	-	-	126 ,39 1	(12 6,39 1)	-	-	-	-
(Ju .A) Bus ines mbi ions i Li Eds . Bo dy S Co. Ltd Gro nd G Pala u, S nat yste esta s co m., up a mp	-	-	-	(4,6 80)	4,6 80	-	-	-
sha reh old roll ed c Incr e in ing in c ies ont eas om pan	-	-	-	(1,1 43)	-	-	-	(1,1 43)
n sh hold Dec se i ing rea are	-	-	480	-	-	-	-	480
fro loa Inte arti cipa tive rest m p ns	-	-	11,8 78	(11 8) ,87	-	-	-	-
st ( .d) Rec itio n of the Pu t O ptio ld t lling int Not e 22 ntro ogn n so o no n-co ere	-	-	-	(4,0 47)	-	-	-	(4,0 47)
Oth nd a djus from pri ts a tme nts er m ove men or y ear s			-	(2,0 62)	-	-	-	(2,0 62)
AT DEC EM BER 31 , 20 17	47, 109	4,4 55	272 ,19 9	1,01 9,30 4	(2,3 46)	239 ,69 2	(28 9) ,48	1,55 1,92 4

	al r	dwi ll Goo	Unr rict ed est	ful ly Res s at erve	Res s at erve	Prof it fo r th e	Effe ctiv e	al Tot
	Leg ese rve	rese rves	rese rves	soli dat ed e ntit ies con	ocia tes ass	yea r	hed ges
AT JAN UAR Y 1 , 20 16	45, 251	3,88 4	219 ,68 7	815 ,120	(3,5 08)	161 ,48 0	(32 5) ,12	1,20 9,78 9
Prof it fo r th riod e pe	-	-	-	-	-	221 ,354	-	221 ,354
(he ) Fair lue adj dge ust ts r va men ese rve	-	-	-	-	-	-	(2,6 31)	(2,6 31)
ial g ains d lo Act uar an sse s	-	-	-	(5,4 15)	-	-	-	(5,4 15)
f 20 rofi App iati 15 p ts rop on o	878	571	7,48 0	152 ,91 5	(36 4)	(16 0) 1,48	-	-
Div ide nds dis trib d by the ute Pa rent Co mpa ny	-	-	(48 ) ,444	-	-	-	-	(48 ) ,444
fro loa Inte arti cipa tive rest m p ns	-	-	8,95 6	(8,9 56)	-	-	-	-
of lling .L. ( .b) Acq uisi tion int st i n G 200 8, S Not e 2 ntro esta non -co ere mp	-	-	-	(26 3)	-	-	-	(26 3)
nsfe lling int st d o ch es i n sh hold ing of G 200 8, S .L (N 2.b ) Tra r to ntro ue t esta ote no n-co ere ang are mp	-	-	-	(19 0)	-	-	-	(19 0)
n of st ( .d) Rec itio the Pu t O ptio ld t lling int Not e 22 ntro ogn n so o no n-co ere	-	-	-	4,04 7	-	-	-	4,04 7
Oth nd a djus from pri ts a tme nts er m ove men or y ear s	-	-	-	(17 8)	76	-	-	(10 2)
AT DEC EM BER 31 , 20 16	46, 129	4,4 55	187 ,67 9	957 ,080	(3,7 96)	221 ,35 4	(34 6) ,75	1,37 8,14 5

16.1 Legal reserve

The Legal Reserve of the Parent Company amounted to 47,109 thousand euros at December 31, 2017 and to 46,129 thousand euros at December 31, 2016.

The Parent Company is obliged to transfer 10% of profit for the year to a legal reserve until this reserve is equivalent to at least 20% of issued capital. This reserve is not distributable to shareholders and may only be used to offset losses if no other reserves are available.

16.2 Goodwill reserve

The Parent Company is required to set aside a non-distributable reserve equal to the amount of goodwill on its balance sheet which was eliminated in the consolidation process and amounted to 3,805 thousand euros at December 31, 2017 (December 31, 2016: 7,610 thousand euros). The amount of the goodwill reserve amounted to 4,455 thousand euros at December 31, 2017 and at December 31, 2016.The amount provisioned in 2016 was 571 thousand euros. In 2017 no amount had been provisioned, being this reserve partially distributable in the amount exceeding the net book value of the goodwill at closing date.

16.3 Unrestricted reserves

The most significant movements in the Parent Company's unrestricted reserves as at December 31, 2017, apart from 2016 profit distribution, amount to 12,127 thousand euros (December 31, 2016: 7,480 thousand euros). These movements are included in the retained earnings detail shown above, and mainly correspond to:

• Dividend distribution by the Parent Company from unrestricted reserves on March 3, 2017, amounting 66,356 thousand euros (December 31, 2016: 48,444 thousand euros). The dividend is utterly paid at December 31, 2017.
• Dividend distribution by some subsidiaries from unrestricted reserves on December 21, 2017, amounting to 126,391 thousand euros. The dividends are utterly paid at December 31, 2017.
• On March 7, 2017 the Parent Company share capital is reduced in the nominal amount of 480 thousand euros by reducing the nominal value of each share in the amount of 0.10 euro. A non-distributable reserve was created for this purpose. This reserve is not distributable to shareholders and may only be used with the same requirements as a share capital reduction (Note 15.a).
• Reclassification of participative loan interests, from reserves at fully consolidated companies in the amount of 11,878 thousand euros (September 30, 2016: 8,956 thousand euros).

16.4 Availability of reserves at fully consolidated companies

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:

a) Revaluation reserve. Regional Law 6/1996 update

In accordance with prevailing regional legislation, this reserve can be used to offset losses, increase share capital or be transferred to non-distributable reserves.

The balance at December 31, 2017 and December 31, 2016 amounts to 4,884 thousand euros.

b) Legal reserves at subsidiaries

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 profit is applied to offset losses or increase share capital.

The balance of these reserves at December 31, 2017 and December 31, 2016 amounts to 85,337 thousand euros and 75,986 thousand euros respectively.

c) Reserve from IFRS first application (January 1, 2007)

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, amounts to 126 million euros at December 31, 2017 and 129 million euros at December 31, 2016 (Note 11). This reserve is not distributable.

d) Restrictions related to capitalized development expenses

Under prevailing legislation, dividend payments cannot result in an unrestricted reserve balance that is lower than the net carrying amount of development expenses as per the individual financial statements of the Group's Spanish companies prepared under prevailing Spanish GAAP.

16.5 Approval of the Financial Statements and proposal for the allocation of profit

The individual 2017 Financial Statements of the Group companies will be presented for approval at their respective Annual General Meetings of shareholders within the deadlines established by the prevailing legislation. The Directors of the Parent Company believe that no significant changes will be made to the 2017 Consolidated Financial Statements as a result of this process. The Gestamp Automoción Group's 2017 Consolidated Financial Statements will be authorized by the Board of Directors of the Parent Company on February 26, 2018 for issue and submission to the Annual General Meeting where they are expected to be approved without modification.

The Parent Company's Board of Directors will submit the following allocation of profit proposal for the year ended December 31, 2017 for approval at the Annual General Meeting:

	Thousands of euros
Basis of allocation
As per income statement	190,437
Allocation to:
Legal reserve	10,441
Dividends	71,939
Unrestricted reserve	108,057

Restrictions on the distribution of dividends

The Parent Company is obliged to transfer 10% of profit for the year to a legal reserve until this reserve reaches an amount at least equal to 20% of issued capital. Unless the balance of the reserve exceeds this amount, it cannot be distributed to shareholders.

Once the legal requirements have been met, dividends may only be distributed against profit for the year or against unrestricted reserves if the book value of equity is not lower than, or as a result of the dividend payment would not dip below, issued share capital. For this purpose, profit recognized directly in shareholders' equity cannot be directly or indirectly distributed. If prior years' losses have reduced the Parent Company's book value of equity to below the amount of its issued share capital, profit must be allocated to offset these losses.

In addition to these legal restrictions there are contractual restrictions detailed in Note 22.

17. Translation differences

The breakdown of translation differences by country is as follows:

	Thousands of euros
Segment / Country	2017	2016	Difference
Western Europe
Germany	5	440	(435)
Spain	(49,710)	12,909	(62,619)
France	-	(1)	1
Luxembourg	(1)	(1)	-
United Kingdom	(13,014)	(5,542)	(7,472)
Sweden	(3,895)	(3,756)	(139)
Eastern Europe
Hungary	(2,455)	(2,011)	(444)
Poland	(27,176)	(34,413)	7,237
Czech Republic	(2,263)	(4,938)	2,675
Romania	(77)	-	(77)
Russia	(52,773)	(49,571)	(3,202)
Turkey	(40,767)	(31,296)	(9,471)
Mercosur
Argentina	(83,972)	(75,834)	(8,138)
Brazil	(5,323)	11,381	(16,704)
North America
USA	(35,125)	(1,254)	(33,871)
Mexico	(56,029)	(46,679)	(9,350)
Asia
China	3,142	19,151	(16,009)
South Korea	4,110	4,363	(253)
India	29	3,489	(3,460)
Japan	(1,315)	186	(1,501)
Thailand	26	77	(51)
Taiwan	67	-	67
Total	(366,516)	(203,300)	(163,216)

Changes in translation differences for the year period amount to a negative variation of 163,216 thousand euros (2016: 35,491 thousand euros), mainly corresponding to:

• Spain, mainly corresponding to the permanent financing granted to subsidiaries that generated traslantion differences regarding the US dollar and the Brazilian real;

• United Kingdom, regarding the fluctuation of the British pound;
• Asia regarding the fluctuation of the Chinese yuan reminbi;
• Eastern Europe regarding to Polish zloty and to Turkish lira;
• North America regarding the fluctuation of US dollar and to a lesser extent to Mexican peso; and,
• Mercosur regarding the fluctuation of Brazilian real and Argentinian peso.

18. Non-controlling interest

The changes in "Equity attributable to non-controlling interest" by company in 2017 and 2016 are as follows:

					Thousands of euros
Company	At December 31, 2016	Changes in consolidation scope	Capital increase	Translation differences	Distribution of dividends	Increase in % of shareholding in companies previously under control	Put Option	Other movements	Profit (loss)	At December 31, 2017
Gestamp Holding Rusia, S.L./Todlem, S.L./ Gestamp Severstal Vsevolozhsk Llc./ Gestamp Severstal Kaluga, Llc.	21,225	-	-	(1,578)	-	-		- (725)	458	19,380
Gestamp Auto Components (Kunshan) Co., Ltd/Gestamp Holding China, AB	36,971	-	-	(2,258)	-	-		- 342	2,380	37,435
Shanghai Edscha Machinery Co., Ltd.	11,166	-	-	(592)	(2,010)	-		- (124)	1,662	10,102
Edscha Pha, Ltd.	4,700	-	1,199	(54)	(1,512)	-		- 28	2,048	6,409
Edscha Aapico Automotive Co. Ltd	1,183	-	-	(49)	-	-		- (3)	325	1,456
Sofedit, SAS	30,245	-	-	-	-	-		- 162	8,844	39,251
Gestamp Wroclaw, sp. Z.o.o.	(4,844)	-	-	(183)	-	-		- (110)	(871)	(6,008)
Gestamp Brasil Industria Autopeças, S.A.	27,504	-	-	(3,999)	-	-	13,752	49	(2,176)	35,130
Gestamp Holding Argentina, S.L. and Argentinian companies	1,884	-	-	(3,480)	-	-	942	-	2,603	1,949
Gestamp Holding México, S.L. and Mexican companies	58,907	-	-	(4,042)	(2,409)	-	29,454	1,962	12,785	96,657
Gestamp North America, INC and North American companies	73,598	-	-	(13,397)	-	-	36,799	14	(5,836)	91,178
Mursolar 21, S.L./Gestamp A. Shenyang, Co. Ltd./Gestamp A. Dongguan, Co. Ltd.	39,114	-	-	(1,318)	-	-		- 75	4,603	42,474
Beyçelik Gestamp Kalip, A.S. / Çelik Form Gestamp Otomotive,
A.S./ Beyçelik Gestamp Teknoloji Kalip, A.S./ MPO Providers rez.	21,841	275	-	(4,051)	-	(3,307)		- (73)	15,108	29,793
S.R.L./Beyçelik Gestamp Sasi, L.S.
Gestamp Automotive India Private Ltd.	23,836	-	-	(1,759)	-	-		- -	6,233	28,310
Jui Li Edscha Body S ystem Co. Ltd./Jui Li Edscha Hainan Industry Enterprise Co. Ltd/ Jui Li Edscha Holding Co. Ltd.		1,889	-	182	-	-	-	(7)	219	2,283
Total	347,330	2,164	1,199	(36,578)	(5,931)	(3,307)	80,947	1,590	48,385	435,799

The most significant variations in "Non-controlling interest" at December 31, 2017 correspond to:

• Inclusion of the companies Beyçelik Gestamp Teknoloji Kalip, A.S., MPO Providers Rezistent, S.R.L., Gestamp Nitra S.R.O., Jui Li Edscha Body System Co, Ltd. and subsidiaries (Note 2.b).
• Increase in "Non-controlling interest" balance included in the Put Option column, corresponds to the reversal of a Put Option granted by the Parent Company to Mitsui & Co. Ltd., related to 10% of shares in subsidiaries companies in which Mitsui & Co. Ltd. was shareholder. The option was not exercised (Note 22.d).
• Increase in shareholding in companies previously under control is due to Beyçelik Gestamp Kalip, A.S. acquisition of 48.4% shareholding in the subsidiary Çelik Form Gestamp Otomotive, A.S. (Note 2.b).
• "Other movements" in 2017 mainly corresponds to profit (loss) adjustments attributable to non-controlling interest in 2016.

					Thousands of euros
Company	At December 31, 2015	Changes in consolidation scope	Capital increase	Translation differences	Distribution of dividends	Increase in % of shareholding in companies previously under control	Put Option	Other movements	Profit (loss)	At December 31, 2016
G Finance Luxemburgo, S.A.	51	(51)	-	-	-	-	-	-	-	-
Gestamp Holding Rusia, S.L./Todlem, S.L./ Gestamp Severstal Vsevolozhsk Llc./ Gestamp Severstal Kaluga, Llc.	11,848	-	-	3,702	-	-	-	(427)	6,102	21,225
Gestamp Auto Components (Kunshan) Co., Ltd/Gestamp Holding China, AB	33,821	-	-	(1,215)	-	-	-	1,687	2,678	36,971
Gestamp 2008, S.L.	6,119	-	-	-	-	(6,119)	-	-	-	-
Edscha Briey S.A.S.	(11,053)	-	-	-	-	11,053	-	-	-	-
Edscha Santander, S.L.	13,466	-	-	-	-	(13,466)	-	-	-	-
Edscha Burgos, S.A.	(1,334)	-	-	-	-	1,334	-	-	-	-
Edscha do Brasil Ltda.	(1,079)	-	-	(190)	-	1,269	-	-	-	-
Shanghai Edscha Machinery Co., Ltd.	12,603	-	-	(475)	(2,169)	-	-	-	1,207	11,166
Edscha Pha, Ltd.	2,773	-	-	43	-	-	-	253	1,631	4,700
Edscha Aapico Automotive Co. Ltd	825	-	151	42	(168)	-	-	80	253	1,183
Gestamp Global Tooling, S.L.	11	-	-	-	-	-	-	-	(11)	-
Sofedit, SAS	21,722	-	-	-	-	-	-	(857)	9,380	30,245
Gestamp Wroclaw, sp. Z.o.o.	(478)	-	-	2	-	-	-	-	(4,368)	(4,844)
Gestamp Brasil Industria Autopeças, S.A.	35,242	-	-	6,162	-	-	(13,752)	495	(643)	27,504
Gestamp Holding Argentina, S.L. and Argentinian companies	6,155	-	-	(2,199)	-	-	(942)	(197)	(933)	1,884
Gestamp Holding México, S.L. and Mexican companies Gestamp North America, INC and North American companies	96,135 105,911	- -	- -	(5,564) 3,683	(6,210) -	- -	(29,454) (36,799)	(69) (1)	4,069 804	58,907 73,598
Mursolar 21, S.L./Gestamp A. Shenyang, Co. Ltd./Gestamp A.
Dongguan, Co. Ltd.	37,526	-	-	(580)	-	-	-	(1,189)	3,357	39,114
Beyçelik Gestamp Kalip, A.S. / Çelik Form Gestamp Otomotive,
A.S./Beyçelik Gestamp Sasi, L.S.	19,388	(2,748)	-	(3,082)	-	-		574	7,709	21,841
Gestamp Automotive India Private Ltd.	16,933	-	-	351	-	-	-	-	6,552	23,836
Total	406,585	(2,799)	151	680	(8,547)	(5,929)	(80,947)	349	37,787	347,330

The most significant variation in "Non-controlling interest" at December 31, 2016 corresponded to:

• Incorporation of the company Çelik Form Gestamp Otomotive, A.S. and exit from consolidation scope of the company G Finance Luxemburgo, S.A. (Note 2.b).
• Increase in shareholding in Gestamp 2008 S.L. Since there was already prior control in this company, there was a direct decrease in non-controlling interest of 6,119 thousand euros and an indirect increase due to the investments of this company in other group companies of 190 thousand euros (Note 2.b).
• Decrease in "Non-controlling interest" included in the Put Option Colum, corresponds to the Put Option granted by the Parent Company to Mitsui & Co. Ltd., issued on December 23, 2016, in relation to 10% of shares in subsidiary companies (Note 22.d).
• "Other movements" in 2016 corresponds to profit (loss) adjustments attributable to noncontrolling interests in 2015.

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 statutes. 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.

Financial information about subsidiaries that have significant non-controlling interests is provided below and has been elaborated following the criteria as follows:

• Based on the individual financial statements of each subgroup, except for USA, Argentina, Mexico and Brazil which information had been based on their Consolidated Financial Statements.
• The formentioned financial statements are adapted to Group criteria.
• Intercompany eliminations from Gestamp Autoción Group consolidation process are not included.
• Other consolidation adjustments from Gestamp Automoción Group are detailed in an aditional line.

Summarised income statement at December 31, 2017 and December 31, 2016:

					2017
Item	USA Subgroup	Argentina Subgroup	Mexico Subgroup	Brazil Subgroup	Beyçelik, A.S.	Gestamp Holding	China Subgroup Mursolar Subgroup Todlem Subgroup		Total
Operating income	973,550	219,098	478,651	305,299	384,534	189,619	211,548	101,482	2,863,781
Operating expense	(990,994)	(200,330)	(420,228)	(288,423)	(339,016)	(181,801)	(193,323)	(89,192)	(2,703,307)
Operating profit	(17,444)	18,768	58,423	16,876	45,518	7,818	18,225	12,290	160,474
Financial profit	(19,659)	(2,098)	802	(18,164)	(3,036)	(32)	(2,762)	(6,185)	(51,134)
Exchange gain (losses)	(2,383)	(874)	6,292	(6,638)	(10,930)	(1,275)	2,287	(3,398)	(16,919)
Impairment and other	-	-	6	619	-	-	-	-	625
Profit before taxes	(39,486)	15,796	65,523	(7,307)	31,552	6,511	17,750	2,707	93,046
Income tax expense	24,507	(6,537)	(14,615)	833	(3,322)	(1,171)	(1,287)	(189)	(1,781)
Non-controlling interest	-	(625)	-	-	-	-	-	-	(625)
Profit attributable to parent company	(14,979)	8,634	50,908	(6,474)	28,230	5,340	16,463	2,518	90,640
	30%	30%	30%	30%	50%	31.05%	35.00%	41.87%	-
Gain (Loss) attributable to non-controlling interest	(4,494)	2,590	15,272	(1,942)	14,115	1,658	5,762	1,054	34,015
Consolidation adjustments	(1,342)	13	(2,487)	(234)	(586)	722	(1,159)	(593)	(5,666)
Non-controlling interest profit	(5,836)	2,603	12,785	(2,176)	13,529	2,380	4,603	461	28,349
Other subgroup non-controlling interest	-	-	-	-	1,579	-	-	(3)	1,576
Onther non-significative non-controlling interest									18,460
Total Gain (Loss) attributable to non-controlling interest	(5,836)	2,603	12,785	(2,176)	15,108	2,380	4,603	458	48,385

					2016
Item	USA Subgroup	Argentina Subgroup	Mexico Subgroup	Brazil Subgroup	Beyçelik, A.S.	Gestamp Holding	China Subgroup Mursolar Subgroup Todlem Subgroup		Total
Operating income	1,086,896	156,838	407,146	220,570	286,509	206,359	195,671	94,996	2,654,985
Operating expense	(1,066,058)	(152,321)	(362,370)	(219,608)	(261,956)	(191,562)	(174,081)	(84,627)	(2,512,583)
Operating profit	20,838	4,517	44,776	962	24,553	14,797	21,590	10,369	142,402
Financial profit	(9,194)	(3,247)	857	(17,745)	(3,089)	(248)	(3,567)	(7,687)	(43,920)
Exchange gain (losses)	631	(2,234)	(24,507)	14,394	(9,461)	(1,759)	(6,875)	16,391	(13,420)
Impairment and other	-	-	(40)	(170)	-	-	-	-	(210)
Profit before taxes	12,275	(964)	21,086	(2,559)	12,003	12,790	11,148	19,073	84,852
Income tax expense	(8,283)	(737)	(7,706)	1,892	(802)	(4,171)	(1,198)	(4,832)	(25,837)
Non-controlling interest	-	158	-	-	-	-	-	-	158
Profit attributable to parent company	3,992	(1,543)	13,380	(667)	11,201	8,619	9,950	14,241	59,173
	30%	30%	30%	30%	50%	31.05%	35.00%	41.87%	-
Gain (Loss) attributable to non-controlling interest	1,198	(463)	4,014	(200)	5,601	2,676	3,483	5,963	22,272
Consolidation adjustments	(394)	(470)	55	(443)	556	2	(126)	141	(679)
Non-controlling interest profit	804	(933)	4,069	(643)	6,157	2,678	3,357	6,104	21,593
Other subgroup non-controlling interest	-	-	-	-	1,552	-	-	(2)	1,550
Onther non-significative non-controlling interest									14,644
Total Gain (Loss) attributable to non-controlling interest	804	(933)	4,069	(643)	7,709	2,678	3,357	6,102	37,787

Summarised balance sheet at December 31, 2017 and December 31, 2016:

					2017
Item	USA Subgroup	Argentina Subgroup	Mexico Subgroup	Brazil Subgroup	Beyçelik, A.S.	Gestamp Holding	China Subgroup Mursolar Subgroup Todlem Subgroup		Total
Total non-current assets	603,798	31,645	276,292	237,421	79,946	70,086	138,481	86,912	1,524,581
Total current assets	458,825	100,960	308,259	110,898	96,731	99,492	2,982	37,919	1,216,066
Total non-current liabilities	(158,468)	(4,329)	(14,496)	(31,537)	(21,696)	(128)	(7,841)	(50,838)	(289,333)
Total current liabilities	(583,327)	(107,394)	(311,055)	(217,717)	(87,237)	(51,078)	(12,593)	(19,862)	(1,390,263)
Equity	(302,740)	(91,742)	(332,356)	(107,143)	(94,891)	(112,609)	(121,029)	(95,698)	(1,258,208)
Translation differences	(18,088)	70,860	73,356	8,078	27,147	(5,763)	-	41,567	197,157
	30%	30%	30%	30%	50%	31.05%	35%	42%	-
Equity attributable to non-controlling interest	(96,248)	(6,265)	(77,700)	(29,720)	(33,872)	(36,755)	(42,360)	(22,665)	(345,585)
Consolidation adjustments	5,070	4,316	(18,957)	(5,410)	4,079	(680)	(114)	3,285	(8,411)
Non-controlling interest	(91,178)	(1,949)	(96,657)	(35,130)	(29,793)	(37,435)	(42,474)	(19,380)	(353,996)
Other not signitificative non-controlling interest	-	-	-	-	-	-	-	-	(81,803)
Total Non-controlling interest									(435,799)

					2016
Item	USA Subgroup	Argentina Subgroup	Mexico Subgroup	Brazil Subgroup	Beyçelik, A.S.	Gestamp Holding	China Subgroup Mursolar Subgroup Todlem Subgroup		Total
Total non-current assets	530,028	40,610	239,320	263,902	74,381	79,383	144,066	98,740	1,470,430
Total current assets	431,960	88,209	256,075	101,982	100,108	142,737	3,324	55,676	1,180,071
Total non-current liabilities	(195,531)	(6,204)	(19,124)	(98,260)	(30,585)	(5)	(12,042)	(79,160)	(440,911)
Total current liabilities	(382,077)	(99,395)	(246,450)	(147,992)	(86,262)	(102,924)	(14,254)	(20,399)	(1,099,753)
Equity	(321,634)	(83,255)	(288,593)	(113,620)	(79,039)	(106,152)	(121,094)	(92,656)	(1,206,043)
Translation differences	(62,746)	60,035	58,772	(6,012)	21,397	(13,039)	-	37,799	96,206
	30%	30%	30%	30%	50%	31.05%	35%	42%	-
Equity attributable to non-controlling interest	(115,314)	(6,966)	(68,946)	(35,890)	(28,821)	(37,009)	(42,383)	(22,969)	(358,298)
Consolidation adjustments	4,917	4,140	(19,415)	(5,366)	6,980	38	3,269	1,744	(3,693)
Put Option	(36,799)	(942)	(29,454)	(13,752)	-	-	-	-	(80,947)
Non-controlling interest	(73,598)	(1,884)	(58,907)	(27,504)	(21,841)	(36,971)	(39,114)	(21,225)	(281,044)
Other not signitificative non-controlling interest	-	-	-	-	-	-	-	-	(66,286)
Total Non-controlling interest									(347,330)

Summarized cash flow at December 31, 2017 and December 31, 2016:

	2017
Item	USA Subgroup	Argentina Subgroup	Mexico Subgroup	Brazil Subgroup	Beyçelik, A.S	Gestamp Holding	China Subgroup Mursolar Subgroup Todlem Subgroup
Operating activities	13,417	22,761	53,870	37,766	48,008	23,284	(20)	24,687
Investing activities	(202,559)	(2,497)	(96,631)	(17,334)	(22,061)	(10,644)	9,664	(1,283)
Financing activities	248,882	(10,447)	55,793	(15,217)	(14,562)	(40,835)	(9,644)	(37,928)
Net increase (decrease) of cash or cash equivalents	59,740	9,817	13,032	5,215	11,385	(28,195)	-	(14,524)

	2016
Item	USA Subgroup	Argentina Subgroup	Mexico Subgroup	Brazil Subgroup	Beyçelik, A.S	Gestamp Holding China Subgroup	Mursolar Subgroup Todlem Subgroup
Operating activities	57,421	7,350	25,749	28,204	26,842	32,393	(53)	31,901
Investing activities	(97,726)	(3,718)	(74,582)	(43,030)	(17,337)	(20,805)	(66,005)	(1,398)
Financing activities	126,474	(8,356)	52,435	26,844	(5,352)	(24,334)	(820)	(1,431)
Net increase (decrease) of cash or cash equivalents	86,169	(4,724)	3,602	12,018	4,153	(12,746)	(66,878)	29,072

19. Deferred income

Deferred income includes grants relating to assets obtained by Group subsidiaries, pending release to the Consolidated Income Statement.

The variation in this heading as at December 31, 2017 and December 31, 2016 is as follows:

	Thousands of euros
Balance at December 31, 2015	30,720
Grants received during the period	2,264
Grants disposals during the period	(529)
Released income during the period (Note 25.b)	(6,218)
Translation differences	(905)
Other movements	613
Balance at December 31, 2016	25,945
Grants received during the period	1,760
Grants disposals during the period	(227)
Released income during the period (Note 25.b)	(4,918)
Translation differences	(261)
Other movements	16
Balance at December 31, 2017	22,315

Grants received correspond to grants from public authorities for investments in plant and equipment and job-creation incentives.

The Group companies are able to meet all the requirements attaching to these grants to qualify as non-reimbursable grants.

Grants to be released to income next year are expected to be similar to the present year.

20. Provisions and contingent liabilities

The breakdown of provisions by concept in 2017 and 2016 is as follows:

	Thousands of euros
	Non-current		Current		Total
	2017	2016	2017	2016	2017	2016
Provision for employee compensation (Note 21)	100,984	91,642	625	1,904	101,609	93,546
Provision for taxes	7,848	7,252	-	-	7,848	7,252
Provision for other responsibilities	34,212	55,259	11,098	16,168	45,310	71,427
	143,044	154,153	11,723	18,072	154,767	172,225

The changes in provisions during 2017 and 2016 are as follows:

	Thousands of euros
	Provision for employee compensation	Provision for taxes	Provision for other responsibilities	Total
Balance at December 31, 2015	79,068	6,898	87,139	173,105
Changes in consolidation scope	-	-	125	125
Increase in allowance	20,568	1,074	20,712	42,354
Decrease	(2,396)	(905)	(38,291)	(41,592)
Translation differences	(169)	781	(93)	519
Other	(3,525)	(596)	1,835	(2,286)
Balance at December 31, 2016	93,546	7,252	71,427	172,225
Changes in consolidation scope	29	-	-	29
Increase in allowance	16,979	1,753	7,808	26,540
Decrease	(6,880)	(670)	(32,885)	(40,435)
Translation differences	(152)	(487)	(1,870)	(2,509)
Other	(1,913)	-	830	(1,083)
Balance at December 31, 2017	101,609	7,848	45,310	154,767

Provision for employee compensation

According to undertaken commitments, the Group has legal, contractual and implicit obligations with staff of certain subsidiaries whose amount or maturity is uncertain.

The provision for long term defined benefit plans is quantified considering the eventual affected assets according to the registration and valuation standards.

Increases in 2017 and 2016 mainly correspond to:

• Provisions for employee compensation regarding seniority awards and other benefits for staying in the company.
• Provisions based on actuarial calculations as detailed in Note 21.
• Provisions for employee compensation regarding a long-term incentive plan for 9,491 thousand euros in 2017 (5,555 thousand euros in 2016). This plan is aimed to certain employees considered as key by the Group management and the amount depends on the compliance with certain consolidated financial parameters in 2019 and 2020, established in the Group Strategic Plan elaborated in 2016. It will be paid in cash. The provision is based on the estimation of the compliance with those consolidated parameters which are linked to the fulfillment of the Group strategic plan. Such incentive plan is not related to the process for admission of the Group to official listing in the Madrid Stock Exchange.

Decreases in 2017 and 2016 mainly correspond to reversal of long term employee compensation provisions.

Provision for taxes

The Group basically registers the estimated amount of tax debts related to tax assessments currently appealed and others whose amount or payment date is uncertain.

Decreases in 2017 and 2016 mainly correspond to the application of provisions relating to tax assessments.

Provision for other responsibilities

This line item primarily reflects provisions recognized by certain Group companies to cover specific risks arising from their day-to-day businesses and provisions for personnel restructuring and onerous contracts in 2016.

In 2016, a provision for the amount 5,309 thousand euros was made with the purpose of reestablishing the financial position of the company Gestamp Palau S.A., included in the consolidation scope by equity method (Note 12.a.1). In 2017, with the integration of the company Gestamp Palau, S.A. in the consolidation scope as fully consolidated (Note 2.b), this provision was reversed.

Decreases in 2016 correspond to the reversal of provisions for onerous contracts from Gestamp Vendas Novas Lda., company belonging to Western Europe segment. This reversal was registered in the heading "Other operating expenses" for the amount of 2,090 thousand euros (Note 26.c).

In 2016 a reversal for the amount of 26,850 thousand euros was made as a result of risk revaluation in a provision from 2015 for risks on commercial activity. The provision was related to operating expenses valuated on 50,000 thousand euros that were registered as consumables and other operating expenses.

This line item also includes provisions for risks related to personnel restructuring, commercial disputes and claims from suppliers.

In 2017, and as a result of the obtainment of new information, the Group made a reversal of 13,640 thousand euros from exceeded provisions.

Other decreases in provisions are mainly related to operational expenses and trade operations provisions applications from different Group subsidiaries.

The Group Management considers 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.

As at December 31, 2017 and December 31, 2016 there are no significant contingent liabilities.

21. Pensions and other post-employment obligations

The breakdown of the provision for employee benefits is as follows:

		Non-current		Current		Total
Item		2017	2016	2017	2016	2017	2016
Employee benefits	a)	21,515	14,114	625	1,904	22,140	16,018
Post-employment benefits
Defined benefit plans	b)	79,469	77,528	-	-	79,469	77,528
Total (Note 20)		100,984	91,642	625	1,904	101,609	93,546

a) Employee benefits

This line item includes provisions by some Group companies for seniority awards and other benefits for staying in the company (anniversary, retirement, awards, etc.).

b) Defined benefit plans

The Group has a number of defined benefit plans. The main defined benefit plans are located in Germany and France. Among these pension plans, some are partially funded by investment funds and some are not funded at all by investment funds.

The risks of the different defined benefit plans are those associated with pensions not funded by an external fund. Other risks of the defined benefit plans common to partially funded plans as well as to unfunded plans are those related to demographic issues, such as mortality and longevity of employees, and those related to financial issues such as pension increase rate depending on inflation.

Assets and liabilities corresponding to the said plans at December 31, 2017 and December 31, 2016, by countries, are the following:

	Thousand of euros
Item	Germany	France	Total
Present value of the defined benefit obligation	76,162	9,775	85,937
Fair value of plan assets and reimbursement rights	(4,575)	(1,893)	(6,468)
Value of defined benefit obligation at December 31, 2017	71,587	7,882	79,469
		Thousand of euros

Item	Germany	France	Total
Present value of the defined benefit obligation	74,551	9,648	84,199
Fair value of plan assets and reimbursement rights	(4,516)	(2,155)	(6,671)
Value of defined benefit obligation at December 31, 2016	70,035	7,493	77,528

The changes in present value of plan liabilities are the following:

	Thousand of euros
	Germany	France	Total
Present value of the defined benefit obligation at December 31, 2015	66,573	8,846	75,419
Current service cost year 2016	2,929	552	3,481
Interest income or expense	-	44	44
Interest income or expense	1,420	175	1,595
Pension cost charged to profit and loss at 2016	4,349	771	5,120
Payments from the plan except any settlements	(1,392)	(173)	(1,565)
Payments from plan settlements	-	-	-
Actuarial gains and losses arising from changes in demographic assumptions	-	(66)	(66)
Actuarial gains and losses arising from changes in financial assumptions	5,021	655	5,676
Actuarial gains and losses attributable to non-controlling interests	-	(229)	(229)
Remeasurements of the net defined benefit liability	5,021	360	5,381 (*)
Other effects	-	(156)	(156)
Present value of the defined benefit obligation at December 31, 2016	74,551	9,648	84,199
Current service cost year 2017	3,261	605	3,866
Gains and losses arising from settlements	-	6	6
Interest income or expense	1,172	144	1,316
Pension cost charged to profit and loss at 2016	4,433	755	5,188
Payments from the plan except any settlements	(2,099)	(366)	(2,465)
Payments from plan settlements	-	-	-
Actuarial gains and losses arising from changes in demographic assumptions	-	(607)	(607)
Actuarial gains and losses arising from changes in financial assumptions	(660)	130	(530)
Actuarial gains and losses attributable to non-controlling interests	-	167	167
Remeasurements of the net defined benefit liability	(660)	(310)	(970) (**)
Other effects	(63)	48	(15)
Present value of the defined benefit obligation at December 31, 2017	76,162	9,775	85,937

The changes in fair value of plan assets are the following:

	Thousand of euros
	Germany	France	Total
Fair value of plan assets and reimbursement rights at December 31, 2015	4,482	2,205	6,687
Interest income or expense	97	10	107
Pension cost charged to profit and loss at 2016	97	10	107
Payments from the plan except any settlements	-	(89)	(89)
Return on plans assets, excluding amounts included in interest	-	-	-
Actuarial gains and losses arising from changes in demographic assumptions	(63)	29	(34)
Actuarial gains and losses attributable to non-controlling interests	-	-	-
Remeasurements of the net defined benefit liability	(63)	29	(34) (*)
Contributions to the plan by the employer	-	-	-
Fair value of plan assets and reimbursement rights at December 31, 2016	4,516	2,155	6,671
Interest income or expense	72	32	104
Pension cost charged to profit and loss at 2017	72	32	104
Payments from the plan except any settlements	-	(285)	(285)
Return on plans assets, excluding amounts included in interest	-	-	-
Actuarial gains and losses arising from changes in financial assumptions	(13)	(9)	(22)
Actuarial gains and losses attributable to non-controlling interests	-	-	-
Remeasurements of the net defined benefit liability	(13)	(9)	(22) (**)
Fair value of plan assets and reimbursement rights at December 31, 2017	4,575	1,893	6,468

(*) The balance registered as actuarial gains and losses, booked as a decrease in the Consolidated Statement of Changes in Equity at December 31, 2016 amounted to 5,415 thousand euros (5,381 thousand euros corresponded to the change in value of the defined benefit liability and 34 thousand euros corresponded to the change in value of the plan assets).

(**) The balance registered as actuarial gains and losses, booked as an increase in the Consolidated Statement of Changes in Equity at December 31, 2017 amounted to 948 thousand euros (970 thousand euros corresponded to the change in value of the defined benefit liability and -22 thousand euros correspond to the change in value of the plan assets).

The breakdown of the expense recognized in the Consolidated Income Statement regarding these plans is as follows:

	Thousand of euros
	Germany		France		Total
Item	2017	2016	2017	2016	2016	2015
Current services cost	3,261	2,929	605	552	3,866	3,481
Gains and losses arising from settlements	-	-	6	44	6	44
Net interest on the net defined benefit liability (asset)	1,100	1,323	112	165	1,212	1,488
Total expense recognised in profit or loss	4,361	4,252	723	761	5,084	5,013

The main categories of plan assets and their fair value are the following:

	Thousand of euros
	Germany		France
Item	2017	2016	2017	2016
Investments quoted in active markets Mixed investment funds in Europe Not quoted investments	4,575	4,516	1,893	-
Investment funds in insurances	-	-	-	2,155
	4,575	4,516	1,893	2,155

The main hypotheses used for determining the defined benefit obligation are the following:

	Germany		France
Item	2017	2016	2017	2016
Discount rate	1.6% - 2.0%	1.6% - 2.3%	1.3% - 1.81%	1,81%-1,9%
Expected rate of return on any plan assets	0%- 1.6%	0%- 1.6%	1.4%	1.9%
Future salary increases rate	2.0%-2.5%	2.0%-2.5%	1.5% -2.0%	1.5% -2.5%
Future pension increases rate	1.5% - 2%	1.5% - 2%	-	-
Inflation rate	2.0%	2.0%	1.0%-1.5%	1.0%-1.4%
Mortality table	RT 2005 G Dr. Klaus Heubeck modified	RT 2005 G	INSEE F 08-14	INSEE F 08-10
Rates of employee turnover, disability and early retirement	Aon Hewitt Standard tables, RT 2005 G, 0.5%	Aon Hewitt Standard tables, RT 2005 G, 0.5%	2.0%	3.0%
Proportion of plan members with dependants who will be eligible for benefits	100%	100%	-	-
Percentage of taxes payable by the plan on contributions relating to service before the reporting date or on benefits resulting from that service	2.0%	2.0%	-	-
Retirement age	-	-	62-65 years	62-65 years

The sensitivity analysis of the value of post-retirement benefits obligations for the main hypotheses at December 31, 2017 and December 31, 2016 are as follows:

		2017
			Germany	France
Assumptions	Sensitivity	Increase	Decrease	Increase	Decrease
Discount rate
Increase	1.00%	-	-		- 7,786
Decrease	1.00%	-	-	10,445	-
Increase	0.5%	-	5,364		- -
Decrease	0.5%	5,959	-		- -
Future pension increases rate
Increase	0.5%	2,636	-		- -
Decrease	0.5%	-	2,361		- -
Future salary increases rate
Increase	0.25%
Decrease	0.25%
Increase	0.5%	86	-	49	-
Decrease	0.5%	-	78		- 45
Mortality rate
Decrease	1 year	1,374	-	-	-

		2016
		Germany		France
Assumptions	Sensitivity	Increase	Decrease	Increase	Decrease
Discount rate
Increase	0.25%	-	-	-	301
Decrease	0.25%	-	-	317	-
Increase	0.5%	-	12,469	-	-
Decrease	0.5%	14,971	-	-	-
Future pension increases rate		-	-	-	-
Increase	0.5%	11,660	-	-	-
Decrease	0.5%	-	10,105	-	-
Future salary increases rate		-	-	-	-
Increase	0.5%	85	-	641	-
Decrease Mortality rate	0.5%	-	76	-	583
Increase	1 year	1,389	-	-	-

The expected future payments related to pension benefit at December 31, 2017 and December 31, 2016 are the following:

	Thousand of euros
		2017
	Germany	France	Total	Germany	France	Total
Within the next 12 months	3,652	107	3,759	3,254	108	3,362
Between 2 and 5 years	11,500	2,070	13,570	11,167	1,882	13,049
Beyond 5 years	14,955	21,426	36,381	15,904	23,447	39,351
Total	30,107	23,603	53,710	30,325	25,437	55,762

22. Non-trade liabilities

The breakdown of non-trade liabilities at December 31, 2017 and December 31, 2016 classified by concepts is as follows:

			Thousands of euros
			Non current			Current
	Item		2017	2016		2017	2016
a)	Interest-bearing loans and borrowings and debt issues	a.1)	2,167,091	1,548,305	a.2)	543,789	419,294
b)	Derivative financial instruments	b.1)	66,201	87,983		-	-
c)	Other financial liabilities		121,612	132,805		4,537	5,922
	Financial leasing	c.1)	30,120	30,096	c.1)	2,552	3,478
	Borrowings from related parties	c.2)	57,309	67,718	c.2)	1,985	2,444
	Other liabilities	c.3)	34,183	34,991	c.3)	-	-
d)	Other non-trade liabilities	d)	9,593	10,358		129,953	290,820
	Total		2,364,497	1,779,451		678,279	716,036

The changes in liabilities related to financing activities, as shown in a), b) and c) headings of the table above, are detailed as follows:

	Thousand of euros
	2016	Cash flow	Variations in foreign currency	Changes in fair value	New lease contracts	Others	2017
Interest-bearing loans, borrowings and debt issues (Non-current)	1,548,305	736,987	(5,083)	-	-	(113,118)	2,167,091
Interest-bearing loans and borrowings (Current)	419,294	(26,419)	(8,498)	-	-	159,412	543,789
Financial leasing (Non-current)	30,096	-	(4,362)	-	5,711	(1,325)	30,120
Financial leasing (Current)	3,478	(1,630)	(621)	-	-	1,325	2,552
Borrowings from related parties (Non-current)	67,718	(7,010)	(2,357)	-	-	(1,042)	57,309
Borrowings from related parties (Current)	2,444	62	-	-	-	(521)	1,985
Other non-trade liabilities	34,991	(808)	-	-	-	-	34,183
Total (Note 4.5)	2,106,326	701,182	(20,921)	-	5,711	44,731	2,837,029
Derivative financial instruments	87,983	-	-	(21,782)	-	-	66,201
Total	2,194,309	701,182	(20,921)	(21,782)	5,711	44,731	2,903,230

Column "Others" mainly include the effect of the reclassification between current and non-current liabilities due to passage of time. It also include financial liabilities from business combinations (Note 3).

a) Interest-bearing loans, borrowings and debt issues

a.1) Non-current interest-bearing loans, borrowings and debt issues

The breakdown by segment and maturity date of non-current interest-bearing loans and borrowings is as follows:

		2016
Description	2019	2020	2021	2022	Beyond	Total	Total
In Euro	145,953	394,965	363,453	605,397	639,006	2,148,774	1,528,472
Western Europe	118,870	384,535	361,423	604,857	639,006	2,108,691	1,511,689
Eastern Europe	27,083	10,430	2,030	540	-	40,083	16,783
In foreign currency	5,757	3,614	1,971	4,379	2,596	18,317	19,833
Brazilian real
Mercosur Turkish lira	3,368	3,057	1,925	2,111	2,596	13,057	14,198
Eastern Europe Czech crown	1,100	550	46		-	1,696	-
Europa oriental Remimbi yuan	1,262		-	-	-	1,262	2,510
Asia Romanian leu	-	-	-	-	-	-	2,726
Eastern Europe Korean won	-	-	-	2,268	-	2,268	-
Asia	27	7	-	-	-	34	399
Total	151,710	398,579	365,424	609,776	641,602	2,167,091	1,548,305

The breakdown of maturity dates for the balances at December 31, 2016 is as follows:

Thousands of euros
2016
Total	Beyond	2021	2020	2019	2018
1,548,305	648,430	390,619	250,027	159,279	99,950

The guarantees granted are personal guarantees of the borrower and were granted by a group of subsidiary companies (Annex III).

There are no real guarantees over loans at December 31, 2016 nor at December 31, 2017 (Note 11).

It also exists real and related guarantees in the description of individual financial arrangements included in this Note.

The nominal interest rate on the loans at December 31, 2017 is as follows:

		Interest rate
•	Loans denominated in euro	0.90% - 1.45%
•	Loans denominated in Brazilian real*	4.50% - 8.50%
•	Loans denominated in Korean won	3.60%
•	Loans denominated in US dollar	3.00%

* The lower level of the range corresponds to loans received by BNDES with a subsidized interest rate.

The nominal interest rate on the loans at December 31, 2016 is as follows:

		Interest rate
•	Loans denominated in euro	1.00% - 1.45%
•	Loans denominated in Brazilian real*	4.50% - 8.50%
•	Loans denominated in Korean won	3.60%
•	Loans denominated in US dollar	1.45% - 2.10%

* The lower level of the range corresponds to loans received by BNDES with a subsidized interest rate.

The loans in the schedule above where certain Group companies are guarantors or which are subject to covenants, are the following:

I) 2012 Bank of America Loan and 2013 Syndicated Loan (modified in 2016)

On May 20, 2016 the Parent Company signed an agreement modifying the syndicated loan from April 2013. The agreement modified the amount granted (increase of 340 million euros, tranche A2) and certain loan conditions.

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 March 21, 2017, maturity date of the contract, the loan signed between the Parent Company and Bank of America was completely paid.

The most relevant information regarding interest-bearing loans and borrowings subject to covenants at December 31, 2017 and December 31, 2016 is as follows:

Entity	Initial date	Modification agreement date	Amount granted	Maturity date	Financial obligations	Restrictions
Bank of America Securities Limited	March 21, 2012		60 million euros	March 21, 2017	"Net debt/EBITDA" below 3.50x "EBITDA/Financial expense" above 4.00x	N/A
Group of banks	April 19, 2013	May 20, 2016 *	Tranche A1: 532 million euros Tranche A2: 340 million euros Revolving Credit Facility:280 million euros	Tranche A1: May 31, 2021 Tranche A2: May 31, 2021 Revolving Credit Facilities: May 31, 2021 *	"Net debt/EBITDA" below or equal 3.50x "EBITDA/Financial expense" above 4.00x	Limitation for the dividends distribution: - Dividends can be no more than 50% of the consolidated benefit

(*) On July 25, 2017 the Parent Company signed an agreement to modify the original syndicated loan signed on April 2013. This agreement implies changes in interest rates and maturity dates. The maturity date for the contract was modified to July 15, 2022.

The outstanding amount of the syndicated loan, granted to the Parent Company, is registered as longterm in the amount of 852,473 thousand euros.

The Revolving Credit Facility granted, amounting to 280,000 thousand euros, was undrawn neither at December 31, 2017 nor at December 31, 2016.

As at December 31, 2016 and December 31, 2016, the Parent Company is not in breach of any of these covenants.

Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of the mentioned loans. These companies are specified in Annex III.

II) May 2013 and May 2016 Bonds

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 euros with an interest rate of 5.875%, and the other amounting to 350 million dollars with a 5.625% interest rate.

The initial maturity date of the bonds was May 31, 2020 and interest are payable every six months (November and May).

On September and October 2015, the Group acquired a part of the issued bonds for 16,702 thousand dollars and 5,500 thousand euros.

On May 11, 2016, a new issuance of bond by the subsidiary Gestamp Funding Luxembourg, S.A. was made for the amount of 500 million euros with a spread rate of 3.5%. This new issue of bonds was used to refinance the May 2013 bond emission plus interest payments, and was considered as a refinancing operation due to the nonexistence of significant modifications of the debt.

The tranche A2 of the new syndicated loan for 340 million euros granted on May 20 (heading I) was used on June 17, 2016 to fully cancel the US dollar bond issued in May 2013 plus interest payments.

After the required analysis, this re-financing was considered new debt and as a result was registered a financial expense for the amount of 9.8 million euros in the Consolidated Income Statement at December 31, 2016.

The maturity date of the new bond is May 15, 2023 with coupon payable every six months (in November and May).

The carrying value of the May 2016 bond emission at December 31, 2017 amounts to 479 million euros (December, 31 2016: 486 million euros). The carrying value of the May 2013 bonds at December 31, 2015 at the exchange rate of the said date amounted to 793 million euros (489 million euros and 304 million euros corresponding to the euro and dollar bond respectively).

Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of the bonds. These companies are specified in Annex III.

III) European Investment Bank

On June 15, 2016 the Parent Company signed a financing agreement with the European Investment Bank for the amount of 160 million euros.

The loan term is seven years with maturity on June 22, 2023. The Parent Company must accomplish certain financial obligations related to Consolidated Financial Statements over the life of the loan. The mentioned obligations are as follows:

• "EBITDA / Financial expense" above 4.00x
• "Net Financial Debt / EBITDA" below 3.50x

The non-fulfilment of these financial obligations implies the early maturity of the loan. It exists a 20 working days period of grace to remedy the breach of these financial obligations. As at December 31, 2017 and 2016 these ratios were within the limits mentioned above ("EBITDA / Financial expense" ratio was 9.59 at December 31, 2017 and 9.00 at December 31, 2016, and "Net Financial Debt / EBITDA" ratio was 2.13 at December 31, 2017 and 1.94 at December 31, 2016).

It also exists a limitation on dividends distribution such that dividends each year can be no more than 50% of the consolidated net income.

The outstanding amount of the syndicated loan, granted to the Parent Company, is registered as longterm in the amount of 160 million euros.

Parent Company ratios accomplished both covenants on December 31, 2017 and on December 31, 2016.

Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of this loan. These companies are specified in Annex III.

IV) KfW IPEX Bank GmbH

On June 26, 2017 the Parent Company signed a financing agreement with KfW IPEX Bank GmbH for the amount of 45 million euros.

The loan term is five years with maturity on June 19, 2022.

The outstanding amount of the syndicated loan, granted to the Parent Company, is registered as longterm in the amount of 45 million euros.

The Parent Company must accomplish certain financial obligations related to Consolidated Financial Statements over the life of the loan. The mentioned obligations are as follows:

• "EBITDA / Financial expense" above 4.00x
• "Net Financial Debt / EBITDA" below 3.50x

The non-fulfilment of these financial obligations implies the early maturity of the loan. It exists a 20 working days period of grace to remedy the breach of these financial obligations. As at December 31, 2017 and 2016 these ratios were within the limits mentioned above ("EBITDA / Financial expense" ratio was 9.59 at December 31, 2017 and 9.00 at December 31, 2016, and "Net Financial Debt / EBITDA" ratio was 2.13 at December 31, 2017 and 1.94 at December 31, 2016).

Parent Company ratios accomplished both covenants on December 31, 2017 and on December 31, 2016.

Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of this loan. These companies are specified in Annex III.

a.2) Current interest-bearing loans and borrowings

The breakdown by segment of current interest-bearing loans and borrowings is as follows:

Thousands of euros
	Credit facilities									(a)+(b)+(c)+(d)
Description		Drawn down (a)		Limit		Loans (b)		Accrued interest (c)		Discounted bills (d)		TOTALS
	2017	2016	2017	2016	2017	2016	2017	2016	2017	2016	2017	2016
In Euro	2,726	109,629	574,800	528,800	418,419	246,478	10,081	7,987	1,194	88	432,420	364,182
Western Europe	2,726	109,629	574,800	528,800	407,727	229,557	9,315	7,701	1,194	88	420,962	346,975
Eastern Europe	-	-	-	-	7,476	15,067	759	273	-	-	8,235	15,340
Asia	-	-	-	-	3,216	1,854	7	13	-	-	3,223	1,867
In foreign currency	31,292	8,484	102,180	46,600	79,561	46,313	516	315	-	-	111,369	55,112
US dollar											-	-
Western Europe	-	-	-	-	37,485	-	129	-	-	-	37,614	-
North America	-	-	-	-	16,660	19,017	4	-	-	-	16,664	19,017
Turkish lira	-	-	-	-	-	-	-	-	-	-	-
Eastern Europe	1,196	772	4,124	5,199	14,979	6,747	334	282	-	-	16,509	7,801
Argentine peso	-	-	-	-	-	-	-	-	-	-	-
Mercosur	-	-	-	-	3,154	-	-	-	-	-	3,154	-
Brazilian real	-	-	-	-	-	-	-	-	-	-	-
Mercosur Indian rupee	- -	- -	- -	- -	3,105 -	4,119 -	24 -	12 -	- -	- -	3,129 -	4,131
Asia	26,123	4,850	59,320	33,763	165	212	-	-	-	-	26,288	5,062
Remimbi yuan	-	-	-	-	-	-	-	-	-	-	-
Asia	3,973	2,862	37,169	6,064	1,269	14,485	25	20	-	-	5,267	17,367
Czech crown	-	-	-	-	-	-	-	-	-	-	-
Eastern Europe	-	-	-	-	1,262	1,255	-	-	-	-	1,262	1,255
Romanian leu
Eastern Europe Korean won	- -	- -	- -	- -	1,118 -	- -	- -	- -	- -	- -	1,118 -	-
Asia	-	-	1,567	1,574	364	478	-	1	-	-	364	479
Total	34,018	118,113	676,980	575,400	497,980	292,791	10,597	8,302	1,194	88	543,789	419,294

The Group had 567 million euros in with-recourse and non-recourse factoring and available discounting facilities at December 31, 2017 (569 million euros at December 31, 2016).

Interest rate on the credit facilities is basically indexed to a floating rate of Euribor plus a spread between 0.50% and 0.75% in 2017 and 2016.

b) Derivative financial instruments

b.1) Interest rate derivatives and exchange rate derivatives

The Consolidated Balance Sheet register the fair value of interest rate hedges and the fair value of derivatives held for trading contracted by the Group:

	Thousands of euros
Description	2017	2016
Financial assets - derivatives (Note 12.a.3)	14,718	25,710
Others	14,718	25,710
Financial liabilities - derivatives	66,201	87,983
Derivatives held for trading	11,914	13,123
Cash flow hedges	39,569	49,150
Others	14,718	25,710

The interest rate swaps, arranged by the Group, in place at December 31, 2017 and December 31, 2016 are the following:

		Thousands of euros
			2017		2016
Contract	Item	Asset	Liability	Asset	Liability
1	Derivatives held for trading	-	4,025	-	4,277
2	Derivatives held for trading	-	4,726	-	5,484
5	Derivatives held for trading	-	3,163	-	3,362
	Total derivatives held for trading	-	11,914	-	13,123
1	Cash flow	-	8,145	-	10,494
2	Cash flow	-	18,601	-	20,889
3	Cash flow	-	5,145	-	6,796
4	Cash flow	-	1,761	-	3,432
5	Cash flow	-	5,917	-	7,539
	Total cash flow hedges	-	39,569	-	49,150

As at December 31, 2017 the Group arranges a strategy to hedge interest rate risk on notional of the Group's estimated bank debt for the period from 2018 to 2021, via several interest rate swaps with the following notional amounts at December 31 of each year in thousands of euros:

Year	Contract 1	Contract 2	Contract 3	Contract 4	Contract 5
2018	140,000	320,000	77,835	110,000	110,000
2019	140,000	320,000	77,835	-	110,000
2020	140,000	320,000	77,835	-	110,000

The interest rate swaps, arranged by the Group, in place at December 31, 2017 have the following terms:

Contract	Effective date	Maturity date	Floating rate (to be received)	Fixed rate (to be paid)
Contract 1	July 1, 2015	January 4, 2021		3-month Euribor 0.25% (2015), 0.45% (2016), 1.20% (2017), 1.40% (2018), 1.98% (2019) and 2.15% (2020)
Contract 2	December 30, 2014	January 4, 2021	1-month Euribor	0.25% (2015-2016-2017), 1.40% (2018), 1.98% (2019) and 2.15% (2020)
Contract 3	January 2, 2015	January 4, 2021	3-month Euribor	1.24% (2015), 1.48% (2016), 1.66% (2017), 1.99% (2018) and 2.09% beyond
Contract 4	April 2, 2014	January 2, 2019	3-month Euribor	1.26%
Contract 5	July 1, 2015	January 4, 2021		3-month Euribor 0.15% (2015), 0.40% (2016), 1.00% (2017), 1.25% (2018), 1.80% (2019) and 2.05% (2020)

The hedging arrangements, outlined above, are qualified as effective hedges under IFRS hedge accounting criteria. Accordingly, changes in the fair value of the swaps are recognized in equity while the accrued interest is recognized in the Consolidated Income Statement.

The cash flows underlying the hedges are expected to affect the Consolidated Income Statement during the following years:

Thousands of euros
2017
2018	(13,269)
2019	(13,643)
2020	(12,527)
2021	(130)
Total	(39,569)

Thousands of euros
2016
2017	(8,680)
2018	(12,766)
2019	(13,800)
2020	(13,904)
Total	(49,150)

As at December 31, 2017 the Group has transferred from Equity to the Consolidated Income Statement, the amount of 8,969 thousand euros (expense) as a result of liquidations carried out in the corresponding year to cash flow (interest rate) hedges. In 2016, expense recognized on the same basis amounted to 5,927 thousand euros.

In 2017, the Group recognized a 1,209 thousand euros revenue in the Consolidated Income Statement relating to changes in value neither of derivatives held for trading, and a 877 thousand euros revenue relating to hedges inefficiency. In 2016 the Group recognized expense amounting to 13,099 thousand euros in the Consolidated Income Statement relating to changes in value of derivatives held for trading and expense amounting to 877 thousand euros relating to hedges inefficiency.

The effect of financial instruments in retained earnings in 2017 and 2016 is as follows:

	Thousands of euros
Fair value adjustment at December 31, 2015	(32,125)
Variation in fair value adjustment	(2,631)
Variation in deferred tax from financial instruments (Note 28)	1,023
Variation in derivative financial instruments (liabilities)	(4,531)
Effect in profit due to hedge inefficiency	877
Fair value adjustment at December 31, 2016	(34,756)
Variation in fair value adjustment	6,267
Variation in deferred tax from financial instruments (note 28)	(2,437)
Variation in derivative financial instruments (liabilities)	9,581
Effect in profit due to hedge inefficiency	(877)
Fair value adjustment at December 31, 2017	(28,489)

"Others" includes the present value of implicit derivatives of exchange rates applicable to sales and purchases prices in certain customer and suppliers contracts (Note 12.a.3).

b.2) Net investment hedges

According to Note 22.a.1.II, the bond issued by the subsidiary Gestamp Funding Luxembourg, S.A. amounting to 350 million US dollars, was classified on January 1, 2014 as hedge in net investment in subsidiaries located in the United States. On June 17, 2016 this bond was purchased and fully cancelled (Note 22.a.1.II)).

This bond covered the Group exposure to the exchange rate risk of these investments. The gains and losses arising in the conversion of the debt are included in consolidated equity under the heading Translation differences to compensate the possible gains and losses due to the conversion of the net investment in the subsidiaries.

Since this bond is considered a hedge instrument, the result generated in the conversion of the debt is included (net of tax effect) in consolidated equity under the heading Translation differences. The result amounted to 11,760 thousand euros in profit in 2016 (8,467 thousand euros net of taxes).

Cumulative translation differences through June 17, 2016 (date of the cancellation of the US dollar bonds) led to a loss of 46,813 thousand euros (33,706 thousand euros net of taxes).

The net investment in these subsidiaries includes the investment in the equity of the subsidiaries and the loans in US dollars granted to those subsidiaries by Group companies whose functional currency is Euro.

Although the bond was issued in US dollar by Gestamp Funding Luxembourg, S.A on May, 2013, the hedging relationship was not established for accountancy purposes until January 1, 2014. As at June 17, 2016, maturity date of this bond issued in US dollars, there was no hedge inefficiency.

c) Other liabilities

c.1) Financial leasing

The finance lease commitments, recognized under this heading, correspond to the present value of the payment commitments on the finance leases outlined in Note 11. The payment schedule for these lease payments and the corresponding finance expenses are as follows:

	2017
	Thousands of euros
		Present value of lease obligations
	Short term		Long term		Future	Financial
Segment	Less than one year	Between one and five years	More than five years	Total	financial expenses	lease installments
North America	996	4,325	13,562	17,887	5,018	23,901
Eastern Europe	1,545	10,073	2,160	12,233	858	14,636
Western Europe	11	-	-	-	-	11
Total	2,552	14,398	15,722	30,120	5,876	38,548

	2016
	Thousands of euros
	Present value of lease obligations
	Short term		Long term		Future financial	Financial lease
Segment	Less than one	Between one	More than five	expenses Total		installments
	year	and five years	years
North America	1,101	4,778	16,777	21,555	6,453	29,109
Eastern Europe	2,313	7,701	830	8,531	1,562	12,406
Western Europe	64	10	-	10	3	77
Total	3,478	12,489	17,607	30,096	8,018	41,592

c.2) Borrowings with related parties

This heading in the Consolidated Balance Sheet includes the following items with related parties:

	Thousands of euros
	Long term			Short term
Description	2017	2016	2017		2016
Loans (Note 31.1)	33,053	42,420		93	-
Fixed assets suppliers (Note 31.1)	24,256	25,298		-	-
Interest (Note 31.1)	-	-		1,892	2,413
Current accounts (Note 31.1)	-	-		-	31
Total	57,309	67,718		1,985	2,444

As at December 31, 2017 and December 31, 2016 the balance of long-term fixed assets suppliers with Acek, Desarrollo y Gestión Industrial, S.L. corresponds to the purchase of the GESTAMP brand.

On June 22, 2017 the loan that the subsidiary Gestamp Severstal Kaluga, Llc. from Eastern Europe segment, borrowed from its minor shareholder JSC Karelsky and with maturity on May 2019 was fully paid (Note 31.1).

The breakdown of expected maturities for borrowings with related parties is as follows (Note 31.1):

	Thousands of euros
Description	2019	2020	2021	2022	Beyond	Total 2017	Total 2016
Loans	22,767	-	-	10,286	-	33,053	42,420
North America	18,197	-	-	-	-	18,197	20,771
Eastern Europe	4,570	-	-	10,286	-	14,856	21,649
Fixed assets suppliers	1,110	1,183	1,260	1,343	19,360	24,256	25,298
Western Europe	1,110	1,183	1,260	1,343	19,360	24,256	25,298

The breakdown of maturity dates for the balances at December 31, 2016 is as follows:

Thousands of euros
		2016
2018	2019	2020	2021	Beyond	Total
21,813	12,555	1,183	1,260	30,907	67,718

Interest rates of loans granted by related parties are at market value.

c.3) Other liabilities

Other non-current liabilities

The breakdown of the amounts included under this heading, by nature and maturity, at December 31, 2017 and December 31, 2016 is as follows:

	Thousands of euros
	Total Total
Description	2019	2020	2021	2022	Beyond	2017	2016
Loans from Ministry of Science and Technology	9,715	5,811	5,375	4,863	8,419	34,183	34,991

The detail of these amounts corresponds to companies included in the Western Europe segment.

The breakdown of maturity dates for the balances at December 31, 2016 is as follows:

Thousands of euros
2016
2018	2019	2020	2021	Beyond	Total
6,316	5,920	5,559	5,007	12,189	34,991

d) Other non-trade liabilities

The breakdown of the amounts included under this heading by maturity and segment at September 30, 2017 and December 31, 2016 is as follows:

	Thousands of euros
						Total	Total
Description	2019	2020	2021	2022	Beyond	2017	2016
Guarantees received	6	-	-	-	392	398	392
Western Europe	6	-	-	-	391	397	390
Mercosur	-	-	-	-	1	1	2
Fixed assets suppliers	-	-	-	-	-	-	510
Western Europe	-					-	138
Mercosur	-	-	-	-	-	-	372
Other creditors	1,519	1,289	3,542	1,858	987	9,195	9,456
Western Europe	1,496	1,285	3,542	1,617	987	8,927	6,780
Eastern Europe	-	-	-	241	-	241	2,303
Mercosur	23	4	-	-	-	27	373
Total	1,525	1,289	3,542	1,858	1,379	9,593	10,358

The breakdown of maturity dates for the balances at December 31, 2016 is as follows:

Thousands of euros
2016
2018	2019	2020	2021	Beyond	Total
5,857	1,200	810	957	1,534	10,358

Other current liabilities

The amounts included under this heading by nature are as follows:

	Thousands of euros
Item	2017	2016
Fixed assets suppliers	99,277	182,953
Other suppliers (Note 31.1)	1,311	1,050
Dividends (Note 31.1)	5	848
Short term debts	29,284	29,156
Put Option	-	76,900
Short term interests payable	66	16
Deposits and guarantees	294	140
Others	(284)	(243)
Total	129,953	290,820

On December 23, 2016 the Parent Company granted a Put Option to Mitsui & Co. Ltd. for 10% of the shares in certain subsidiaries. The Put Option was valued according to the calculation method established in the contract, based on a multiplier of EBITDA generated in 2016 by the subsidiaries included in the put option. This option would be exercisable within 45 days after the notification to Mitsui & Co. Ltd. of the intention to start a process for admission to official listing in the Madrid Stock Exchange.

On February 24, 2017 Mitsui & Co. Ltd notified irrevocably that the Put Option will not be exercised, and consequently the recognition of this option was cancelled. This implied a debt withdrawal for 76,900 thousand euros, as specified in the previous paragraph, a restitution of its effect on noncontrolling interest for 80,947 thousand euros (Note 18), and the retrocession of the effect of this operation in reserves at fully consolidated companies for 4,047 thousand euros (Note 16).

23. Deferred Taxes

The changes in deferred tax assets and liabilities were as follows:

	Thousands of euros
Deferred tax assets	Tax credits	Reversal of start-up expenses	Non deductible provisions	Accelerated depreciation	Unrealized, non deductible exchange gains (losses)	Other	Total
At December 31, 2015	150,277	79	48,275	5,438	4,349	62,359	270,777
Inclusion in scope	-	-	-	-	-	-	-
Increases	19,248	-	7,081	1,565	1,566	19,689	49,149
Decreases	(38,691)	(72)	(12,743)	(123)	(6,061)	(15,842)	(73,532)
Translation differences	2,836	(6)	677	(228)	623	(2,332)	1,570
Other	22,150	-	(9,320)	558	6,917	5,170	25,475
At December 31, 2016	155,820	1	33,970	7,210	7,394	69,044	273,439
Inclusion in scope	6,190	-	4		2	1,445	7,641
Increases	33,583	-	6,461	1,202	3,741	26,534	71,521
Decreases	(21,677)	-	(6,170)	(449)	(2,868)	(15,616)	(46,780)
Translation differences	(4,808)	-	(1,231)	(239)	(871)	(2,211)	(9,360)
Other	(27,316)	(1)	3,108	(246)	(56)	(6,151)	(30,662)
At December 31, 2017	141,792	-	36,142	7,478	7,342	73,045	265,799

Other regarding Tax credits: The 22,150 thousand euros amount in 2016 mainly corresponded to the recognition of tax credits due to negative tax bases and incentives from previous years. In 2017 the (27,316) thousand euros amount under this heading mainly correspond to the effect of the recalculation of deferred tax from Gestamp North America and subsidiaries fiscal group as result of the change in tax rate from 35% to 21% for 2018 and onward, being considered an estimated application period of 5 years regarding those tax credits for USA based companies.

Increases in Other amounting to 19,689 thousand euros in 2016 mainly corresponded to the tax effect of hedges from the Parent Company as well as to non-deductible expenses from invoices to be received by Gestamp Polska SP. z.o.o. The amount of 26,534 thousand euros in 2017 mainly correspond to the tax effect of non-deductible expenses from invoices to be received by Gestamp Polska SP. z.o.o.

Decreases in Other amounting to 15,842 thousand euros in 2016 and 15,616 thousand euros in 2017, mainly correspond to the reversal of non-deductible expenses from invoices to be received by Gestamp Polska SP. z.o.o. from previous years. Additionally, in 2017 this figure also includes the tax effect of hedges from the Parent Company.

	Thousands of euros
Deferred tax liabilities	Tax deduction - goodwill individual companies	Capitalization of expenses	Allocation to goodwill	Revaluation of land and buildings	Depreciation/ amortization	Other	Total
At December 31, 2015	8,130	49,452	28,841	50,739	76,604	11,778	225,544
Inclusion in scope							-
Increases	716	11,625	-	286	1,437	20,433	34,497
Decreases	(633)	(5,755)	(3,645)	(1,576)	(4,677)	-	(16,286)
Translation differences		(634)	446	142	1,909	(902)	961
Other	133	(103)		1,246	(3,195)	(18)	(6,262)
At December 31, 2016	8,346	54,585	25,642	50,837	72,078	31,291	238,454
Inclusion in scope						134	134
Increases	1,389	19,019		286	5,811	7,353	33,858
Decreases		(11,753)	(1,507)	(1,476)	(826)	(3,141)	(18,703)
Translation differences		(45)	-	(167)	(7,582)	(969)	(8,763)
Other	-	(3,753)		-	(19,192)	(4,591)	(27,536)
At December 31, 2017	9,735	58,053	24,135	49,480	50,289	30,077	217,444

Other regarding Depreciation/Amortization: The amount of (19,192) thousand euros in 2017 mainly correspond to the effect of the recalculation of deferred tax from Gestamp North America and subsidiaries fiscal group as result of the change in tax rate from 35% to 21% for 2018 and onward.

Increases in Other: The amount of 20,433 thousand euros in 2016 mainly corresponded to the tax effect of the retrocession in consolidation process of the hedges registered as inefficient by the Parent Company and considered efficient at Group level.

Translation differences generated in 2017 and 2016 amounting to (597) thousand euros and 609 thousand euros respectively mainly corresponded to the application of different exchange rates each year (Note 28).

24. Trade and other payables

a) Trade payables

	Thousands of euros
	2017	2016
Trade accounts payable	1,057,690	978,617
Trade bills payable	138,259	147,166
Suppliers from related parties (Note 31.1)	317,054	226,348
Trade creditors, related parties (Note 31.1)	80	4,013
Total	1,513,083	1,356,144

b) Other payables

	Thousands of euros
	2017	2016
VAT payable	81,225	60,682
Tax withholdings payable	15,312	12,910
Other items payable to the tax authorities	17,242	18,101
Payable to social security	31,661	28,124
Other payables	8,712	14,918
Outstanding remuneration	120,933	109,819
Total	275,085	244,554

25. Operating revenue

a) Revenue

The breakdown of revenue by category in 2017 and 2016 is as follows:

	Thousands of euros
	2017	2016
Parts, prototypes and components	7,166,134	6,767,411
Tools	746,366	579,167
Byproducts and containers	272,589	194,163
Services rendered	16,482	8,197
Total	8,201,571	7,548,938

The geographical breakdown of revenue was as follows:

	Thousands of euros
	2017	2016	% variat.
Western Europe	4,011,171	3,704,114	8.3%
Spain	1,448,269	1,320,922	9.6%
Germany	1,158,328	1,044,527	10.9%
United Kingdom	636,405	670,805	-5.1%
France	501,413	434,989	15.3%
Portugal	198,359	159,911	24.0%
Sweden	68,397	72,960	-6.3%
Eastern Europe	1,043,441	859,489	21.4%
Turkey	322,297	272,037	18.5%
Czech Republic	185,295	167,687	10.5%
Russia	113,752	107,623	5.7%
Poland	307,889	256,290	20.1%
Hungary	66,973	50,584	32.4%
Slovakia	11,523	5,268	118.7%
Romania	35,712	-
Mercosur	562,316	401,365	40.1%
Brazil	346,256	245,709	40.9%
Argentina	216,060	155,656	38.8%
North America	1,482,798	1,546,104	-4.1%
USA	1,012,337	1,153,802	-12.3%
Mexico	470,461	392,302	19.9%
Asia	1,101,845	1,037,866	6.2%
China	736,292	719,602	2.3%
India	218,602	168,187	30.0%
South Korea	133,406	137,844	-3.2%
Japan	7,765	7,259	7.0%
Thailand	5,505	4,974	10.7%
Taiwan	275	-
	8,201,571	7,548,938	8.6%

b) Other operating income

	Thousands of euros
	2017	2016
Other operating income	40,841	23,221
Grants related to income	5,245	3,494
Grants related to assets released to income for the year (Note 19)	4,918	6,218
Surplus provision for environmental matters and other commitments	4,462	4,261
Own work capitalized	128,094	93,383
Others	13,632	994
Profit (loss) from PP&E disposals	5,981	-
Adjustments from prior years	(1,688)	-
Other	9,339	994
Total	197,192	131,571

Other operating income in 2017 and 2016 mainly include third party billing for transactions different from the main activity of the companies.

26. Operating expenses

a) Raw materials and other consumables

	Thousands of euros
	2017	2016
Purchases of goods for resale and tools	605,254	860,423
Discounts for prompt payment	(1,825)	(1,769)
Purchase returns and similar transactions	2,865	(663)
Volume discounts	(11,804)	(8,240)
Change in inventories (**)	(55,744)	(32,136)
Purchases of raw materials	3,221,954	2,666,535
Consumption of other supplies	743,511	668,011
Work performed by third parties	362,974	354,606
Impairment of goods for resale and raw materials (**)	19,248	5,054
Reversal of impairment of goods for resale and raw materials (**)	(4,307)	(2,079)
Total	4,882,126	4,509,742

**The total of these line items amounts to a net consumption of raw materials of 40,803 thousand euros (Note 13).

b) Personnel expenses

The breakdown of "Personnel expenses" in the Consolidated Income Statement is as follows:

		Thousands of euros
	2017	2016
Salaries	1,142,532	1,043,824
Social security	247,461	225,570
Other benefits expenses	102,853	97,490
Total	1,492,846	1,366,884

Other benefit expenses include the contributions to defined contribution plans amounting to 5.5 million euros in 2017 (2016: 6.1 million euros) (Note 6.16).

The breakdown of average headcount by professional level in 2017 and 2016 is as follows:

Professional level	2017	2016
Production workers	20,135	18,399
Maintenance	5,087	5,009
Logistic	3,935	3,665
Engineering	2,814	2,646
Quality	2,857	2,765
Administration, finance and IT	3,984	3,733
Total	38,812	36,217

The breakdown of headcount by professional level at year end at December 31, 2017 and December 31, 2016 is as follows:

	2017			2016
Professional level	Males	Females	Males	Females
Production workers	17,699	3,429	16,856	2,012
Maintenance	5,423	93	4,792	63
Logistic	3,711	487	3,265	309
Engineering	2,567	347	2,437	235
Quality	2,593	518	2,301	424
Administration, finance and IT	2,406	1,775	2,364	1,337
Total	34,399	6,649	32,015	4,380

c) Other operating expenses

	Thousands of euros
	2017	2016
Maintenance and upkeep	649,319	576,494
Other external services	438,619	334,783
Taxes and levies	35,830	34,302
Impairment of accounts receivable (Note 14.a)	805	4,080
Others	1,110	6,504
Provision for risks and expenses	1,110	5,217
Increase/ Application of provisions (Note 20)	-	(2,090)
Adjustments prior years	-	5,567
Other	-	(2,190)
Total	1,125,683	956,163

27. Financial income and financial expenses

a) Financial income

	Thousands of euros
	2017	2016
From equity investments	1	1
From current loans to third parties	-	3
Other financial income	8,519	4,839
From current loans to related parties (Note 31.1)	102	432
From non-current loans to third parties	378	-
Total	9,000	5,275

b) Financial expenses

	Thousands of euros
	2017	2016
On bank borrowings	73,339	78,701
On trade bills with credit institutions	5,153	3,444
Other financial expenses	18,714	10,635
On update provisions	102	45
On borrowings from related parties (Note 31.1)	4,445	5,933
Total	101,753	98,758

28. Income tax

The Parent Company and its subsidiaries file their income tax returns separately except:

• From January 1, 2014 on, the Parent Company chooses to apply the special fiscal consolidation regime, regulated under Basque Regional Law 11/2013. The subsidiaries included in this fiscal group are Gestamp Bizkaia, S.A; Gestamp Tooling Erandio, S.L.; Gestamp North Europe Services, S.L., Loire S.A.F.E., Gestamp Global Tooling S.L., Matricería Deusto S.L., Adral Matricería y Puesta a Punto S.L., Gestamp Tool Hardening S.L., Gestamp Try Out Services S.L., Gestamp Technology Institute S.L. and Diede Die Development S.L.
• The subsidiaries Gestamp North America, Inc., Gestamp Alabama, Llc., Gestamp Mason, Llc., Gestamp Chattanooga, Llc., Gestamp Chattanooga II Llc., Gestamp South Carolina, Llc., Gestamp West Virginia, Llc. and Gestamp Washtenaw Llc. file a tax return according to fiscal transparency system.
• The subsidiaries Griwe Innovative Umfortechnik, GmbH. Griwe Werkzeug Produktions GmbH and Griwe System Produktions GmbH file a tax return according to a profit and loss transfer agreement.
• The subsidiaries Edscha Holding, GmbH, Edscha Automotive Hengersberg, GmbH, Edscha Automotive Hauzenberg, GmbH, Edscha Engineering, GmbH, Edscha Kunststofftechnik GmbH, Edscha Hengersberg Real State GmbH and Edscha Hauzenberg Real State GmbH file a tax return according to a profit and loss transfer agreement.
• The subsidiaries GMF Holding, GmbH and Gestamp Umformtechnik, GmbH file a tax return according to a profit and loss transfer agreement.
• The subsidiaries Gestamp Sweden, AB and Gestamp HardTech AB file a tax return according to a profit and loss transfer agreement.

The detail of income taxes in 2017 and 2016, in thousands of euros, is as follows:

	Thousands of euros
	2017	2016
Current tax expense	89,974	78,900
Deferred tax	(7,872)	9,940
Other income tax adjustments	-	100
Total	82,102	88,940

The reconciliation between the deferred tax expense in 2017 (income in 2016) and the net variation of deferred tax assets and liabilities is as follows:

	Thousands of euros
	Deferred tax assets		Deferred tax liabilities
	2017	2016		2017	2016
Balance (Note 23)	265,799	273,439		217,444	238,454
Variation current year	(7,640)	2,662		(21,010)	12,910
Net variation (Increase / decrease in net deferred asset)	13,370	(10,248)
Translation differences (Note 23) Tax effect of hedges registered in Equity (Note 22.b.1))	597 2,437	(609) (1,023)
Other variations	(1,025)	1,940
Increase / decrease in net deferred asset against profit for the year	15,379	(9,940)
Income /expense for deferred tax current year	(7,872)	9,940

	Thousands of euros
	2017	2016
Accounting profit (before taxes)	370,179	348,081
Theoretical tax expense	103,650	97,463
Differences in prevailing rates	(15,125)	(4,792)
Permanent differences	2,394	4,649
Deductions and tax credits previously not recognized	(27,126)	(27,579)
Statute-barred tax credits	18,733	13,474
Adjustments to income tax of prior years	(3,576)	5,765
Adjustments to tax rate	3,152	(40)
Tax expense (tax income)	82,102	88,940

Tax expense was calculated based on accounting profit before taxes, as shown below:

The theoretical tax rate applied was 28% in 2017 and 2016.

In 2017, the total amount booked under the headings "Theoretical tax expense", "Differences in prevailing rates" and "Adjustments to tax rate" amounted to 91.7 million euros that resulted in a tax effective rate of 24.8% (2016: 26.6%).

"Differences in prevailing rates" in 2017 and 2016 reflected the differences between prevailing rates in certain operating markets and the theoretical applicable rate, mainly relating to operations taxed in the United States (35%) and Spain (Common territory 25%).

The Permanent differences in 2017 and 2016 reflected mainly inflation adjustments, exemption of income from brand billing, nondeductible differences in exchange rates, nondeductible expenses, and those differences permanent differences generated in the consolidation process.

Adjustments to tax rate in 2017 mainly include the effect of the recalculation of deferred tax from Gestamp North America and subsidiaries fiscal group as result of the change in tax rate from 35% to 21% for 2018 and onward.

The balances converted to euros of tax bases pending to be offset and unused tax incentives in other currencies, calculated at the exchange rates prevailing on that date, at December 31, 2017 and 2016 are the following:

	Millions of euros
	2017			2016
	Without tax		Without tax
	With tax credit	credit		With tax credit	credit
	registered	registered	Total	registered	registered	Total
Negative tax bases pending to be offset	307	721	1,028	309	605	914
Tax credit	94	192	286	97	159	256
Unused tax incentives	48	115	163	59	101	160
Tax credit	48	115	163	59	101	160
Total Tax credit registered (Note 23)	142			156

At year end 2017 and 2016, the Group had capitalized unused negative bases and tax incentives that it expects to be able to utilize in future periods based on earnings projections and the deadlines and limits for their utilization.

The analysis on recoverability of tax credits is based on estimated future profits for each company. Such recoverability ultimately depends on the capacity of each company to generate taxable profits along the period where deferred tax assets are deductible.

The analysis on recoverability is elaborated according to the life-time of tax credits with a maximum of 10 years and to the current application conditions for such tax credits, especially the limits of application for negative tax bases.

The unused tax losses and unused tax incentives at December 31, 2017 and 2016 whose corresponding tax credit has been registered have the following breakdown by prescription date:

2017
Millions of euros
Range of	Negative	Tax
maturity	Tax Bases	incentives
2018-2023	25	3
2024-2029	62	22
2030-2036	60	22
Without limit	160	1
Total	307	48

2016
Millions of euros
Range of	Negative	Tax
maturity	Tax Bases	incentives
2017-2022	59	1
2023-2028	62	31
2029-2035	46	26
Without limit	142	1
Total	309	59

The unused tax losses and unused tax incentives at December 31, 2017 and 2016 whose corresponding tax credit has not been registered have the following breakdown by prescription date:

2017
Millions of euros
Range of	Negative	Tax
maturity	Tax Bases	incentives
2018-2023	116	9
2024-2029	100	97
2030-2036	44	9
Without limit	461	-
Total	721	115

2016
Millions of euros
Range of	Negative	Tax
maturity	Tax Bases	incentives
2017-2022	107	7
2023-2028	71	63
2029-2035	40	30
Without limit	387	1
Total	605	101

<-- PDF CHUNK SEPARATOR -->

The majority of Group companies are open to inspection of all taxes to which they are liable and for the full statute of limitations period (4 years from filing date for all Spanish companies except for those with registered offices in the Basque Country for which the period is three years, and five years, as a rule, for companies based abroad), or since the date of incorporation, if more recent.

Management of the Parent Company and its subsidiaries calculated income tax for 2017 and the years open for inspection according to the legislation prevailing in each year. Given that the prevailing tax regulations related to the above mentioned matters are subject to varying interpretations, certain tax liabilities and contingencies may exist for 2017 and previous years that cannot be objectively quantified. However, the Group's directors and their legal and tax advisors consider that any potential tax liability which might arise would not significantly affect the accompanying Consolidated Financial Statements.

29. Earnings per share

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 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 2017 and 2016 are as follows:

	2017	2016 (*)
Profit attributable to equity holders of the parent company (Thousands of euros)	239,692	221,354
Weighted average number of ordinary shares outstanding (Thousands of shares)	575,514	575,514
Basic earnings per share from continuing operations (Euros per share) Basic earnings per share from continuing operations (Euros per share)	0.42 0.42	0.38 0.38

(*) On March 2017 the Parent Company splitted the number of shares in the proportion of 120 new shares for every former one (Note 15). To make both exercises comparable, 2016 figures assumption is that operation also occurred in 2016.

30. Commitments

The Group is lessee of buildings, warehouses, machinery and vehicles. The lease expenses charged as at December 31, 2017 in the Consolidated Income Statement amount to 116,511 thousand euros (December 31, 2016: 99,643 thousand euros) and the breakdown by segment is as follows:

	Thousands of euros
	2017	2016
Western Europe	63,123	59,421
Eastern Europe	11,613	10,147
Mercosur	3,518	2,998
North America	29,598	18,920
Asia	8,659	8,157
Total	116,511	99,643

	Thousands of euros
	Less than 1 year	Between 1 and 5 years	More than 5 years
Western Europe Eastern Europe Mercosur North America	46,327 2,756 3,384 32,045	84,777 11,378 1,185 113,573	90,588 1,662 - 98,510
Asia At June 30, 2017	5,349 89,861	4,438 215,351	1,159 191,919
	Thousands of euros Less than 1 year Between 1 and 5 years More than 5 years
Total 2016	85,872	241,645	158,004

Total future minimum payments for non-cancellable operating lease contracts as at December 31, 2017 and December 31, 2016 by segment are as follows:

The increase in future minimum payments from 2016 to 2017 mainly corresponded to the renegotiation of already existing agreements and to the signature of new agreements (mainly related to property, plant and equipment) in companies belonging to the Western Europe and North America segments.

The commitments acquired by Group companies relating to the acquisition of fixed assets amounted to 1,021 million euros at December 31, 2017. Of those, 16% referred to orders from 2015, 43% from 2016 and 41% from 2017. It is likely that the execution of these orders will be from 2018 to 2020.

Additionally, the commitments acquired at December 31, 2016 amounted to 895 million euros. These commitments mainly refer to projects from new plants for manufacturing parts already nominated by customers to our Group.

The Group has no guarantees granted to third parties. The guarantees received from financial entities by the Group and presented to third parties at December 31, 2017 amounted to 126 million euros (2016: 305 million euros).

31. Related party transactions

31.1 Balances and transactions with Related Parties

At December 31, 2017 and December 31, 2016 the amounts payable to and receivable from Related Parties and transactions carried out with Related Parties were as follows:

	Thousands of euros
	2017	2016
Receibables / Payables	(323,591)	(259,477)
Revenue
Sales of goods	(248,965)	(165,665)
Services rendered	(4,330)	(5,377)
Financial income	(102)	(432)
Expenses
Purchases	1,227,416	986,803
Services received	53,354	11,046
Financial expenses	4,445	5,933

The consideration of related parties in the following schedules correspond to subsidiaries and associates of Acek Desarrollo y Gestión Industrial S.L. Group where the Parent Company has not direct or indirect investment.

The sale operations included in the following Related Parties transactions tables mainly correspond to sales of subproducts, and the most significant acquisition transactions correspond to steel supply and die cutting and steel cutting services.

There are no acquisition commitments with related parties no related to the usual productive activity of the Group.

The breakdown of receivables from and payables to Related Parties at December 31, 2017 is as follows:

		Balance at December 31, 2017
Company	Thousands of euros	Company	Thousands of euros
Shareholders		Shareholders
Mitsui &Co., Ltd	(18,197)	Acek, Desarrollo y Gestión Industrial, S.L	(1,244)
JSC Karelsky Okatysh	(14,856)	JSC Karelsky Okatysh	(518)
Total non-current loans (Note 22.c.2)	(33,053)	Mitsui &Co., Ltd	(94)
Associates		Related parties
Esymo Metal, S.L.	320	Gonvarri I. Centro Servicios, S.L.	(36)
Gestión Global de Matriceria, S.L	21,400	Total interest payable (Note 22.c.2)	(1,892)
Total Current Loans	21,720	Associates
Associates		Esymo Metal, S.L.	480
Esymo Metal, S.L.	1	Total Non-current Loans	480
Gestión Global de Matriceria, S.L	4	Others shareholders	(5)
Total interest receivable	5	Total Dividends payable (Note 22.d)	(5)
Related parties		Shareholders
Gescrap Centro, S.L	1,416	Acek, Desarrollo y Gestión Industrial, S.L	(945)
Gescrap France S.A.R.L.	953	Related parties
Gescrap Navarra, S.L.	345	Gonvarri Argentina S.A.	(8,169)
Gescrap Polska, SP, ZOO	2,289	Gonvarri Galicia, SA	(38,595)
Gescrap Desarrollo S.L.U.	1,236	Gonvarri I. Centro Servicios, S.L.	(92,445)
Gescrap Bilbao, S.L.	4,697	Severstal Gonvarri Kaluga, LLC	(5,300)
Gescrap Aragón, S.L.	62	Gonvarri Polska, SP, ZOO.	(13,715)
Gescrap Autometal Mexico S.A. de C.V.	913	Gonvarri Ptos. Siderúrgicos, SA	(20,668)
Gescrap Czech S.R.O.	66	Arcelormittal Gonvarri Brasil Ptos. Siderúrgicos, S.A	(9,093)
Gescrap Rusia, Ltd.	285	Gonvauto Asturias S.L.	(2,928)
Gescrap Autometal Comercio de Sucatas S.A.	843	Dongguan Gonvarri Center, LTD.	(6,749)
Gestamp Solar Steel, S,L.	46	Gonvauto Navarra, SA	(3,949)
Gescrap GmbH	4,143	Gonvauto Puebla S.A. de C.V.	(28,165)
Gescrap Noroeste, S.L.U.	661	Gonvauto Thuringen, GMBH	(11,074)
GES Recycling USA Llc.	2,290	Gonvauto, SA	(27,410)
Gonvarri Galicia, SA	1,936	Gonvauto South Carolina LLC	(8,314)
Gonvarri I. Centro Servicios, S.L.	1,198	Ind. Ferrodistribuidora, S.L.	(1,786)
Gonvarri Industrial, S.A.	(79)	Láser Automotive Barcelona S.L.	(1,267)
Gonvauto Navarra, SA	584	Bursa Celik Sigorta Aracilik Hizma. A.S.	(37)
Gonvauto Puebla S.A. de C.V.	117	Gonvarri Czech S.R.O.	(323)
Gonvauto Thuringen, GMBH	1,244	Steel & Alloy Ltd	(21,380)
Gonvauto, SA	958	Inmobiliaria Acek,S.L.	(132)
Steel & Alloy Ltd	612	Arcelor Group	(4,162)
Others	154	Others	(71)
Associates		Associates
Gestamp Tooling Manufacturing Kunshan Co Ltd	395	Gestamp Tooling Manufacturing Kunshan Co Ltd	(2,566)
Esymo Metal, S.L.	26	Esymo Metal, S.L.	(1,690)
GGM Puebla, S.A. de C.V.	3,183	GGM Puebla, S.A. de C.V.	(3,939)
Gestión Global de Matriceria, S.L	4	Gestión Global de Matriceria, S.L	(330)
Global Laser Araba, S.L.	53	Global Laser Araba, S.L.	(662)
Gonvvama, Ltd.	278	Ingeniería y Construcción Matrices, S.A.	(955)
Hierros y Aplanaciones, S.A.	66	IxCxT, S.A.	(235)
Ingeniería y Construcción Matrices, S.A.	871	Total Suppliers from related parties (Note 24.a)	(317,054)
IxCxT, S.A.	103	Related parties
Total Trade receivables from related parties (Note 14.a)	31,948	Gestamp Solar Steel, S,L.	(80)
Related parties		Total Trade creditors, related parties (Note 24.a)	(80)
Gescrap Bilbao, S.L.	(93)	Shareholders
Total current loans (Note 22.c.2)	(93)	Acek, Desarrollo y Gestión Industrial, S.L	(24,256)
Shareholders		Total non-current Fixed assets suppliers (Note 22.c.2)	(24,256)
Acek, Desarrollo y Gestión Industrial, S.L	(1,042)
Associates
GGM Puebla, S.A. de C.V.	(269)
Total Other current suppliers (Note 22.d)	(1,311)

Total balances receivable / payable (323,591)

The breakdown of receivables from and payables to Related Parties at December 31, 2016 is as follows:

		Balance at December 31, 2016
Shareholders		Shareholders
Shareholders		Related parties
Total non-current loans (Note 22.c.2)	(42,420)	Associates
Essa Palau, S.A.	1,745	Shareholders
Esymo Metal, S.L.	1	Shareholders
Total interest receivable	3	Related parties
Gonvarri Polska, SP, ZOO.	5	Associates
GGM Puebla, S.A. de C.V.	2,736	Related parties
Ingeniería y Construcción Matrices, S.A.	2,540	Associates
Jui Li Edscha Hainan Co Ltd	81	Shareholders
		Shareholders

Company	Thousands of euros	Company	Thousands of euros
Shareholders		Shareholders
Acek, Desarrollo y Gestión Industrial, S.L	(31)	Acek, Desarrollo y Gestión Industrial, S.L	(1,292)
Total payable Current account (Note 22.c.2)	(31)	JSC Karelsky Okatysh	(1,085)
Shareholders		Related parties
Mitsui &Co., Ltd	(20,771)	Gonvarri I. Centro Servicios, S.L.	(36)
JSC Karelsky Okatysh	(21,649)	Total interest payable (Note 22.c.2)	(2,413)
Total non-current loans (Note 22.c.2)	(42,420)	Associates
Associates		Esymo Metal, S.L.	800
Esymo Metal, S.L.	320	Total Non-current Loans	800
Essa Palau, S.A.	1,745	Shareholders
Gestión Global de Matriceria, S.L	8,400	Mitsui &Co., Ltd	(842)
Total Current Loans	10,465	Otros socios	(6)
Associates		Total Dividends payable (Note 22.d)	(848)
Esymo Metal, S.L.	1	Shareholders
Gestión Global de Matriceria, S.L	2	Acek, Desarrollo y Gestión Industrial, S.L	(101)
Total interest receivable	3	Related parties
Shareholders		Agricola La Veguilla, S.A.	(18)
Acek, Desarrollo y Gestión Industrial, S.L	406	Gescrap Navarra, S.L.	(2)
Related parties		Gescrap Polska SPZOO	(16)
Gescrap Centro, S.L	1,571	Gescrap France S.A.R.L.	2
Gescrap France S.A.R.L.	91	Gonvarri Argentina S.A.	(7,903)
Gescrap Navarra, S.L.	86	Gonvarri Galicia, SA	(31,988)
Gescrap Polska, SP, ZOO	258	Gonvarri Corporación Financiera, S.L.	(62)
Gescrap, S.L.	803	Gonvarri I. Centro Servicios, S.L.	(53,865)
Gescrap Hungría KFT	306	Gonvarri Polska, SP, ZOO.	(23,714)
Gescrap Autometal Mexico S.A. de C.V.	96	Gonvarri Ptos. Siderúrgicos, SA	(11,700)
Gescrap Czech S.R.O.	42	Arcelormittal Gonvarri Brasil Ptos. Siderúrgicos, S.A	(2,341)
Gescrap Autometal Comercio de Sucatas S.A.	1,141	Gonvauto Asturias S.L.	(1,608)
GES Recycling Ltd.	5	Gonvauto Navarra, SA	(3,072)
Gescrap GmbH	1,454	Gonvauto Puebla S.A. de C.V.	(16,946)
Gescrap Noroeste, S.L.U.	26	Gonvauto Thuringen, GMBH	(7,590)
Gescrap Kaluga Llc.	257	Gonvauto, SA	(30,220)
GES Recycling USA Llc.	852	Gonvauto South Carolina LLC	(1,160)
Gonvarri Galicia, SA	1,225	Severstal Gonvarri Kaluga, LLC	(135)
Gonvarri I. Centro Servicios, S.L.	264	Ind. Ferrodistribuidora, S.L.	(504)
Gonvarri MS Corporate S.L.	46	Láser Automotive Barcelona S.L.	(629)
Gonvauto Navarra, SA	432	Gonvarri Czech S.R.O.	(771)
Gonvauto Puebla S.A. de C.V.	3	Steel & Alloy Ltd	(12,143)
Gonvauto Thuringen, GMBH	3,147	Láser Automotive Gmbh	(205)
Gonvauto, SA	3,199	Inmobiliaria Acek,S.L.	(359)
Gonvarri Corporación Financiera, S.L.	(369)	Arcelor Group	(1,991)
Gonvarri Polska, SP, ZOO.	5	Associates
Steel & Alloy Ltd	362	Essa Palau, S.A.	(8,365)
Ind. Ferrodistribuidora, S.L.	56	Esymo Metal, S.L.	(2,306)
Gestamp Energías Renovables S.L.	501	GGM Puebla, S.A. de C.V.	(4,385)
Associates		Gestión Global de Matriceria, S.L	(444)
Gestamp Tooling Manufacturing Kunshan Co Ltd	8,166	Ingeniería y Construcción Matrices, S.A.	(1,413)
Essa Palau, S.A.	1,647	IxCxT, S.A.	(394)
Esymo Metal, S.L.	26	Total Suppliers from related parties (Note 24.a)	(226,348)
GGM Puebla, S.A. de C.V.	2,736	Related parties
Gestión Global de Matriceria, S.L	77	Severstal Gonvarri Kaluga, LLC	(4,002)
Ingeniería y Construcción Matrices, S.A.	2,540	Associates
IxCxT, S.A.	135	Gestión Global de Matriceria, S.L	(11)
Jui Li Edscha Body System Co Ltd	3	Total Trade creditors, related parties (Note 24.a)	(4,013)
Jui Li Edscha Hainan Co Ltd Total Trade receivables from related parties (Note 14.a)	81 31,676	Shareholders Acek, Desarrollo y Gestión Industrial, S.L	(25,298)
		Total non-current fixed assets suppliers (Note 22.c.2)	(25,298)
		Shareholders
		Acek, Desarrollo y Gestión Industrial, S.L	(978)
		Associates
		Esymo Metal, S.L. Total Other current suppliers (Note 22.d)	(72) (1,050)
		Total balances receivable / payable	(259,477)

The breakdown of transactions carried out with Related Parties as at December 31, 2017 has been as follows:

		December 31, 2017
Company	Thousands of euros	Company	Thousands of euros
Related parties		Related parties
Gescrap Autometal Comercio de Sucata S.A.	(11,206)	Arcelormittal Gonvarri Brasil Ptos. Siderúrgicos, S.A	47,287
Gescrap Autometal México, S.A. de C.V.	(19,624)	Gonvauto Asturias	14,685
Gescrap Centro, S.L	(3,851)	Gonvarri Argentina S.A.	59,862
Gescrap France S.A.R.L.	(18,074)	Gonvarri Galicia, SA	93,151
Gescrap Navarra, S.L.	(5,507)	Gonvarri I. Centro Servicios, S.L.	294,165
Gescrap Polska SP, ZOO.	(14,038)	Gonvarri Polska, SP, ZOO.	103,279
Gescrap Czech S.R.O.	(806)	Gonvarri Ptos. Siderúrgicos, SA	43,061
GES Recycling Ltd.	(16,460)	Gonvauto Navarra, SA	10,372
Gescrap RUS Llc.	(3,045)	Gonvauto Puebla S.A. de C.V.	106,017
Gescrap GmbH	(33,453)	Gonvauto Thuringen, GMBH	55,393
Gescrap Hungaria	(2,419)	Gonvauto, SA	91,688
Gescrap Noroeste, S.L.U.	(3,958)	Ind. Ferrodistribuidora, S.L.	4,801
Gescrap Bilbao, S.L.	(32,079)	Severstal Gonvarri Kaluga, LLC	46,679
Gescrap Aragón, S.L.	(576)	Steel & Alloy	95,681
GES Recycling USA Llc.	(24,173)	Gonvauto South Carolina Llc.	24,566
Gonvarri Galicia, S.A.	(7,639)	Laser Automotive Barcelona, S.L.	54
Gonvarri I. Centro Servicios, S.L.	(1,518)	Gonvarri Corporación Financiera, S.L.	34
Gonvauto Navarra, SA	(2,852)	Dongguan Gonvarri Center Ltd.	37,069
Gonvauto Puebla S.A. de C.V.	(232)	Arcelor Group	94,091
Hierros y Aplanaciones, S.A.	(54)	Others	3
Ind. Ferrodistribuidora, S.L.	(300)	Associates
Gonvauto, SA	(23,342)	Gestamp Tooling Manufacturing Kunshan Co Ltd	629
Gonvauto Thuringen, GMBH	(7,093)	GGM Puebla, S.A de C.V	4,061
Gonvarri Polska, SP, ZOO.	(10)	Global Laser Araba, S.L.	25
Gonvarri Ptos. Siderúrgicos, SA	(4)	Esymo Metal, S.L.	763
Severstal Gonvarri Kaluga, LLC	(53)	Total Purchases	1,227,416
Arcelor Group	(109)	Shareholders
Others	(6)	Acek, Desarrollo y Gestión Industrial, S.L	4,890
Associates		Related parties
Ingeniería y Construcción Matrices, S.A.	(927)	Arcelormittal Gonvarri Brasil Ptos. Siderúrgicos, S.A	3,203
Gestamp Tooling Manufacturing Kunshan Co Ltd	(11,990)	Gescrap GmbH	298
GGM Puebla, S.A de C.V	(46)	Gescrap Polska SP, ZOO.	366
Gestion Global de Matriceria, S.L	(10)	Gonvarri Polska, SP, ZOO.	299
Global Laser Araba, S.L.	(3,511)	Gonvarri Ptos. Siderúrgicos, SA	263
Total Sales	(248,965)	Gonvarri I. Centro Servicios, S.L.	156
Shareholders		Gonvauto Puebla S.A. de C.V.	358
Acek, Desarrollo y Gestión Industrial, S.L	(793)	Gonvauto, SA	51
Related parties		Gonvauto Navarra, SA	129
Gonvarri Polska, SP, ZOO.	(97)	Gonvauto South Carolina Llc.	7,182
Gonvauto Thuringen, GMBH	(62)	Laser Automotive Barcelona, S.L.	2,976
Gescrap Polska SP, ZOO.	(57)	Gonvarri Czech	2,754
Gescrap RUS Llc.	(7)	Dongguan Gonvarri Center Ltd.	27
Gescrap Hungary, Kft.	(52)	Inmobiliaria Acek, S.L.	2,043
Arcelor Group	(20)	Others	105
Others	(33)	Associates
Associates		Air Executive, S.L.	1,275
Ingeniería y Construcción Matrices, S.A.	(728)	Ingeniería y Construcción Matrices, S.A.	6,338
IxCxT, S.A	(237)	IxCxT, S.A	1,848
IxCxT, S.A	(131)	Gestamp Tooling Manufacturing Kunshan Co Ltd	3,872
GGM Puebla, S.A de C.V	(1,223)	Esymo Metal, S.L.	2,879
Gestamp Tooling Manufacturing Kunshan Co Ltd	(393)	Gestión Global de Matricería, S.L.	2,409
Global Laser Araba, S.L.	(228)	Global Laser Araba, S.L.	2,787
Gonvvama, Ltd.	(269)	GGM Puebla, S.A de C.V	6,846
Total Services rendered	(4,330)	Total Services received	53,354
Shareholders		Shareholders
Acek, Desarrollo y Gestión Industrial, S.L	(2)	Acek, Desarrollo y Gestión Industrial, S.L	1,677
Associates		Mitsui & Co	498
Esymo Metal, S.L.	(12)	JSC Karelsky Okatysh	1,673
Gestion Global de Matriceria, S.L	(88)	Related parties
Total Financial income (Note 27.a)	(102)	Gonvarri Galicia, SA	46
		Gonvarri I. Centro Servicios, S.L.	164
		Gonvarri Ptos. Siderúrgicos, SA	8
		Gonvauto Navarra, SA	8

Gonvauto, SA 180 Gonvauto Puebla S.A. de C.V. 185 Others 6 Total Financial expenses (Note 27.b) 4,445

The breakdown of transactions carried out with Related Parties as at December 31, 2016 has been as follows:

		December 31, 2016
Company	Thousands of euros	Company	Thousands of euros
Related parties		Related parties
Gescrap Autometal Comercio de Sucata S.A.	(7,625)	Arcelormittal Gonvarri Brasil Ptos. Siderúrgicos, S.A	19,296
Gescrap S.L.	(29,419)	Gonvauto Asturias S.L.	10,234
Gescrap Centro, S.L	(2,522)	Gonvarri Argentina S.A.	45,414
Gescrap France S.A.R.L.	(12,412)	Gonvarri Galicia, SA	75,030
Gescrap Navarra, S.L.	(3,987)	Gonvarri I. Centro Servicios, S.L.	198,962
Gescrap Polska SPZOO	(6,947)	Gonvarri Polska, SP, ZOO.	78,044
Gescrap Czech S.R.O.	(482)	Gonvarri Ptos. Siderúrgicos, SA	32,505
Gescrap Hungría KFT	(1,372)	Gonvauto Navarra, SA	11,348
GES Recycling Ltd.	(1,291)	Gonvauto Puebla S.A. de C.V.	64,761
Gescrap GmbH	(6,701)	Gonvauto Thuringen, GMBH	81,689
Gescrap Noroeste S.L.U.	(2,411)	Gonvauto, SA	88,158
Gescrap Kaluga Llc.	(2,234)	Hierros y Aplanaciones S.A.	(55)
Gescrap Autometal México, S.A. de C.V.	(11,621)	Ind. Ferrodistribuidora, S.L.	1,824
GES Recycling USA Llc.	(8,486)	Severstal Gonvarri Kaluga, LLC	46,888
Gonvarri Galicia, SA	(6,194)	Steel & Alloy Ltd.	74,521
Gonvarri I. Centro Servicios, S.L.	(1,385)	Gonvauto South Carolina Llc.	8,485
Gonvauto Navarra, SA	(3,079)	Laser Automotive Barcelona S.L.	2,414
Gonvauto Puebla S.A. de C.V.	(356)	Gonvarri Czech S.R.O.	2,524
Gonvauto, SA	(36,678)	Laser Automotive Thuringen GmbH	815
Gonvauto Thuringen, GMBH	(9,729)	Gonvarri Corporación Financiera, S.L.	82
Severstal Gonvarri Kaluga, LLC	(84)	Grupo Arcelor	57,675
Ind. Ferrodistribuidora, S.L.	(46)	Associates
Associates		Esymo Metal, S.L.	3,358
Ingeniería y Construcción Matrices, S.A.	(830)	Jui Li Edscha Body Systems Co. Ltd.	7
Jui Li Edscha Hainan Co. Ltd.	(70)	Ingeniería y Construcción Matrices, S.A.	7,831
Essa Palau, S.A.	(6,455)	IxCxT, S.A	580
GGM Puebla, S.A de C.V	(2,599)	GGM Puebla, S.A de C.V	12,374
Gestión Global de Matricería, S.L.	(650)	Essa Palau, S.A.	62,039
Total Sales	(165,665)	Total Purchases	986,803
Shareholders		Shareholders
Acek, Desarrollo y Gestión Industrial, S.L	(1,976)	Acek, Desarrollo y Gestión Industrial, S.L	3,341
Related parties		Related parties
Gonvarri Polska, SP, ZOO.	(4)	Air Executive, S.L.	1,417
Gonvarri Ptos. Siderúrgicos, SA	(1)	Agricola La Veguilla, S.A.	161
Gonvauto Thuringen, GMBH	(75)	Gescrap S.L.	202
Gonvarri Corporación Financiera, S.L.	(5)	Gescrap Navarra, S.L.	13
Inmobiliaria Acek, S.L	(12)	Gescrap Polska SPZOO	39
Gestamp Energías Renovables S.L.	(414)	Gonvarri I. Centro Servicios, S.L.	80
Gescrap S.L.	(1)	Gonvarri Polska, SP, ZOO.	10
Gescrap Autometal México, S.A. de C.V.	(41)	Gonvarri Ptos. Siderúrgicos, SA	305
Gescrap Autometal México Servicios, S.A. de C.V.	(3)	Gonvauto Puebla S.A. de C.V.	114
Gescrap France S.A.R.L.	(37)	Gonvauto, SA	11
Gescrap Polska SPZOO	(65)	Gonvarri Corporación Financiera, S.L.	2
Associates		Laser Automotive Barcelona S.L.	5
Gestamp Tooling Manufacturing Kunshan Co Ltd	(126)	Ind. Ferrodistribuidora, S.L.	2
Esymo Metal, S.L.	(126)	Gonvauto Asturias S.L.	(1)
Ingeniería y Construcción Matrices, S.A.	(745)	Gonvauto South Carolina Llc.	(6)
IxCxT, S.A	(242)	Gonvarri Galicia, SA Gonvarri Czech S.R.O.	90
Jui Li Edscha Body Systems Co. Ltd. Jui Li Edscha Hainan Co. Ltd.	(1) (10)	Inmobiliaria Acek, S.L	13 2,095
Essa Palau, S.A. GGM Puebla, S.A de C.V	(303) (1,170)	Associates Esymo Metal, S.L.	397
Gestión Global de Matricería, S.L.	(20)	Ingeniería y Construcción Matrices, S.A.	184
Total Services rendered	(5,377)	IxCxT, S.A	83
Shareholders Acek, Desarrollo y Gestión Industrial, S.L	(11)	Essa Palau, S.A. Gestión Global de Matricería, S.L.	(142) 2,443
Associates Esymo Metal, S.L.	(17)	GGM Puebla, S.A de C.V Total Services received	188 11,046
Essa Palau, S.A.	(302)	Shareholders
Gestión Global de Matricería, S.L.	(102)	Acek, Desarrollo y Gestión Industrial, S.L	1,851
Total Financial income (Note 27.a)	(432)	Mitsui & Co	933
		JSC Karelsky Okatysh	2,138
		Related parties
		Gonvarri Corporación Financiera, S.L.	77
		Gonvarri Galicia, SA	247

Gonvarri I. Centro Servicios, S.L. 64 Gonvarri Ptos. Siderúrgicos, SA 83 Gonvauto Navarra, SA 10 Gonvauto, SA 188 Gonvauto Puebla S.A. de C.V. 342 Total Financial expenses (Note 27.b) 5,933

31.2 Board of Directors' remuneration

In 2017 Acek, Desarrollo y Gestión Industrial, S.L. had been member of the Board of Directors of certain Group companies from January 1, 2017 to March 23, 2017, receiving a total remuneration of 79 thousand euros (2016: 345 thousand euros) as compensation for membership of the Board. From March 24, 2017 and onward Acek Desarrollo y Gestión Industrial, S.L. was substituted by Gestamp Automoción, S.A. as member of the board of directors in these subsidiaries.

The breakdown of the total remuneration received by the members of the Board of Directors of the Parent Company as a compensation (in thousands of euros) is as follows:

	Thousands
	of euros
Non-Executive Members	2017
Mr. Alberto Rodríguez Fraile	78,75
Mr. Noboru Katsu	67,5
Mr. Gonzalo Urquijo Fernández de Araoz	67,5
Mr. Pedro Sainz de Baranda	67,5
Mr. Javier Rodríguez Pellitero	78,75
Ms. Ana García Fau	67,5
Mr. Juan María Riberas Mera	67,5
Mr. Tomofumi Osaki	56,25
Mr. Cesar Cernuda	56,25
Mr. Geert Maurice Van Poelvoorde	0,00
TOTAL	607,50
(From March 24, 2017 to December 31, 2017 period)
Executive Members
Mr. Francisco José Riberas Mera	751,15
Mr. Francisco López Peña	1.013,34
TOTAL	1.764,49

(From March 24, 2017 to December 31, 2017 period)

The total amount of the loans granted to the members of the Board of Directors of the Parent Company for acquiring shares in the Parent Company from Acek Desarrollo y Gestión Industrial S.L. amounts to 3,000 thousand euros at December 31, 2017 (Note 12.a.2). These loans were granted in 2016.

In 2017 and 2016, no advances, pensions or life insurance benefits were granted to members of its Board.

31.3 Senior Management's Remuneration

In 2017 the total remuneration for the members of the Management Committee, Executive Directors excluded, amounted to 9,633 thousand euros (2016: 6,346 thousand euros), included in "Personnel expenses" in the accompanying consolidated income statement. The amount corresponding to life insurances in 2017 was 23 thousand euros.

In 2016 loans amounting to 11,500 thousand euros were granted to the members of the Management Committee, except those who are members of the Board of Directors and who are included in Note 31.2, for acquiring shares in the Parent Company from Acek Desarrollo y Gestión Industrial S.L. (Note 12.a.2).

32. Other disclosures

32.1 Audit fees

Audit fees related to the annual audit of consolidated and individual financial statements of the companies included in the consolidation scope for 2017 amounted to 4,276 thousand euros (2016: 3,950 thousand euros).

Of the audit fees mentioned above, the fees paid to the auditor of the Parent Company for all audit work performed for the Group in 2017 amounted to 4,235 thousand euros (2016: 3,892 thousand euros).

Fees paid to the auditor of the Parent Company and companies with their trade name for other services related to annual audit of the financial estatements amounted to 361 thousand euros in 2017 (2016: 20 thousand euros)

Fees paid for other services rendered by the auditor of the Parent Company and companies with their trade name in 2017 amounted to 712 thousand euros (2016: 671 thousand euros). The nature of these services is mainly related to the collaboration in tax issues and in due diligence processes linked to new subsidiaries acquisition.

32.2 Environmental issues

The cost of PP&E items acquired for environmental protection and improvement purposes amounted to 4,973 thousand euros at year end 2017. Accumulated depreciation on these assets stood at 2,539 thousand euros (2016: 5,152 thousand euros and 3,182 thousand euros, respectively).

In 2017, the Group also recognized 1,396 thousand euros in environmental protection and improvement expenses (2016: 853 thousand euros).

The accompanying consolidated balance sheet does not include any provision for environmental issues given that the Parent Company's directors consider that at year end there are no liabilities to be settled in the future in connection with actions taken by the companies which comprise the consolidated Group to prevent, reduce or repair damages to the environment, and they believe that were such liabilities to exist, they would not be significant. At year end the Group had not received any subsidies for environmental issues.

33. Financial risk management

To manage its financial risk, the Group continually revises its business plans, analyses the relationship between the risks and the present value of cash flows associated with its investments in addition to taking an accounting approach that allows an assessment of changes in risk exposure.

33.1 Financial risk factors

In compliance with prevailing legislation, below is a description of the main financial risks to which the Group is exposed:

• Market risk
  • o Exposure to fluctuations in foreign exchange rates
  • o Exposure to fluctuations in interest rates
• Liquidity risk
• Credit risk
• Raw material price risk

Foreign currency risk

Fluctuations in the exchange rate between the currency in which a transaction is denominated and the Group's presentation currency can have a negative or positive impact on its profit or loss, specifically affecting management of its financial debt.

The Group operates in the following currencies:

Euro	US dollar	Mexican peso
Argentine peso	Brazilian real	British pound
Swedish crown	Polish zloty	Hungarian forint
Turkish lira	Indian rupee	Korean won
Chinese yuan	Russian rubble	Czech crown
Japanese yen	Thai baht	Romanian Leu
Taiwanese Dollar

To manage exchange rate risk, the Group uses a series of financial instruments that give it a degree of flexibility, basically comprised of the following:

• A. Foreign currency forward contracts: These arrangements lock in the price at which an entity can buy or sell a currency on a set date; the timing can be adjusted to align the transactions with the hedged cash flows.
• B. "Puttable instruments": Other derivatives are also used to hedge currency risk, including those designed to lock in a maximum or minimum exchange rate (collar or tunnel) at a set settlement date.

At December 31, 2017 and December 31, 2016 these instruments were not arranged.

The tables below show the sensitivity of profit and equity, in thousands of euros, to changes in exchange rates relative to the euro.

The sensitivity of profit to exchange rate fluctuations, corresponding to years 2017 and 2016, is as follows:

	2017
	IMPACT ON PROFIT
Currency	5% Fluctuation-5% Fluctuation
Swedish crown	(1,458)	1,458
US dollar	(1,480)	1,480
Hungarian florint	(738)	738
GB pound	816	(816)
Mexican peso	1,182	(1,182)
Brazilian real	(244)	244
Chinese yuan	1,158	(1,158)
Indian rupee	255	(255)
Turkish lira	775	(775)
Argentine peso	369	(369)
Russian ruble	109	(109)
Korean won	301	(301)
Polish zloty	889	(889)
Czech crown	202	(202)
Japanese yen	(25)	25
Thai baht	17	(17)
Romanian leu	43	(43)
Taiwanese dollar	3	(3)
IMPACT IN ABSOLUTE TERMS	2,174	(2,174)

EFFECT IN RELATIVE TERMS	0.91%	-0.91%

		2016
		IMPACT ON PROFIT
	Currency	5% Fluctuation-5% Fluctuation
	Swedish crown	(1,311)	1,311
	US dollar	80	(80)
	Hungarian forint	(740)	740
	GB pound	631	(631)
	Mexican peso	151	(151)
	Brazilian real	(470)	470
	Chinese yuan	1,961	(1,961)
	Indian rupee	379	(379)
	Turkish lira	357	(357)
	Argentine peso	31	(31)
	Russian ruble	6	(6)
	Korean won	453	(453)
	Polish zloty	1,096	(1,096)
	Czech crown	265	(265)
	Japanese yen	57	(57)
	Thai baht	18	(18)
IMPACT IN ABSOLUTE TERMS		2,964	(2,964)
PROFIT ATTRIBUTABLE
TO EQUITY HOLDERS OF
PARENT COMPANY		221,354	221,354
EFFECT IN RELATIVE TERMS		1.34%	-1.34%

The sensitivity of equity to exchange rate fluctuations, corresponding to years 2017 and 2016, is as follows:

		2017
		IMPACT ON EQUITY
	Currency	5% Fluctuation -5% fluctuation
	Swedish crown	(4,133)	4,133
	US dollar	3,121	(3,121)
	Hungarian forint	(3,850)	3,850
	GB pound	8,318	(8,318)
	Mexican peso	303	(303)
	Brazilian real	2,702	(2,702)
	Chinese yuan	11,756	(11,756)
	Indian rupee	2,006	(2,006)
	Turkish lira	797	(797)
	Argentine peso	(2,645)	2,645
	Russian ruble	(4,389)	4,389
	Korean won	2,166	(2,166)
	Polish zloty	860	(860)
	Czech crown	135	(135)
	Japanese yen	(168)	168
	Thai baht	116	(116)
	Romanian leu	126	(126)
	Taiwanese dollar	21	(21)
	IMPACT IN ABSOLUTE TERMS	17,242	(17,242)
EQUITY		1,970,555	1,970,555
	EFFECT IN RELATIVE TERMS	0.87%	-0.87%

		2016
		IMPACT ON EQUITY
	Currency	5% Fluctuation -5% fluctuation
	Swedish crown	(2,667)	2,667
	US dollar	5,555	(5,555)
	Hungarian forint	(3,090)	3,090
	Sterling pound	7,875	(7,875)
	Mexican peso	(520)	520
	Brazilian real	3,400	(3,400)
	Chinese yuan	11,183	(11,183)
	Indian rupee	1,700	(1,700)
	Turkish lira	243	(243)
	Argentine peso	(2,571)	2,571
	Russian ruble	(4,293)	4,293
	Korean won	1,868	(1,868)
	Polish zloty	1,988	(1,988)
	Czech crown	(201)	201
	Japanese yen	(67)	67
	Thai baht	89	(89)
	IMPACT IN ABSOLUTE TERMS	20,490	(20,490)
EQUITY		1,872,003	1,872,003
	EFFECT IN RELATIVE TERMS	1.09%	-1.09%

The amounts above had been calculated increasing or decreasing a 5% the exchange rates used to translate to euros the income statements and the equity of the subsidiary companies.

In 2017, consolidated equity decreased in 199.8 million euros due to translation differences variation. This variation is mainly due to investment outside Eurozone.

Interest rate risk

The Group's borrowings mainly bear interest at floating rates, exposing it to risk from fluctuations in market interest rates, so that market fluctuations affect cash flows. The Group mitigates this risk by using interest rate derivatives, 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.

In general, the Group's borrowings are at floating rates indexed to Euribor except the bond issued by the Group on May 2016, which bears a fixed interest rate.

Had the average interest on euro denominated financial borrowings changed in 50 Bps in 2017, all other variables remaining constant, the finance result would have changed in 7,102 thousand euros.

Had the average interest on euro denominated financial borrowings changed in 50 Bps in 2016, all other variables remaining constant, the finance result would have changed in 3,764 thousand euros.

Liquidity risk

Liquidity risk is defined as the risk that a company will not be able to service its commitments as a result of adverse conditions in the debt and/or equity markets that prevent or hinder its capital raising efforts.

The Group manages liquidity risk by maintaining sufficient cash balances to enable it to negotiate refinancing on the best possible terms and to cover its short term cash outlays, thereby avoiding the need to raise funds on disadvantageous terms.

The breakdown of liquidity and capital resources at December 31, 2017 and 2016 was as follows:

	Thousands of euros
	2017	2016
Cash and cash equivalents Current financial investments	860,238	430,463
Debt securities	5,376	338
Revolving credit facilities (Note 22.a.1.I)	280,000	280,000
Undrawn credit lines	642,962	457,287
	1,788,576	1,168,088

The amount corresponding to undrawn credit lines correspond to committed operation with several banks with a maturity of less than 12 months, meanwhile the Revolving credit facilities will attain its maturity on July 15, 2022.

Liquidity reserves with maturity of more than 12 months, in absence of additional financing operations, will serve to cover debt maturities in 2018 for the amount of 544 million euros (Note 22.a.2); plus the cash flows from investment activities net of cash flow from operating activities (in 2017 this implied a cash need of 196 million euros as shown in the Consolidated Cash Flow Statement); and plus the payment of dividends that mounted to 73 million euros in 2017.

The working capital can be defined as the permanent financial resources needed to carry out the activity of the company, that is, the part of current assets financed with long-term funds.

The Group´s working capital at December 31, 2017 and December 31, 2016 is as follows:

	Thousand euros
	2017	2016
Current assets	3,067,222	2,507,717
Current liabilities	(2,507,069)	(2,359,043)
TOTAL WORKING CAPITAL	560,153	148,674
	Thousand euros
	2017	2016
Equity	1,970,555	1,872,003
Non-current liabilities	2,747,300	2,198,602
Non-current assets	(4,157,702)	(3,921,931)

The working capital increase is mainly due to the increase in cash and equivalents as a result of the increase in the cash flow from financing activities with long-term maturity.

Credit risk

Credit risk is concentrated primarily in the Group's accounts receivable. Management considers that its counterparties are very creditworthy.

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 analyze 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 the Group policies.

The surplus cash investments are contracted only with authorized counterparties and always within the credit limit assigned for each counterparty.

The limits are established in order to minimize 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, 2017 and 2016 amounts to the carrying values (Note 14), 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.

Raw Materials Price Risk

The steel is the main raw material used in the business.

For 2017, 63% of the steel was purchased through "re-sale" programs with customers (60% in 2016), whereby the OEM periodically negotiates with the steel maker the price of the steel that Gestamp uses for the production of automotive components. Any fluctuations in steel prices are directly adjusted in the selling price of the final product.

In the case of products that use steel not purchased under "re-sale", the OEMs adjust Gestamp's selling prices based on the steel prices they have negotiated with steel suppliers. Historically, the Group has negotiated and agreed its purchase contracts with steel suppliers under terms such that the impact (whether positive or negative) of the steel price fluctuation in these cases is minimal.

Hence Gestamp considers that the Group's exposure to steel price fluctuations is not significant.

33.2 Hedge accounting

For the purpose of hedge accounting, the Group classifies its hedges as:

• Fair value hedges when hedging the exposure to changes in the market value of a recognized asset or liability, or of a firm commitment attributable to a specific risk.
• Cash flow hedges when hedging exposure to fluctuations in cash flows that are either attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecast transaction.
• Hedges of a net investment in a foreign operation when hedging exposure to variability in exchange rates relative to a net investment in a foreign operation.

Such derivative financial instruments are initially recognized at acquisition cost and are subsequently valued 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:

• Fair value hedges: changes in the fair value of the hedging instrument and the hedged item, in both instances attributable to the risk hedged, are recognized in the Consolidated Income Statement.
• Cash flow hedges: changes in the fair value of the hedging instrument attributable to the risk hedged, as long as the hedge is effective, are recognized in "Retained earnings" in equity. Amounts taken to equity are transferred to the Consolidated Income Statement when the hedged cash flows affect profit or loss.
• Hedges of a net investment in a foreign operation: these hedges are accounted for in a way similar to cash flow hedges. Fair value gains or losses in these hedging instruments are recognized in "Translation differences." If a foreign operation is sold, the cumulative value of any such gains or losses recognized directly in equity ("Translation differences ") is transferred to the Consolidated Income Statement.

33.3 Fair value of financial instruments

The fair value of financial instruments is determined as follows:

• The fair value of financial instruments that are actively traded in organized financial markets is determined by reference to quoted market prices.
• Where there is no active market, fair value is determined using cash flow analysis discounted at market discount rates and based on market assumptions at the time of the estimate.

Non-current financial assets

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 are carried on the Condensed 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 recognized with a charge or credit, as appropriate, to "Retained earnings" within Equity until these investments are sold, at which time the cumulative amount recognized in equity is recognized in full in the Consolidated Income Statement. If fair value is lower than acquisition cost, the difference is recognized directly in equity, unless the asset is determined to be impaired, in which case it is recognized in the Consolidated Income Statement.

Trade receivables

For receivables due in less than one year, the Group considers the carrying amount a reasonable approximation of fair value.

Current financial assets

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.

Interest-bearing loans and borrowings

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.

Trade and other payables

The Group's management considers the carrying amount of the items recorded in this Consolidated Balance Sheet line item to be a reasonable approximation of fair value.

Fair values of financial instruments

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 recognized in the Consolidated Financial Statements, by methodology of fair value measurement, is as follows:

	Thousands of euros
	Level 1			Level 2		Level 3
	2017	2016		2017	2016	2017	2016
Financial assets measured at fair value
Financial derivative hedging instruments (Note 12.a.3)				14,718	25,710
Total	-		-	14,718	25,710	-	-

The classification of financial liabilities at fair value in the Consolidated Financial Statements, according to their relevant valuation methodology, is as follows:

	Thousands of euros
	Level 1		Level 2		Level 3
	2017	2016	2017	2016	2017	2016
Financial derivative hedging instruments			54,287	74,860
Financial derivative instruments held-for-trading			11,914	13,123
Total Financial derivative instruments (Note 22.b.1))			66,201	87,983
Other current liabilities - Put Option (Note 22.d))						76,900
Defined benefit plans (Note 21.b))	79,469	77,528
Total	79,469	77,528	66,201	87,983		76,900

33.4 Capital risk management

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 to maximize shareholder value.

The Group monitors its capital structure based on its leverage ratio. It defines leverage as net debt (financial borrowings, financial leasing, borrowing from related parties and other financial liabilities less short-term investments and cash and cash equivalents) divided by total equity (consolidated equity plus grants pending release to the income statement).

The Group's leverage is set forth below:

	Thousands of euros
Concept	2017	2016
Interest-bearing loans and borrowings and debt issues	2,710,880	1,967,599
Financial leasing	32,672	33,574
Borrowings from related parties	59,294	70,162
Other non-current financial liabilities	34,183	34,991
Short term financial investments	(78,896)	(43,228)
Cash and cash equivalents	(860,238)	(430,463)
TOTAL NET DEBT	1,897,895	1,632,635
Consolidated equity	1,970,555	1,872,003
Grants received (Note 19)	22,315	25,945
TOTAL EQUITY	1,992,870	1,897,948
LEVERAGE RATIO	95.2%	86.0%

During 2017 the Group maintained its average collection and payment periods, as well as its average inventory turnover rates, at levels comparable to 2016. In addition, during 2017 the Group continued to exercise strict control over investments.

34. Information about postponement of payments to suppliers in commercial transactions

The Spanish companies of the Group have adapted their internal processes and payment policy terms to the legal provision of the Law 15/2010, which establishes actions against late payment in commercial transactions. In this sense, the contractual conditions in the year 2017 with commercial suppliers for parts manufacturing in Spain have included periods of payment equal to or less than 60 days in 2017 and in 2016, according to the second transitory legal provision of the Law.

According to this Law, it is detailed below the information from Group companies operating in Spain:

2017

Average period for payment to suppliers 49 days

Total payments realized	4,233 million euros
Total outstanding payments	582 million euros

2016

Average period for payment to suppliers 57 days

Total payments realized	4,299 million euros
Total outstanding payments	465 million euros

Due to reasons of efficiency, and in line with the common practice of trading, the Spanish companies of the Group have, basically, a schedule of payments to suppliers by virtue of which payments are made on fixed days, which in the majority of companies are twice a month.

In general terms, in 2017 and 2016, payments made by Spanish companies to suppliers, for contracts concluded after the entry into force the Law 15/2010, did not exceeded the legal limits of payment terms. Payments to Spanish suppliers which exceeded the legal deadline for years 2017 and 2016 were, in quantitative terms, not significant and were derived from circumstances or incidents beyond the established payment policy, which included, primarily, the closing of agreements with suppliers in the delivery of the goods or provision of the service or handling specific processes.

In addition, at December 31, 2017 and 2016 there were no outstanding amounts of payment to suppliers located in Spain exceeding the maximum legal payment terms.

35. Subsequent events

There are no significant subsequent events as at December 31, 2017.

36. Information about compliance with the Article 229 of the Spanish Corporate Enterprises Act

According to the articles 229 and 231 of the Spanish Corporate Enterprises Act and with the aim of reinforcing the transparency of capital companies, the joint administrators of the Parent Company and their representative natural persons have reported they have no situations of conflict with the interest of the Parent Company nor the subsidiaries.

Additionally, Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera, members of the Board of Directors of the Parent Company, have reported that they are shareholders and board members of ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and the subsidiaries of the ACEK Desarrollo y Gestión Industrial Group.

ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L is the parent company of an industrial group that developed, through the following subgroups, the activities mentioned below:

• GESTAMP AUTOMOCIÓN GROUP: engaged in manufacturing and sale of metal parts and components for the automotive industry.
• HOLDING GONVARRI GROUP: engaged in manufacturing, processing and sale of metal products, including structures for renewable energy such as wind turbines, photovoltaic plants and infrastructure elements of solar thermal power plants.
• ACEK ENERGíAS RENOVABLES GROUP: dedicated to the development, construction and operation of plants generating renewable energy including solar, wind and biomass.
• INMOBILIARIA ACEK GROUP: engaged in real estate activities.

ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L holds a direct and indirect investment of 17.909% in the company Cie Automotive, S.A., of which Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera are also directors.

Additionally, Mr. Francisco López Peña is a member of the Board of CIE Automotive, S.A

Cie Automotive, S.A. is the parent company of an industrial group, which is engaged in, among other things, the design, manufacture and sale of automobile components and sub-units on the world automotive market.

Finally, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. holds a direct investment of 50.00% in the company Sideacero, S.L., of which Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera are also directors.

Sideacero, S.L. is the parent company of an industrial group, which is engaged in, among other things, import, export, purchase and sale of ferrous, non-ferrous products, steel materials and recovery materials.

37. Additional note for English translation

These consolidated financial statements were originally prepared in Spanish. In the event of a discrepancy, the Spanish-language version prevails.

ANNEX I Consolidation scope

emb er 3 1, 2 017 Dec
Com pan y	Add ress	Cou ntry	ct sh areh oldi Dire ng	Indi rect shar eho ldin g	Acti vity	solid etho d Con atio n m	Aud itor s
Ges oció n, S. tam p Au tom A.	Vizc aya	Spa in	Pare nt c omp any		foli Port ent o m ana gem	Full	t & Y Erns oun g
Ges p Bi zkai a, S .A. tam	Vizc aya	Spa in	85.3 1%	14.6 9%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Vi S.A. tam go,	Pon dra teve	Spa in	99.9 9%	0.01 %	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Ce rvei ra, L da. tam	Vian a do Cas telo	Port l uga	42.2 5%	57.7 5%	fact Too ling and urin ts m par anu g	Full	Erns t & Y oun g
ledo Ges tam p To , S.A	Tole do	Spa in	99.9 9%	0.01 %	ling and fact Too ts m urin par anu g	Full	t & Y Erns oun g
tech Auto Eng inee ring AIE	Vizc aya	Spa in	0% 10.0	0% 90.0	arch & D evel Rese ent opm	Full	t & Y Erns oun g
SCI de T Brie our nan en	Tou rnan	Fran ce	0.10 %	99.9 0%	Rea l Est ate	Full	N/A
Ges p So lbla nk B lona , S.A tam arce	Barc elon a	Spa in	5.01 %	94.9 9%	Tail ored bla nk w eldi ng	Full	Erns t & Y oun g
Ges p Pa lenc ia, S .A. tam	Pale ncia	Spa in	100 .00%		Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Ar ina, S.A tam gent	Bue Aire nos s	Arge ntin a		70.0 0%	foli Port ent o m ana gem	Full	Erns t & Y oun g
p Có rdob Ges a, S .A. tam	Córd oba	Arge ntin a		70.0 0%	ling and fact Too urin ts m par anu g	Full	Erns t & Y oun g
p Lin Ges tam , S.A ares	Jaén	in Spa	% 5.02	8% 94.9	ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Ges p Se rvic ios, S.A tam	Mad rid	Spa in	100 .00%		otio d su bsid iari es l inke d se rvic Inve stm ent prom n an es	Full	t & Y Erns oun g
Mat rice rías Deu S.L. sto,	Vizc aya	Spa in		100 .00%	Die ing prod ucti cutt on	Full	Erns t & Y oun g
Ges p Ga lvan izad os, S .A. tam	Pale ncia	Spa in		100 .00%	Com galv zing ent pon ana	Full	Erns t & Y oun g
ch, S Ges p Te .L. tam	Pale ncia	Spa in	0.33 %	99.6 7%	Dor t man	Full	N/A
asil Ind ia d Ges tam p Br ustr e Au tope S.A ças,	Para na	il Braz		70.0 0%	ling and fact Too ts m urin par anu g	Full	Erns t & Y oun g
Ges etal bag es, S tam p M .A.	elon Barc a	Spa in	100 .00%		ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Ges , S.A tam p Es mar	elon Barc a	Spa in	0.10 %	99.9 0%	ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Ges p No S.A .S tam ury,	Tou rnan	Fran ce		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Av eiro , S.A tam	Ave iro	Port l uga		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Griw e Su bgro up	Wes terb urg	Ger man y		100 .00%	fact Too ling and urin ts m par anu g	Full	Erns t & Y oun g
cali A.de Ges tam p Ag ente s, S. C.V uas	alie Agu as C ntes	Mex ico		70.0 0%	ling and fact Too ts m urin par anu g	Full	t & Y Erns oun g
Labo rale A.de Mex ican a Se rvic ios s, S. C.V	alie Agu as C ntes	Mex ico		70.0 0%	Labo rvic r se es	Full	t & Y Erns oun g
Ges p Pu ebla , S.A . de C.V. tam	Pue bla	Mex ico		70.0 0%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Ca a de Mé xico , S.A . de C.V. tam rter	Pue bla	Mex ico		70.0 0%	Port foli ent o m ana gem	Full	Erns t & Y oun g
. Lab les, Ges p M exic de Serv S.A. de C .V. tam ana ora	alie Agu as C ntes	Mex ico		70.0 0%	Labo rvic r se es	Full	Erns t & Y oun g
iería Ges p In Eur Sur , S.L tam gen opa	elon Barc a	Spa in		100 .00%	Indu al s stri ervi ces	Full	Erns t & Y oun g

emb Dec er 3 1, 2 017
Com pan y	Add ress	Cou ntry	ct sh areh oldi Dire ng	Indi rect shar eho ldin g	Acti vity	solid etho d Con atio n m	Aud itor s
Tod lem , S.L	Barc elon a	Spa in		58.1 3% Port foli o m ana gem	ent	Full	Erns t & Y oun g
Ges p Na a, S .A. tam varr	Nav arra	Spa in	71.3 7%	ling and 28.6 3% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges tam p Ba ires , S.A	Bue Air nos es	Arge ntin a		tool 70.0 0% Die cutt ing, ing,	and fact ts m urin par anu g	Full	t & Y Erns oun g
nier ía G loba l MB Inge , S.A	elon Barc a	in Spa		.00% Adm inis ive s ervi 100 trat	ces	Full	N/A
Ges p Ar agó n, S. A. tam	Zara goza	Spa in	5.01 %	94.9 9% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p Ab , S.A tam rera	Barc elon a	Spa in	5.01 %	94.9 9% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p Le te, S .A. tam van	Vale ncia	Spa in	88.5 0%	ling and 11.5 0% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
lbla nk N Ges tam p So S.L. ava rra,	Nav arra	Spa in		.00% ling and wel ding 100 Too		Full	t & Y Erns oun g
gón MB Ara P21 , S.L	elon Barc a	in Spa		.00% ling and 100 Too ts m par	fact urin anu g	Full	N/A
Ges p Po lska , SP . Z.O .O. tam	Wie lkop olsk a	Pola nd		100 .00% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
ash ited Ges p W ingt on U K Lim tam	le New cast	ed K ingd Unit om		ling and 100 .00% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p Hu ria KFT tam nga	Aka i	Hun gary	100 .00%	ling and Too ts m par	fact urin anu g	Full	Erns t & Y oun g
rth A ica, Ges tam p No INC mer	Mic higa n	USA		0% Adm inis ive s ervi 70.0 trat	ces	Full	t & Y Erns oun g
Ges p Sw ede n, A B tam	Lule a	Swe den		100 .00% Port foli o m ana gem	ent	Full	Erns t & Y oun g
Ges p Ha rdTe ch, A B tam	Lule a	Swe den		100 .00% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p M n, LL tam aso c.	higa Mic n	USA		ling and 70.0 0% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
p Al aba Ges tam LLc ma,	Alab ama	USA		0% ling and 70.0 Too ts m par	fact urin anu g	Full	t & Y Erns oun g
nch Ges tam p Ro , S.A .S amp	cha Ron mp	Fran ce		.00% ling and 100 Too ts m par	fact urin anu g	Full	t & Y Erns oun g
Ges p M fact urin g Au toch asis , S.L tam anu	Barc elon a	Spa in	5.01 %	94.9 9% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Indu stri as T r, S. A. ame	elon Barc a	Spa in		ling and 30.0 0% Too ts m par	fact urin anu g	etho d Equ ity m	Erns t & Y oun g
olin Ges p To g Se rvic es, A IE tam	Vizc aya	Spa in		and 100 .00% Engi ing neer mo	ld d esig n	Full	Erns t & Y oun g
(Kun sha n) C td Ges tam p Au to C nts o., L omp one	sha Kun n	Chin a		5% ling and 68.9 Too ts m par	fact urin anu g	Full	t & Y Erns oun g
rtek Ltd Ges tam p Ka Co,	Gye m-D ong san gna o	th K Sou orea		.00% ling and 100 Too ts m par	fact urin anu g	Full	t & Y Erns oun g
Beyç elik Ges p Ka lip, A.S. tam	Burs a	Turk ey		50.0 0% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
luca de C Ges p To SA V tam	bla Pue	Mex ico		ling and 70.0 0% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
Labo rale s de Tol de C Ges p Se rvic ios SA V tam uca	bla Pue	Mex ico		Labo 69.9 3% rvic r se es		Full	Erns t & Y oun g
rvic ndia Pri , Ltd Ges tam p Se es I vate	bai Mum	Indi a		.00% ling and 100 Too ts m par	fact urin anu g	Full	e & S.B. Dav Co.

Dec emb er 3 1, 2 017
Com pan y	Add ress	Cou ntry	Dire ct sh areh oldi ng	Indi rect shar eho ldin g	Acti vity	solid atio etho d Con n m	Aud itor s
Ges p Se tal V lozh sk L lc tam vers sevo	Sain t Pe burg ters	Rus sia		58.1 3% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Adr al, m atri ceri , S.L pta. unto a y a p	Vizc aya	Spa in		ufac nd f 100 .00% Man turi ng a	f mo ine- tuni lds ng o	Full	Erns t & Y oun g
tal K alug Ges tam p Se a, LL vers c	Kalu ga	Rus sia		ling and 58.1 3% Too ts m par	fact urin anu g	Full	t & Y Erns oun g
dia Ltd. Ges tam p Au tom otiv e In Priv ate	Pun e	Indi a		ling and 50.0 0% Too ts m par	fact urin anu g	Full	t & Y Erns oun g
Ges p Pu ne A otiv e, P riva te Lt d. tam utom	Pun e	Indi a		100 .00% Too ling and ts m par	fact urin anu g	Full	V C Ven katr n & Co. ama
Ges p Ch Llc tam atta noo ga,	Cha ttan oog a	USA		70.0 0% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p Ho ldin g Ru sia, S.L. tam	Mad rid	Spa in	25.1 9%	foli 52.3 4% Port o m ana gem	ent	Full	Erns t & Y oun g
uth lina , Llc Ges p So Caro tam	th C lina Sou aro	USA		ling and 70.0 0% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
ldin g Ch Ges tam p Ho ina, AB	Lule a	den Swe		foli 68.9 5% Port o m ana gem	ent	Full	t & Y Erns oun g
p Gl oba l To olin Ges tam g, S. L.	Vizc aya	in Spa	9% 99.9	% Die ing prod ucti 0.01 cutt	on	Full	t & Y Erns oun g
Ges p To ol H arde ning , S.L tam	Vizc aya	Spa in		100 .00% Die ing prod ucti cutt	on	Full	Erns t & Y oun g
Ges p Ve nda s No Lda. tam vas	Évor a	Port l uga	100 .00%	Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p To glia tti, L lc. tam	Tog liatt i	Rus sia		100 .00% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
e Ch d. Ges p Au otiv ai P riva te Lt tam tom enn	Che i nna	Indi a		ling and 100 .00% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
lau, Ges p Pa S.A tam	elon Barc a	Spa in		ling and 100 .00% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
rth ervi Ges tam p No Euro pe S S.L. ces,	Vizc aya	in Spa	7% 99.9	% sult ices 0.03 Con ory serv		Full	t & Y Erns oun g
Loir e So cied ad A nón ima ñola Fra Espa nco	Gui púzc oa	Spa in	100 .00%	ufac and sal Man ture	e of chin for ing cutt ma ery	Full	t & Y Erns oun g
Ges p To olin g Er and io, S .L. tam	Gui púzc oa	Spa in		100 .00% Port foli o m ana gem	ent	Full	N/A
Died e Di e De velo S.L. nts, pme	Vizc aya	Spa in	100 .00%	Die ing prod ucti cutt	on	Full	IZE A udit ores
Ges tam p Lo , S.R .O. uny	Prag ue	h Re pub lic Czec		ling and 100 .00% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
ts (S hen g), C d. Ges tam p Au toco o. Lt mpo nen yan	She nya ng	Chin a		ling and 65.0 0% Too ts m par	fact urin anu g	Full	t & Y Erns oun g
Ges p W est V irgi nia, Llc tam	Mic higa n	USA		70.0 0% ling and Too ts m par	fact urin anu g	Full	t & Y Erns oun g
Beyç elik Ges p Sa si, L .S. tam	Koc aeli	Turk ey		50.0 0% Too ling and ts m par	fact urin anu g	Full	/KP Den etci ler S MG won
ts (D n), C Ges p Au o. Lt d. tam toco mpo nen ong gua	Don ggua n	Chin a		65.0 0% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p Tr y Ou t Se rvic S.L. tam es,	Vizc aya	Spa in		100 .00% Die ing prod ucti cutt	on	Full	Erns t & Y oun g
tión Glo bal de M cerí Ges atri a, S .L.	Vizc aya	Spa in	30.0 0%	Dor t man		etho d Equ ity m	N/A
ía y cció Inge nier Con stru n M atri S.A ces,	Vizc aya	Spa in		prod 30.0 0% Die cutt ing ucti	on	etho d (A ) Equ ity m	udit IZE A ores

(A) This company is consolidated under full consolidation method in Gestión Global de Matricería Subgroup. This Subgroup is accounted for in Gestamp Automoción Group using the equity method.

emb Dec er 3 1, 2 017
Com pan y	Add ress	Cou ntry	Dire ct sh areh oldi ng	Indi rect shar eho ldin g	Acti vity	Con solid atio etho d n m	Aud itor s
IxCx T, S. A.	Vizc aya	Spa in		30.0 0% Die ing prod ucti cutt on		ity m etho d (A ) Equ	udit IZE A ores
Ges ndin bou rg, S tam p Fu g Lu .A. xem	mbo Luxe urg	mbo Luxe urg	100 .00%	Port	foli ent o m ana gem	Full	t & Y Erns oun g
Ges p Pu ebla II, S .A. d e C.V tam	Pue bla	Mex ico		70.0 0% Too	ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Auto tech Eng inee ring Deu tsch land Gm bH	Biel efel d	Ger man y		100 .00% Rese	arch & D evel ent opm	Full	Erns t & Y oun g
tech D Uk lim ited Auto Eng inee ring R&	han Dur	ed K ingd Unit om		100 .00% Rese	arch evel & D ent opm	Full	Erns t & Y oun g
ldin éxic Ges tam p Ho g M o, S .L.	Mad rid	Spa in		69.9 9% Port	foli ent o m ana gem	Full	t & Y Erns oun g
Ges p Ho ldin g Ar ina, S.L. tam gent	Mad rid	Spa in	10.8 0%	59.1 9% Port	foli ent o m ana gem	Full	t & Y Erns oun g
Mur sola r 21 , S.L	Mad rid	Spa in		65.0 0% Port	foli ent o m ana gem	Full	Erns t & Y oun g
GGM Pue bla, S.A . de C.V.	Pue bla	Mex ico		30.0 0% Too	ling and fact urin ts m par anu g	Equ ity m etho d (A )	N/A
GGM Pue bla de S ervi cios Lab les, S.A. de C .V. ora	Pue bla	Mex ico		30.0 0% Labo	rvic r se es	d (A ) Equ ity m etho	N/A
chn logy Ges p Te Ins titut e, S. L. tam	Vizc aya	Spa in	99.9 9%	Edu 0.01 %	cati on	Full	N/A
olin hlan d, G mbH Ges tam p To g En gine erin g De utsc	nsch Brau weig	Ger man y		100 .00% Die	prod cutt ing ucti on	Full	N/A
p Ch I, Llc Ges tam atta ga I noo	Cha ttan oog a	USA		0% 70.0 Too	ling and fact urin ts m par anu g	Full	N/A
Auto tech Eng inee ring R& D US A	Dela war e	USA		100 .00% Rese	arch & D evel and IT ent opm	Full	N/A
Ges p Au ts W uha . Ltd tam toco mpo nen n, co	Wu han	Chin a	100 .00%	0.00 % Too	ling and fact urin ts m par anu g	Full	N/A
Çeli k Fo rm G Oto ive, A.S. esta mot mp	Burs a	Turk ey		50.0 0% Too	ling and fact urin ts m par anu g	Full	Erns t & Y oun g
ash Ges p W w, L Lc. tam tena	Dela war e	USA		70.0 0% Too	ling and fact urin ts m par anu g	Full	N/A
is P í, S.A de Ges tam p Sa n Lu otos .P.I. C.V.	ico City Mex	ico Mex		0% Labo 70.0	rvic r se es	Full	N/A
Ges p Sa is P í Ser vici abo rale s S.A de C tam n Lu otos os L .P.I. .V.	ico City Mex	ico Mex		70.0 0% Too	ling and fact urin ts m par anu g	Full	N/A
Ges p Au to C (Tia njin ) Co ., LT D. tam nts omp one	Tian jin	Chin a		100 .00% Too	ling and fact urin ts m par anu g	Full	N/A
Ges p 20 17, S.L. tam	Mad rid	Spa in	100 .00%	Port	foli ent o m ana gem	Full	N/A
(Sh ai) C Auto tech Eng inee ring o. Lt d. ang	Sha i nga	Chin a		100 .00% Rese	arch & D evel ent opm	Full	N/A
Ges tam p Ho t Sta mpi ng J n K. K. apa	Tok io	Japa n		100 .00% Too	ling and fact ts m urin par anu g	Full	N/A
Glo bal aba Lase r Ar , S.L	Álav a	Spa in	30.0 0%	Too	ling and fact ts m urin par anu g	etho d Equ ity m	N/A
MPO vide ezis , S.R .L. Pro rs R tent	esti Dar man	ania Rom		35.0 0% Too	ling and fact urin ts m par anu g	Full	a Fi cial Con sult ing Tom nan
Beyç elik Ges p Te kno loji Kali p, A .S. tam	Burs a	Turk ey		50.0 0% Die	ing prod ucti cutt on	Full	Erns t & Y oun g
Ges p Ni S.R. O. tam tra,	Brat isla va	Slov akia	100 .00%	Too	ling and fact urin ts m par anu g	Full	N/A
fes Alm Man teni mie de T eles , S.L nto ussa roqu	Barc elon a	Spa in		100 .00% Too	ling inte ma nan ce	Full	N/A
p (C hina ) Ho ldin d Ges tam g, C o. Lt	Sha i nga	Chin a		100 .00% Port	foli ent o m ana gem	Full	N/A
ch J Ges tam p Au tote n K. K. apa	Tok io	Japa n		100 .00% Rese	arch & D evel ent opm	Full	N/A

(A) These companies are consolidated under full consolidation method in Gestión Global de Matricería Subgroup. This Subgroup is accounted for in Gestamp Automoción Group using the equity method.

emb Dec er 3 1, 2 017
Com pan y	Add ress	Cou ntry	Dire ct sh areh oldi ng	Indi rect shar eho ldin g	Acti vity	Con solid atio etho d n m	Aud itor s
Edsc ha H oldi ng G mbH	Rem sch eid	Ger man y		100	.00% Port foli ent o m ana gem		Erns t & Y oun g
Edsc ha A otiv e He sbe rg G mbH utom nger	Hen berg gers	Ger man y		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
ha A berg bH Edsc otiv e Ha Gm utom uzen	zenb Hau erg	Ger man y		100 .00%	ling fact Too and urin ts m par anu g	Full	Erns t & Y oun g
Edsc ha E mbH ngin eeri ng G	sch eid Rem	Ger man y		100 .00%	arch evel Rese & D ent opm	Full	Erns t & Y oun g
Edsc ha H rsbe eal mbH rg R Esta te G enge	berg Hen gers	Ger man y	% 5.10	0% 94.9	l Est Rea ate	Full	N/A
Edsc ha H nbe eal mbH rg R Esta te G auze	zenb Hau erg	Ger man y	% 5.10	0% 94.9	l Est Rea ate	Full	N/A
Edsc ha A otiv ice S utom e Ka .R.O men	enic Kam e	h Re pub lic Czec		.00% 100	ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Edsc ha H rade c S.R .O.	Hra dec	Czec h Re pub lic		100 .00%	Die ing prod ucti cutt on	Full	Erns t & Y oun g
Edsc ha V elky Me der S.R. O.	Velk y M ede r	Slov akia		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p 20 08, S.L. tam	Vill alon qué (Bur ) jar gos	Spa in		100 .00%	foli Port ent o m ana gem	Full	Erns t & Y oun g
Edsc ha B s, S. A. urgo	Vill alon qué (Bur ) jar gos	Spa in		100 .00%	ling and fact Too ts m urin par anu g	Full	Erns t & Y oun g
Edsc ha S nde r, S. anta L.	El A still (Can tabr ia) ero	Spa in	5.01 %	94.9 9%	ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Edsc ha B riey S.A .S.	Brie y Ce dex	Fran ce		100 .00%	ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Edsc ha E ngin eeri ng F e S.A .S. ranc	Les Ulis	Fran ce		100 .00%	Rese arch & D evel ent opm	Full	Erns t & Y oun g
Edsc ha d o Br asil Ltd a.	Soro cab a	Braz il		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
p Ed sch , Ltd Ges tam a Ja Co. pan	Tok io	Japa n		100 .00%	Sale s of fice	Full	N/A
i Ed sch dy S td. Jui L a Bo yste ms C o., L	hsiu Kao ng	Taiw an		60.0 0%	ling and fact Too ts m urin par anu g	Full	t & Y Erns oun g
Jui L i Ed sch a Ho ldin g Co ., Ltd	Apia	Sam oa		60.0 0%	foli Port ent o m ana gem	Full	N/A
Jui L i Ed sch a Ha inan Ind y En rise Co. , Ltd ustr terp	Hain an	Chin a		60.0 0%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Edsc ha A otiv e Te chn olog y Co ., Ltd utom	Sha ngh ai	Chin a		100 .00%	Rese arch & D evel ent opm	Full	Sha i Ru iton g Cp nga a
Sha ngh ai E dsc ha M ach iner y Co ., Ltd	Sha ngh ai	Chin a		55.0 0%	fact Too ling and urin ts m par anu g	Full	Erns t & Y oun g
Anh dsc ha A o Ltd ui E otiv e Pa rts C utom a.	Anh ui	Chin a		100 .00%	ling and fact Too urin ts m par anu g	Full	Erns t & Y oun g
Edsc ha A ichi utom otiv e M , Inc gan	Lape er	USA		100 .00%	ling and fact Too ts m urin par anu g	Full	N/A
Edsc ha T ogli atti, Llc.	liatt i Tog	sia Rus		.00% 100	ling and fact urin Too ts m par anu g	Full	Nati l Au dit C rati ona orpo on
Edsc ha A otiv e Co ts C o., L tda. utom mpo nen	Kun sha n	Chin a		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Fi ce S lova kia S.R.O tam nan	Velk y M ede r	Slov akia	25.0 0%	75.0 0%	Port foli ent o m ana gem	Full	N/A
Edsc ha K fftec hnik bH Gm tsto uns	sch eid Rem	Ger man y		100 .00%	ling and fact Too urin ts m par anu g	Full	han d JKG Treu
Edsc ha P ha, Ltd.	l Seu	th K Sou orea		50.0 0%	arch evel and fact Rese & D urin ent ts m opm par anu g	Full	N/A
Edsc ha A apic otiv . Ltd o Au tom e Co	ako ri Ay utth Pran rn S aya	Th aila nd		0% 51.0	ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Edsc ha A otiv e SL P, S. I. de utom A.P. C.V	ico City Mex	ico Mex		100 .00%	Dor t man	Full	N/A
Edsc ha A otiv e SL P Se rvic ios Labo rale s, S. A.P. I. de C.V utom	Mex ico City	Mex ico		100 .00%	Dor t man	Full	N/A
ts (C g) C Edsc ha A otiv e Co hon gqin o. Lt d. utom mpo nen	Cho ing ngq	Chin a		100 .00%	Too ling and fact urin ts m par anu g	Full	N/A
GM F Ho ldin g Gm bH	Rem sch eid	Ger man y		100 .00%	Port foli ent o m ana gem	Full	Erns t & Y oun g
etal g (W uha n), L td Ges tam p M For min	han Wu	Chin a		100 .00%	ling and fact Too ts m urin par anu g	Full	Erns t & Y oun g
form tech nik Gmb Ges tam p Um H	Ludw igsf elde	Ger man y		100 .00%	ling and fact Too ts m urin par anu g	Full	t & Y Erns oun g
Auto ive C has sis Prod Plc mot ucts	Ayc liffe rham New ton , Du	Unit ed K ingd om		100 .00%	foli Port ent o m ana gem	Full	t & Y Erns oun g
Sofe dit, S.A.S	Le T heil Hui sur sne	Fran ce		65.0 0%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Pr ism a, S .A.S tam	Usin e de Me pré ssem	Fran ce		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Ta llen t , Lt d tam	liffe New Ayc , Du rham ton	Unit ed K ingd om		100 .00%	fact Too ling and urin ts m par anu g	Full	Erns t & Y oun g
rocl Ges tam p W aw S p.z,o .o.	claw Wro	Pola nd		65.0 0%	ling and fact Too ts m urin par anu g	Full	t & Y Erns oun g
(Cho ing) , Ltd Ges tam p Au to c nts Co. omp one ngq	Cho ing ngq	Chin a		100 .00%	ling and fact Too ts m urin par anu g	Full	t & Y Erns oun g

Dec emb er 3 1, 2 016
Com pan y	Add ress	Cou ntry	Dire ct sh areh oldi ng	Indi rect shar eho ldin g	Acti vity	Con solid atio etho d n m	Aud itor s
Ges p Au oció n, S. A. tam tom	Vizc aya	Spa in	Pare nt c omp any	Port foli ent o m ana gem		Full	Erns t & Y oun g
Ges p Bi zkai a, S .A. tam	Vizc aya	Spa in	85.3 1%	14.6 9% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p Vi S.A. tam go,	dra Pon teve	Spa in	99.9 9%	ling and 0.01 % Too ts m par	fact urin anu g	Full	Erns t & Y oun g
da. Ges tam p Ce rvei ra, L	a do telo Vian Cas	l Port uga	42.2 5%	ling and 57.7 5% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges ledo , S.A tam p To	Tole do	Spa in	99.9 9%	0.01 % ling and Too ts m par	fact urin anu g	Full	t & Y Erns oun g
tech inee ring Auto Eng AIE	Vizc aya	Spa in	10.0 0%	90.0 0% arch & D evel Rese opm	and ent IT	Full	t & Y Erns oun g
SCI de T Brie our nan en	Tou rnan	Fran ce	0.10 %	99.9 0% Rea l Est ate		Full	N/A
Ges p So lbla nk B lona , S.A tam arce	Barc elon a	Spa in	5.01 %	94.9 9% Tail ored bla nk w eldi ng		Full	Erns t & Y oun g
lenc Ges tam p Pa ia, S .A.	Pale ncia	Spa in	100 .00%	ling and Too ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges tam p Ar gent ina, S.A	Bue Air nos es	Arge ntin a		foli 70.0 0% Port ent o m ana gem		Full	t & Y Erns oun g
Ges p Có rdob a, S .A. tam	Córd oba	Arge ntin a		70.0 0% ling and Too ts m par	fact urin anu g	Full	t & Y Erns oun g
Ges p Lin , S.A tam ares	Jaén	Spa in	5.02 %	94.9 8% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p Se rvic ios, S.A. tam	Mad rid	Spa in	100 .00%	Adm inis ive s ervi trat ces		Full	Erns t & Y oun g
rías Mat rice Deu S.L. sto,	Vizc aya	Spa in		100 .00% Die ing prod ucti cutt on		Full	Erns t & Y oun g
lvan izad Ges tam p Ga os, S .A.	Pale ncia	Spa in	5.01 %	galv 94.9 9% Com ent pon ana	zing	Full	t & Y Erns oun g
ch, S Ges tam p Te .L.	Pale ncia	Spa in	0.33 %	99.6 7% Dor t man		Full	N/A
Ges p Br asil Ind ia d e Au S.A tam ustr tope ças,	Para na	Braz il		70.0 0% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p M etal bag es, S .A. tam	Barc elon a	Spa in	100 .00%	Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Ges p Es , S.A tam mar	Barc elon a	Spa in	0.10 %	99.9 0% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
alba Met P-51 , S.L ges	elon Barc a	Spa in		ling and 100 .00% Too ts m par	fact urin anu g	Full	N/A
Ges p No S.A .S tam ury,	Tou rnan	Fran ce		ling and 100 .00% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
eiro Ges tam p Av , S.A	iro Ave	l Port uga		.00% ling and 100 Too ts m par	fact urin anu g	Full	t & Y Erns oun g
Griw bgro e Su up	terb Wes urg	Ger man y		.00% ling and 100 Too ts m par	fact urin anu g	Full	t & Y Erns oun g
Ges p Ag cali s, S. A.de C.V tam ente uas	Agu as C alie ntes	Mex ico		70.0 0% Too ling and ts m par	fact urin anu g	Full	Erns t & Y oun g
Mex ican a Se rvic ios Labo rale s, S. A.de C.V	Agu as C alie ntes	Mex ico		70.0 0% Labo rvic r se es		Full	Erns t & Y oun g
ebla . de Ges p Pu , S.A C.V. tam	bla Pue	Mex ico		ling and 70.0 0% Too ts m par	fact urin anu g	Full	Erns t & Y oun g
a de Mé . de Ges tam p Ca rter xico , S.A C.V.	bla Pue	Mex ico		foli 70.0 0% Port ent o m ana gem		Full	Erns t & Y oun g
Ges exic de Serv . Lab les, S.A. de C tam p M .V. ana ora	as C alie Agu ntes	ico Mex		70.0 0% Labo rvic r se es		Full	t & Y Erns oun g
Ges p In iería Sur , S.L tam Eur gen opa	elon Barc a	Spa in		100 .00% foli Port ent o m ana gem		Full	t & Y Erns oun g

emb Dec er 3 1, 2 016
Com pan y	Add ress	Cou ntry	ct sh areh oldi Dire ng	Indi rect shar eho ldin g	Acti vity	solid etho d Con atio n m	Aud itor s
Tod lem , S.L	elon Barc a	Spa in		foli 58.1 3% Port	ent o m ana gem	Full	Erns t & Y oun g
Ges p Na a, S .A. tam varr	Nav arra	Spa in	71.3 7%	ling 28.6 3% Too	and fact urin ts m par anu g	Full	Erns t & Y oun g
ires Ges tam p Ba , S.A	Air Bue nos es	ntin Arge a		0% Die 70.0 cutt	ing, tool ing, and fact urin ts m par anu g	Full	t & Y Erns oun g
nier ía G loba l MB , S.A Inge	elon Barc a	Spa in		100 .00% Adm inis	ive s ervi trat ces	Full	N/A
Ges p Ar agó n, S. A. tam	Zara goza	Spa in	5.01 %	94.9 9% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Ab , S.A tam rera	Barc elon a	Spa in	5.01 %	94.9 9% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Le te, S .A. tam van	Vale ncia	Spa in	88.5 0%	ling 11.5 0% Too	and fact urin ts m par anu g	Full	Erns t & Y oun g
lbla nk N Ges tam p So S.L. ava rra,	Nav arra	Spa in		Tail ored 100 .00%	bla nk w eldi ng	Full	Erns t & Y oun g
gón P21 , S.L MB Ara	elon Barc a	Spa in		100 .00% ling Too	and fact urin ts m par anu g	Full	N/A
Ges lska , SP . Z.O .O. tam p Po	Wie lkop olsk a	Pola nd		100 .00% ling Too	and fact urin ts m par anu g	Full	t & Y Erns oun g
Ges p W ash ingt on U K Lim ited tam	New le cast	Unit ed K ingd om		100 .00% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Hu ria KFT tam nga	Aka i	Hun gary	100 .00%	Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
rth A Ges tam p No ica, INC mer	higa Mic n	USA		Adm 70.0 0% inis	trat ive s ervi ces	Full	t & Y Erns oun g
ede Ges tam p Sw n, A B	Lule a	den Swe		foli 100 .00% Port	ent o m ana gem	Full	t & Y Erns oun g
rdTe ch, A Ges tam p Ha B	Lule a	den Swe		ling 100 .00% Too	and fact ts m urin par anu g	Full	t & Y Erns oun g
Ges p M n, LL tam aso c.	Mic higa n	USA		70.0 0% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Al aba LLc tam ma,	Alab ama	USA		70.0 0% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
nch Ges p Ro , S.A .S tam amp	cha Ron mp	Fran ce		ling 100 .00% Too	fact and urin ts m par anu g	Full	Erns t & Y oun g
fact toch Ges p M urin g Au asis , S.L tam anu	elon Barc a	Spa in	5.01 %	ling 94.9 9% Too	and fact urin ts m par anu g	Full	Erns t & Y oun g
Indu stri as T r, S. A. ame	elon Barc a	Spa in		0% ling 30.0 Too	and fact ts m urin par anu g	etho d Equ ity m	t & Y Erns oun g
olin rvic Ges tam p To g Se es, A IE	Vizc aya	in Spa		.00% Engi 100 neer	ing and ld d esig mo n	Full	t & Y Erns oun g
Ges p Au to C (Kun sha n) C o., L td tam nts omp one	Kun sha n	Chin a		68.9 5% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Ka rtek Co, Ltd tam	Gye m-D ong san gna o	Sou th K orea		100 .00% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
elik lip, Beyç Ges p Ka A.S. tam	Burs a	Turk ey		ling 50.0 0% Too	and fact urin ts m par anu g	Full	Erns t & Y oun g
luca de C Ges p To SA V tam	bla Pue	Mex ico		ling 70.0 0% Too	and fact urin ts m par anu g	Full	Erns t & Y oun g
rvic ios Labo rale s de Tol de C Ges tam p Se SA V uca	bla Pue	ico Mex		3% Labo 69.9 r se	rvic es	Full	t & Y Erns oun g
Ges p Se rvic ndia Pri , Ltd tam es I vate	bai Mum	Indi a		100 .00% ling Too	and fact urin ts m par anu g	Full	S.B. e & Co. Dav

Dec emb er 3 1, 2 016
Com pan y	Add ress	Cou ntry	Dire ct sh areh oldi ng	Indi rect shar eho ldin g	Acti vity	Con solid atio etho d n m	Aud itor s
Ges p Se tal V lozh sk L lc tam vers sevo	Sain t Pe burg ters	Rus sia		58.1 3% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Adr al, m atri ceri , S.L pta. unto a y a p	Vizc aya	Spa in		100 .00% Adju stm	ent	Full	Erns t & Y oun g
tal K alug Ges tam p Se a, LL vers c	Kalu ga	Rus sia		ling 58.1 3% Too	and fact ts m urin par anu g	Full	Erns t & Y oun g
dia Ltd. Ges tam p Au tom otiv e In Priv ate	Pun e	Indi a		ling 50.0 0% Too	and fact ts m urin par anu g	Full	t & Y Erns oun g
Ges ne A otiv riva te Lt d. tam p Pu utom e, P	Pun e	Indi a		100 .00% ling Too	and fact urin ts m par anu g	Full	t & Y Erns oun g
Ges p Ch Llc tam atta noo ga,	Cha ttan oog a	USA		70.0 0% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Ho ldin g Ru sia, S.L. tam	Mad rid	Spa in	25.1 9%	52.3 4% Port foli	ent o m ana gem	Full	Erns t & Y oun g
Ges p So uth Caro lina , Llc tam	Sou th C lina aro	USA		70.0 0% Too ling	fact and urin ts m par anu g	Full	Erns t & Y oun g
ldin g Ch Ges tam p Ho ina, AB	Lule a	den Swe		foli 68.9 5% Port	ent o m ana gem	Full	t & Y Erns oun g
p Gl oba l To olin Ges tam g, S. L.	Vizc aya	Spa in	99.9 9%	0.01 % Engi neer	and ld d ing esig mo n	Full	t & Y Erns oun g
Ges p To ol H arde ning , S.L tam	Vizc aya	Spa in		100 .00% Engi neer	ing and ld d esig mo n	Full	Erns t & Y oun g
Ges p Ve nda s No Lda. tam vas	Évor a	Port l uga	100 .00%	Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
glia lc. Ges p To tti, L tam	liatt Tog i	Rus sia		ling 100 .00% Too	fact and urin ts m par anu g	Full	Erns t & Y oun g
e Ch d. Ges p Au otiv ai P riva te Lt tam tom enn	Che i nna	Indi a		ling 100 .00% Too	and fact urin ts m par anu g	Full	Erns t & Y oun g
Pal Essa S.A. au,	elon Barc a	Spa in		ling 40.0 0% Too	and fact urin ts m par anu g	etho d Equ ity m	Delo itte
rth ervi Ges tam p No Euro pe S S.L. ces,	Vizc aya	in Spa	7% 99.9	% sult 0.03 Con	ices ory serv	Full	t & Y Erns oun g
Loir e So cied ad A nón ima ñola Fra Espa nco	Gui púzc oa	Spa in	100 .00%	ufac Man	and sal e of chin for ing ture cutt ma ery	Full	t & Y Erns oun g
Bero Too ls, S .L.	Gui púzc oa	Spa in		100 .00% Port foli	ent o m ana gem	Full	N/A
Died e Di e De velo S.L. nts, pme	Vizc aya	Spa in		100 .00% Die cutt	ing prod ucti on	Full	IZE A udit ores
Ges p Lo , S.R .O. tam uny	Prag ue	h Re pub lic Czec		ling 100 .00% Too	and fact urin ts m par anu g	Full	Erns t & Y oun g
ts (S hen g), C d. Ges tam p Au toco o. Lt mpo nen yan	She nya ng	Chin a		ling 65.0 0% Too	and fact ts m urin par anu g	Full	Erns t & Y oun g
Ges irgi nia, Llc tam p W est V	Mic higa n	USA		70.0 0% ling Too	and fact urin ts m par anu g	Full	t & Y Erns oun g
elik Ges p Sa si, L .S. Beyç tam	Koc aeli	Turk ey		50.0 0% ling Too	and fact urin ts m par anu g	Full	/KP etci ler S MG Den won
ts (D n), C Ges p Au o. Lt d. tam toco mpo nen ong gua	Don ggua n	Chin a		65.0 0% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p Tr y Ou t Se rvic S.L. tam es,	Vizc aya	Spa in		100 .00% Die cutt	ing prod ucti on	Full	Erns t & Y oun g
tión Glo bal de M cerí Ges atri a, S .L.	Vizc aya	Spa in	30.0 0%	Dor t man		etho d Equ ity m	N/A
ía y cció Inge nier Con stru n M atri S.A ces,	Vizc aya	Spa in		30.0 0% Die cutt	prod ing ucti on	etho d (A ) Equ ity m	udit IZE A ores

(A) These companies are consolidated under full consolidation method in Gestión Global de Matricería Subgroup. This Subgroup is accounted for in Gestamp Automoción Group using the equity

method.

emb Dec er 3 1, 2 016
Com pan y	Add ress	Cou ntry	ct sh areh oldi Dire ng	Indi rect shar eho ldin g	Acti vity	solid etho d Con atio n m	Aud itor s
IxCx T, S. A.	Vizc aya	Spa in		30.0 0% Die	prod ing ucti cutt on	etho d (A ) Equ ity m	udit IZE A ores
ndin bou Ges p Fu g Lu rg, S .A. tam xem	mbo Luxe urg	mbo Luxe urg	100 .00%	Port	foli ent o m ana gem	Full	Erns t & Y oun g
ebla .A. d Ges tam p Pu II, S e C.V	bla Pue	ico Mex		0% ling 70.0 Too	and fact urin ts m par anu g	Full	t & Y Erns oun g
tech inee ring tsch land bH Auto Eng Deu Gm	Biel efel d	Ger man y		.00% 100 Rese	arch & D evel and ent IT opm	Full	t & Y Erns oun g
Auto tech Eng inee ring R& D Uk lim ited	Dur han	Unit ed K ingd om		100 .00% Rese	arch & D evel and IT ent opm	Full	Erns t & Y oun g
Ges p Ho ldin g M éxic o, S .L. tam	Mad rid	Spa in		69.9 9% Port	foli ent o m ana gem	Full	Erns t & Y oun g
ldin Ges p Ho g Ar ina, S.L. tam gent	Mad rid	Spa in	10.8 0%	59.1 9% Port	foli ent o m ana gem	Full	Erns t & Y oun g
sola Mur r 21 , S.L	Mad rid	Spa in		65.0 0% Port	foli ent o m ana gem	Full	Erns t & Y oun g
GGM bla, S.A . de C.V. Pue	bla Pue	ico Mex		30.0 0% ling Too	and fact urin ts m par anu g	ity m etho d (A ) Equ	N/A
GGM bla de S ervi cios Lab les, S.A. de C .V. Pue ora	bla Pue	ico Mex		30.0 0% Labo	rvic r se es	ity m etho d (A ) Equ	N/A
Ges p Te chn logy Ins titut e, S. L. tam	Vizc aya	Spa in	99.9 9%	0.01 % Edu cati	on	Full	N/A
Ges p To olin g En gine erin g De hlan d, G mbH tam utsc	Brau nsch weig	Ger man y		100 .00% Die	ing prod ucti cutt on	Full	N/A
Ges p Ch ga I I, Llc tam atta noo	Cha ttan oog a	USA		70.0 0% Too ling	fact and urin ts m par anu g	Full	N/A
tech R& Auto Eng inee ring D US A	Dela war e	USA		100 .00% Rese	arch & D evel and ent IT opm	Full	N/A
uha . Ltd Ges tam p Au toco ts W mpo nen n, co	han Wu	Chin a	100 .00%	ling Too	and fact ts m urin par anu g	Full	N/A
Çeli k Fo rm G Oto ive, A.S. esta mot mp	Burs a	Turk ey		25.8 0% Too ling	and fact urin ts m par anu g	Full	Erns t & Y oun g
Ges p W ash w, L Lc. tam tena	Dela war e	USA		70.0 0% Too ling	and fact urin ts m par anu g	Full	N/A
í, S.A Ges p Sa n Lu is P .P.I. de C.V. tam otos	Mex ico City	Mex ico		70.0 0% Labo	rvic r se es	Full	N/A
í Ser abo rale de C Ges p Sa n Lu is P vici os L s S.A .P.I. .V. tam otos	Mex ico City	Mex ico		ling 70.0 0% Too	and fact urin ts m par anu g	Full	N/A
(Tia ) Co Ges tam p Au to C nts njin ., LT D. omp one	Tian jin	Chin a		ling 100 .00% Too	and fact ts m urin par anu g	Full	N/A
Ges tam p 20 17, S.L.	Mad rid	in Spa	.00% 100	Port	foli ent o m ana gem	Full	N/A
Auto tech Eng inee ring (Sh ai) C o. Lt d. ang	Sha i nga	Chin a		100 .00% Rese	arch & D evel ent opm	Full	N/A
Ges p Ho t Sta mpi ng J n K. K. tam apa	Tok io	Japa n		100 .00% Too ling	and fact urin ts m par anu g	Full	N/A

(A) These companies are consolidated under full consolidation method in Gestión Global de Matricería Subgroup. This Subgroup is accounted for in Gestamp Automoción Group using the equity

method.

Dec emb er 3 1, 2 016
Com pan y	Add ress	Cou ntry	Dire ct sh areh oldi ng	Indi rect shar eho ldin g	Acti vity	Con solid atio etho d n m	Aud itor s
Glo bal Lase r Ar aba , S.L	Álav a	Spa in	30.0 0%		Too ling and fact urin ts m par anu g	Equ ity m etho d	N/A
Edsc ha H oldi ng G mbH	Rem sche id	Ger man y		100 .00%	Port foli ent o m ana gem	Full	Erns t & Y oun g
Edsc ha A otiv e He sbe rg G mbH utom nger	Hen berg gers	Ger man y		100 .00%	fact Too ling and urin ts m par anu g	Full	Erns t & Y oun g
ha A berg bH Edsc otiv e Ha Gm utom uzen	zenb Hau erg	Ger man y		100 .00%	ling fact Too and urin ts m par anu g	Full	Erns t & Y oun g
Edsc ha E mbH ngin eeri ng G	sche id Rem	Ger man y		100 .00%	arch & D evel Rese ent opm	Full	t & Y Erns oun g
Edsc ha H rsbe eal mbH rg R Esta te G enge	berg Hen gers	Ger man y	% 5.10	0% 94.9	l Est Rea ate	Full	N/A
Edsc ha H nbe rg R eal Esta te G mbH auze	Hau zenb erg	Ger man y	5.10 %	94.9 0%	Rea l Est ate	Full	N/A
Edsc ha A otiv e Ka ice S .R.O utom men	Kam enic e	Czec h Re pub lic		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Edsc ha H rade c S.R .O.	dec Hra	h Re pub lic Czec		100 .00%	prod Die ing ucti cutt on	Full	Erns t & Y oun g
Edsc ha V elky der Me S.R. O.	Velk ede y M r	Slov akia		100 .00%	ling and fact Too urin ts m par anu g	Full	Erns t & Y oun g
Ges p 20 08, S.L. tam	Vill alon quéj ar ( os) Burg	Spa in		100 .00%	foli Port ent o m ana gem	Full	Erns t & Y oun g
Edsc ha B s, S. A. urgo	Vill alon quéj ar ( os) Burg	in Spa		.00% 100	ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Edsc ha S nde r, S. anta L.	El A still (Can tabr ia) ero	Spa in	5.01 %	94.9 9%	ling and fact urin Too ts m par anu g	Full	t & Y Erns oun g
Edsc ha B riey S.A .S.	Brie y Ce dex	Fran ce		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
Edsc ha E ngin eeri ng F e S.A .S. ranc	Les Ulis	Fran ce		100 .00%	Rese arch & D evel ent opm	Full	Erns t & Y oun g
Edsc ha d asil Ltd o Br a.	cab Soro a	il Braz		100 .00%	ling and fact Too urin ts m par anu g	Full	Erns t & Y oun g
p Ed sch , Ltd Ges tam a Ja Co. pan	Tok io	Japa n		100 .00%	Sale s of fice	Full	N/A
Jui L i Ed sch dy S ms C td. a Bo yste o., L	hsiu Kao ng	Taiw an		50.0 0%	ling and fact urin Too ts m par anu g	ity m etho d Equ	t & Y Erns oun g
Jui L i Ed sch a Ho ldin g Co ., Ltd	Apia	Sam oa		50.0 0%	foli Port ent o m ana gem	ity m etho d (B ) Equ	N/A
Jui L i Ed sch a Ha inan Ind y En rise Co. , Ltd ustr terp	Hain an	Chin a		50.0 0%	Too ling and fact urin ts m par anu g	d (B ) Equ ity m etho	Erns t & Y oun g
Edsc ha A otiv e Te chn olog y Co ., Ltd utom	Sha ngh ai	Chin a		100 .00%	Rese arch & D evel ent opm	Full	Sha i Ru iton g Cp nga a
Sha ngh ai E dsc ha M ach iner y Co ., Ltd	Sha ngh ai	Chin a		55.0 0%	fact Too ling and urin ts m par anu g	Full	Erns t & Y oun g
Anh dsc ha A o Ltd ui E utom otiv e Pa rts C a.	Anh ui	Chin a		100 .00%	ling and fact Too ts m urin par anu g	Full	t & Y Erns oun g
Edsc ha A ichi utom otiv e M , Inc gan	Lape er	USA		100 .00%	ling and fact Too ts m urin par anu g	Full	N/A
Edsc ha T ogli atti, Llc.	Tog liatt i	Rus sia		100 .00%	Too ling and fact urin ts m par anu g	Full	Nati l Au dit C rati ona orpo on
Edsc ha A otiv e Co ts C o., L tda. utom mpo nen	Kun sha n	Chin a		100 .00%	Too ling and fact urin ts m par anu g	Full	Erns t & Y oun g
lova kia Ges p Fi ce S S.R. O. tam nan	Velk y M ede r	Slov akia	25.0 0%	75.0 0%	foli Port ent o m ana gem	Full	N/A
Edsc ha K fftec hnik bH Gm tsto uns	sche id Rem	Ger man y		100 .00%	ling and fact Too urin ts m par anu g	Full	han d JKG Treu
Edsc ha P ha, Ltd.	l Seu	th K Sou orea		0% 50.0	arch & D evel and fact Rese ent ts m urin opm par anu g	Full	N/A
Edsc ha A apic otiv . Ltd o Au tom e Co	ako ri Ay utth Pran rn S aya	Th aila nd		0% 51.0	fact urin Part s m anu g	Full	t & Y Erns oun g
Edsc ha S cha ecth er M echa nism S.A .P.I. de C .V. rwa	Mex ico City	Mex ico		100 .00%	Dor t man	Full	N/A
Edsc ha S cha ecth er M echa nism Ser vici os L abo rale s S.A .P.I. de C.V. rwa	Mex ico City	Mex ico		100 .00%	Dor t man	Full	N/A
GM F Ho ldin g Gm bH	Rem sche id	Ger man y		100 .00%	Port foli ent o m ana gem	Full	Erns t & Y oun g
uha d GM F W n, Lt	han Wu	Chin a		100 .00%	fact Part urin s m anu g	Full	Erns t & Y oun g
form tech nik Gmb Ges tam p Um H	Ludw igsf elde	Ger man y		100 .00%	ling and fact Too ts m urin par anu g	Full	Erns t & Y oun g
ive C has sis Prod Plc Auto mot ucts	liffe rham New ton Ayc , Du	Unit ed K ingd om		100 .00%	foli Port ent o m ana gem	Full	t & Y Erns oun g
Sofe dit, S.A.S	Le T heil Hui sur sne	Fran ce		65.0 0%	fact urin Part s m anu g	Full	t & Y Erns oun g
Ges p Pr ism a, S .A.S tam	Usin e de Me pré ssem	Fran ce		100 .00%	Part fact urin s m anu g	Full	Erns t & Y oun g
Ges p Ta llen t , Lt d tam	New Ayc liffe , Du rham ton	Unit ed K ingd om		100 .00%	Part fact urin s m anu g	Full	Erns t & Y oun g
rocl Ges tam p W aw S p.z,o .o.	claw Wro	Pola nd		65.0 0%	ling and fact Too ts m urin par anu g	Full	t & Y Erns oun g
(Cho ing) , Ltd Ges tam p Au to c nts Co. omp one ngq	Cho ing ngq	Chin a		100 .00%	fact Part urin s m anu g	Full	t & Y Erns oun g
( B) Th ani lida ted der fu ll c ese co mp es are co nso un	olid atio eth ons n m	od in J ui L i Ed	sch a B ody Sy ste ms	Su bgr ou p.	Th is S ubg is a ed for in Ge unt sta rou p cco	Au oci ón Gro tom mp	usi the uity up ng eq

method.

ber Dec 31 , 20 17 em
Com pan y	Ad dre ss	Cou ntr y	Sha reh old ing	sol eth Con ida tio od n m
erb bH Ges Gri W Gm tam est p we urg	rbu We ste rg	Ger ma ny	Par ent co mp any	Ful l
ode bH * Ges Gri Ha Gm tam p we ynr	de Hay nro	Ger ma ny	100 .00 %	Ful l
	Dec	ber 31 , 20 16 em
Com pan y	Ad dre ss	Cou ntr y	Sha reh old ing	Con sol ida tio eth od n m
erb bH Ges Gri W Gm tam est p we urg	rbu We ste rg	Ger ma ny	Par ent co mp any	Ful l
bH Ges Gri Ho t St ing Gm tam p we am p	de Hay nro	Ger ma ny	100 .00 %	Ful l

The companies which compose the Griwe Subgroup at December 31, 2017 and December 31, 2016 are the following:

Haynrode

Gestamp Griwe Haynrode GmbH

(*) In 2017 took place the merge operation between Gestamp Griwe Hot Stamping GmbH (the acquiring company) and Gestamp Griwe Haynrode GmbH (the acquired company). Gestamp Griwe Hot Stamping GmbH changed its legal denomination to Gestamp Griwe Haynrode GmbH after the merge operation was held

Germany 100.00% Full

ANNEX II Indirect investments at December 31, 2017

December 31, 2017
Company	Company holding the indirect investment	% investment
Gestamp Vigo, S.A.	Gestamp Servicios, S.A.	0.010%
Gestamp Toledo, S.L.	Gestamp Servicios, S.A.	0.010%
Gestamp Brasil Industria de Autopeças, S.A.	Gestamp Servicios, S.A.	70.000%
Gestamp Ingeniería Europa Sur, S.L.	Gestamp Servicios, S.A.	0.040%
Gestamp Esmar, S.A.	Gestamp Servicios, S.A.	99.900%
Gestamp Bizkaia, S.A.	Gestamp Servicios, S.A.	14.690%
Gestamp Kartek Co., LTD	Gestamp Servicios, S.A.	100.000%
Gestamp Services India Private, Ltd.	Gestamp Servicios, S.A.	1.010%
Beyçelik Gestamp Kalip, A.S.	Gestamp Servicios, S.A.	50.000%
Gestamp Holding México, S.L.	Gestamp Servicios, S.A.	69.850%
Gestamp Holding Rusia, S.L.	Gestamp Servicios, S.A.	7.655%
Gestamp Togliatti, LLC.	Gestamp Servicios, S.A.	100.000%
Gestamp Cerveira, Lda.	Gestamp Vigo, S.A.	57.750%
Gestamp Washington Uk, Limited	Gestamp Vigo, S.A.	4.990%
Gestamp Noury, S.A.	Gestamp Vigo, S.A.	100.000%
Gestamp Louny S.R.O.	Gestamp Cerveira, Lda.	52.720%
Gestamp Aveiro, S.A.	Gestamp Cerveira, Lda.	45.660%
Gestamp Pune Automotive, Pvt. Ltd.	Gestamp Cerveira, Lda.	26.370%
Autotech Engineering AIE	Gestamp Bizkaia, S.A.	90.000%
Gestamp Sweden, AB	Gestamp Bizkaia, S.A.	55.010%
Gestamp North Europe Services, S.L.	Gestamp Bizkaia, S.A.	0.030%
Autotech Engineering Deutschland GmbH	Gestamp Bizkaia, S.A.	55.000%
Autotech Engineering R&D Uk limited	Gestamp Bizkaia, S.A.	55.000%
Gestamp Technology Institute, S.L.	Gestamp Bizkaia, S.A.	0.010%
Gestamp Global Tooling, S.L.	Gestamp Bizkaia, S.A.	0.010%
Autotech Engineering R&D USA, Inc.	Gestamp Bizkaia, S.A.	55.000%
Loire S.A. Franco Española	Gestamp Bizkaia, S.A.	1.000%
Autotech Engineering (Shangai), Co. Ltd.	Gestamp Bizkaia, S.A.	55.000%
Gestamp Autotech Japan K.K.	Gestamp Bizkaia, S.A.	55.000%
Gestamp Tooling AIE	Gestamp Bizkaia, S.A.	40.000%
Gestamp Levante, S.L.	Gestamp Linares, S.A.	11.500%
Gestamp Hard Tech AB	Gestamp Sweden, AB	100.000%
Gestamp Holding China, AB	Gestamp HardTech, AB	68.940%
Gestamp Tool Hardening, S.L.	Matricerías Deusto, S.L.	0.100%
Gestamp Tooling AIE	Matricerías Deusto, S.L.	20.000%
SCI Tournan en Brie	Gestamp Noury, S.A.S	99.900%
Gestamp Linares, S.L.	Gestamp Toledo, S.A.	94.980%
Gestamp Holding Argentina, S.L.	Gestamp Toledo, S.A.	43.530%
Gestamp Aveiro, S.A.	Gestamp Palencia, S.A.	54.340%
Gestamp Galvanizados, S.A.	Gestamp Palencia, S.A.	100.000%
Gestamp Tech, S.L.	Gestamp Palencia, S.A.	99.670%
Gestamp Holding Argentina, S.L.	Gestamp Palencia, S.A.	7.040%
Gestamp Autocomponents (Tianjin) Co., Ltd.	Gestamp Palencia, S.A.	100.000%
Gestamp Romchamp, S.A.	Gestamp Palencia, S.A.	100.000%
Gestamp Córdoba, S.A.	Gestamp Argentina, S.A.	10.669%
Mursolar, 21, S.L.	Gestamp Aragón, S.A.	16.924%
Gestamp Holding México, S.L.	Gestamp Galvanizados, S.A.	0.150%
Gestamp Holding Argentina, S.L.	Gestamp Galvanizados, S.A.	8.620%
Gestamp North America, INC	Gestamp Aveiro, S.A.	70.000%
Gestamp Navarra, S.A	Gestamp Metalbages, S.A.	28.630%
Ingeniería Global MB, S.A.	Gestamp Metalbages, S.A.	100.000%
Gestamp Aragon, S.A.	Gestamp Metalbages, S.A.	94.990%
Gestamp Abrera, S.A.	Gestamp Metalbages, S.A.	94.990%
MB Aragon P21, S.L.	Gestamp Metalbages, S.A.	100.000%
Gestamp Polska SP. Z.O.O.	Gestamp Metalbages, S.A.	100.000%
Gestamp Ingeniería Europa Sur, S.L.	Gestamp Metalbages, S.A.	99.960%
Gestamp Manufacturing Autochasis, S.L.	Gestamp Metalbages, S.A.	94.990%
Griwe Subgroup	Gestamp Metalbages, S.A.	100.000%
Edscha Holding Gmbh	Gestamp Metalbages, S.A.	67.000%
Gestamp Palau, S.A.	Gestamp Metalbages, S.A.	60.000%
GMF Holding Gmbh	Gestamp Metalbages, S.A.	100.000%
Gestamp Services India private. Ltd.	Gestamp Levante, S.A.	98.990%
Gestamp Holding Rusia, S.L.	Gestamp Levante, S.A.	7.810%
Mursolar, 21, S.L.	Gestamp Navarra, S.A.	28.535%

Company	Company holding the indirect investment	% investment
Gestamp Holding Rusia, S.L.	Gestamp Solblank Navarra, S.L.	5.642%
Gestamp Severstal Vsevolozhsk Llc	Todlem, S.L.	100.000%
Gestamp Severstal Kaluga, Llc	Todlem, S.L.	100.000%
Mexicana Servicios Laborales, S.A. de CV	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Aguascalientes, S.A. de CV	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Puebla, S.A. de CV	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Mexicana Serv. Lab., S.A. de CV	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Toluca, S.A. de C.V.	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Puebla II, S.A. de C.V.	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp San Luis Potosí, S.A.P.I. de C.V.	Gestamp Cartera de México, S.A. de C.V.	99.990%
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V.	Gestamp Cartera de México, S.A. de C.V.	99.990%
Gestamp Sevicios Laborales de Toluca, S.A. de C.V.	Gestamp Cartera de México, S.A. de C.V.	99.900%
Gestamp Córdoba, S.A.	Gestamp Brasil Industria de Autopeças, S.A.	4.272%
Gestamp Baires, S.A. MB Solblank Navarra, S.L.	Gestamp Brasil Industria de Autopeças, S.A. Gestamp Abrera, S.A.	6.770% 100.000%
Gestamp Solblank Barcelona, S.A.	Gestamp Abrera, S.A.	94.990%
Gestamp Holding Rusia, S.L.	Gestamp Polska, SP. Z.O.O.	24.561%
Edscha Holding Gmbh	Gestamp Polska, SP. Z.O.O.	33.000%
Gestamp Automotive India Private Ltd.	Gestamp Polska, SP. Z.O.O.	50.000%
Gestamp Automotive Chennai Private, Ltd.	Gestamp Solblank Barcelona, S.A.	100.000%
Gestamp Holding Rusia, S.L.	Gestamp Solblank Barcelona, S.A.	6.673%
Gestamp Chattanooga, LLC.	Gestamp North America, INC	100.000%
Gestamp Mason, Llc.	Gestamp North America, INC	100.000%
Gestamp Alabama, Llc	Gestamp North America, INC	100.000%
Gestamp West Virginia, Llc.	Gestamp North America, INC	100.000%
Gestamp South Carolina, LLC.	Gestamp North America, INC	100.000%
Gestamp Washtenaw, LLC.	Gestamp North America, INC	100.000%
Gestamp Chattanooga II, LLC.	Gestamp North America, INC	100.000%
Todlem, S.L.	Gestamp Holding Rusia, S.L.	74.980%
Gestamp Auto Components (Kunshan) Co., Ltd	Gestamp Holding China, AB	100.000%
Industrias Tamer, S.A.	Gestamp Esmar, S.A.	30.000%
Gestamp Pune Automotive, Pvt. Ltd.	Gestamp Automotive Chennai Private Ltd.	73.630%
Mursolar, 21, S.L.	Griwe Subgroup	19.540%
Gestamp Louny S.R.O.	Griwe Subgroup	47.280%
Gestamp Palau, S.A.	Gestamp Manufacturing Autochasis, S.L.	40.000%
Almussafes Mantenimiento Troqueles, S.L.	Gestamp Palau, S.A.	100.000%
Matricerías Deusto, S.L.	Gestamp Global Tooling, S.L.	100.000%
Gestamp Try Out Services, S.L.	Gestamp Global Tooling, S.L.	100.000%
Gestamp Tooling Services, AIE	Gestamp Global Tooling, S.L.	40.000%
Adral Matricería y puesta a punto, S.L.	Gestamp Global Tooling, S.L.	100.000%
Gestamp Tool Hardening, S.L.	Gestamp Global Tooling, S.L.	99.900%
Gestamp Tooling Engineering Deutschland GmbH	Gestamp Global Tooling, S.L.	100.000%
Gestamp Argentina, S.A.	Gestamp Holding Argentina, S.L.	97.000%
Gestamp Córdoba, S.A.	Gestamp Holding Argentina, S.L.	51.615%
Gestamp Baires, S.A.	Gestamp Holding Argentina, S.L.	93.230%
Gestamp Córdoba, S.A.	Gestamp Baires, S.A.	33.443%
Autotech Engineering Deutschland GmbH	Autotech Engineering AIE	45.000%
Autotec Engineering (Shangai), Co. Ltd.	Autotech Engineering AIE	45.000%
Gestamp Autotech Japan K.K.	Autotech Engineering AIE	45.000%
Autotech Engineering R&D Uk limited	Autotech Engineering AIE	45.000%
Autotech Engineering R&D USA limited	Autotech Engineering AIE	0.45
Gestamp Tooling Erandio, S.L.	Gestamp Tool Hardening, S.L.	20.000%
Gestamp Cartera de Mexico, S.A. de CV	Gestamp Holding México, S.L.	100.000%
Gestamp Argentina, S.A.	Gestamp Holding México, S.L.	3.000%
Gestamp Tooling Erandio, S.L.	Loire Sociedad Anónima Franco Española	80.000%
Ingeniería y Construcción Matrices, S.A.	Gestión Global de Matricería, S.L.	100.000%
IxCxT, S.A.	Gestión Global de Matricería, S.L.	100.000%
GGM Puebla, S.A. de C.V.	Gestión Global de Matricería, S.L.	0.001%
GGM Puebla de Servicios Laborales, S.A. de C.V.	Gestión Global de Matricería, S.L.	0.001%
GGM Puebla, S.A. de C.V.	Gestión Global de Matricería, S.L.	99.990%
GGM Puebla de Servicios Laborales, S.A. de C.V.	Gestión Global de Matricería, S.L.	99.990%
Gestamp Auto Components (Shenyang), Co. Ltd.	Mursolar 21, S.L.	100.000%
Gestamp Autocomponents (Dongguan) Co., Ltd.	Mursolar 21, S.L.	100.000%
Gestamp San Luis Potosí, S.A.P.I. de C.V.	Gestamp Puebla, S.A. de CV	0.010%
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V.	Gestamp Puebla, S.A. de CV	0.010%
Celik Form Gestamp Otomotive, A.S.	Beyçelik Gestamp Kalip, A.S.	100.000%
MPO Providers Rezistent, SRL	Beyçelik Gestamp Kalip, A.S.	70.000%
Beyçelik Gestamp Teknoloji Kalip, A.S.	Beyçelik Gestamp Kalip, A.S.	100.000%
Beyçelik Gestamp Sasi, L.S.	Beyçelik Gestamp Kalip, A.S.	100.000%

Company	Company holding the indirect investment	% investment
Edscha Automotive Hengersberg GmbH	Edscha Holding GmbH	100.000%
Edscha Automotive Hauzenberg GmbH	Edscha Holding GmbH	100.000%
Edscha Engineering GmbH	Edscha Holding GmbH	100.000%
Edscha Automotive Technology, Co. Ltd.	Edscha Holding GmbH	100.000%
Gestamp 2008, S.L.	Edscha Holding GmbH	100.000%
Anhui Edscha Automotive parts, Co. Ltd.	Edscha Holding GmbH	100.000%
Edscha Hradec, S.R.O.	Edscha Holding GmbH	100.000%
Gestamp edscha Japan, Co. Ltd.	Edscha Holding GmbH	100.000%
Edscha Burgos, S.A.	Edscha Holding GmbH	0.010%
Edscha Velky Meder, S.R.O.	Edscha Holding GmbH	100.000%
Edscha Automotiv Kamenice, S.R.O.	Edscha Holding GmbH	100.000%
Edscha Engineering France SAS	Edscha Holding GmbH	100.000%
Edscha Hengersberg Real Estate GmbH	Edscha Holding GmbH	94.900%
Edscha Hauzenberg Real Estate GmbH	Edscha Holding GmbH	94.900%
Shanghai Edscha Machinery, Co. Ltd.	Edscha Holding GmbH	55.000%
Edscha Automotive Michigan, Inc.	Edscha Holding GmbH	100.000%
Edscha Togliatti, Llc.	Edscha Holding GmbH	100.000%
Edscha Automotive Components, Co. Ltd.	Edscha Holding GmbH	100.000%
Gestamp Finance Slovakia, S.R.O.	Edscha Holding GmbH	75.000%
Edscha Kunststofftechnik GmbH	Edscha Holding GmbH	100.000%
Edscha Pha, Ltd.	Edscha Holding GmbH	50.000%
Edscha Automotive SLP, S.A.P.I. de C.V.	Edscha Holding GmbH	99.990%
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.	Edscha Holding GmbH	99.990%
Edscha Automotive Components (Chongqing) Co. Ltd.	Edscha Holding GmbH	100.000%
Jui li Edscha Body Systems Co. Ltd.	Edscha Holding GmbH	60.000%
Edscha Automotive Italy	Edscha Holding GmbH	100.000%
Edscha Automotive Aapico, Co. Ltd.	Edscha Holding GmbH	50.990%
Jui li Edscha Holding, Co. Ltd.	Jui li Edscha Body Systems Co. Ltd.	100.000%
Jui li Edscha Hainan Industry Enterprise, Co. Ltd.	Jui li Edscha Holding, Co. Ltd.	100.000%
Edscha do Brasil, Ltd.	Edscha Engineering GmbH	83.260%
Edscha Automotive SLP, S.A.P.I. de C.V.	Edscha Engineering GmbH	0.010%
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.	Edscha Engineering GmbH	0.010%
Edscha Automotive Aapico, Co. Ltd.	Edscha Engineering GmbH	0.010%
Edscha Santander, S.L.	Gestamp 2008, S.L.	94.990%
Edscha Burgos, S.A.	Gestamp 2008, S.L.	99.990%
Edscha Briey, S.A.S.	Edscha Santander, S.L.	100.000%
Edscha do Brasil, Ltd.	Edscha Santander, S.L.	16.740%
GMF Wuhan, Ltd.	GMF Holding GmbH	100.000%
Gestamp Umformtechnik GmbH	GMF Holding GmbH	100.000%
Automotive Chassis Products, Plc.	GMF Holding GmbH	100.000%
Sofedit SAS	GMF Holding GmbH	65.000%
Gestamp Auto Components (Chongqing), Co. Ltd.	GMF Holding GmbH	100.000%
Gestamp (China) Holding, Co. Ltd	GMF Holding GmbH	100.000%
Gestamp Prisma SAS	GMF Holding GmbH	100.000%
Gestamp Tallent, Ltd.	Automotive Chassis Products Plc.	100.000%
Gestamp Wroclaw, Sp. Z.o.o.	Sofedit, S.A.S	100.000%
Gestamp Washington Uk, Limited	Gestamp Tallent , Ltd	95.010%
Gestamp Hot Stamping Japan K.K.	Gestamp Tallent , Ltd	100.000%
Gestamp Sweden, AB	Gestamp Tallent , Ltd	44.990%

Indirect investments at December 31, 2016

December 31, 2016
Company	Company holding the indirect investment	% investment
Gestamp Vigo, S.A.	Gestamp Servicios, S.A.	0.010%
Gestamp Toledo, S.L.	Gestamp Servicios, S.A.	0.010%
Gestamp Brasil Industria de Autopeças, S.A.	Gestamp Servicios, S.A.	70.000%
Gestamp Ingeniería Europa Sur, S.L.	Gestamp Servicios, S.A.	0.040%
Gestamp Esmar, S.A.	Gestamp Servicios, S.A.	99.900%
Gestamp Bizkaia, S.A.	Gestamp Servicios, S.A.	14.690%
Gestamp Kartek Co., LTD	Gestamp Servicios, S.A.	100.000%
Gestamp Services India Private, Ltd.	Gestamp Servicios, S.A.	1.010%
Beyçelik Gestamp Kalip, A.S.	Gestamp Servicios, S.A.	50.000%
Gestamp Holding México, S.L.	Gestamp Servicios, S.A.	69.850%
Gestamp Holding Rusia, S.L.	Gestamp Servicios, S.A.	7.655%
Gestamp Togliatti, LLC.	Gestamp Servicios, S.A.	100.000%
Gestamp Cerveira, Lda.	Gestamp Vigo, S.A.	57.750%
Gestamp Washington Uk, Limited	Gestamp Vigo, S.A.	4.990%
Gestamp Noury, S.A.	Gestamp Vigo, S.A.	100.000%
Gestamp Louny S.R.O.	Gestamp Cerveira, Lda.	52.720%
Gestamp Aveiro, S.A.	Gestamp Cerveira, Lda.	45.660%
Gestamp Pune Automotive, Pvt. Ltd.	Gestamp Cerveira, Lda.	26.370%
Autotech Engineering AIE	Gestamp Bizkaia, S.A.	90.000%
Gestamp Sweden, AB	Gestamp Bizkaia, S.A.	55.010%
Gestamp North Europe Services, S.L.	Gestamp Bizkaia, S.A.	0.030%
Autotech Engineering Deutschland GmbH	Gestamp Bizkaia, S.A.	55.000%
Autotech Engineering R&D Uk limited	Gestamp Bizkaia, S.A.	55.000%
Gestamp Technology Institute, S.L.	Gestamp Bizkaia, S.A.	0.010%
Gestamp Global Tooling, S.L.	Gestamp Bizkaia, S.A.	0.010%
Autotech Engineering R&D USA, Inc.	Gestamp Bizkaia, S.A.	55.000%
Loire S.A. Franco Española	Gestamp Bizkaia, S.A.	1.000%
Autotech Engineering (Shangai), Co. Ltd. Gestamp Tooling AIE	Gestamp Bizkaia, S.A. Gestamp Bizkaia, S.A.	55.000% 40.000%
Gestamp Levante, S.L.	Gestamp Linares, S.A.	11.500%
Gestamp Hard Tech AB	Gestamp Sweden, AB	100.000%
Gestamp Holding China, AB	Gestamp HardTech, AB	68.940%
Gestamp Tool Hardening, S.L.	Matricerías Deusto, S.L.	0.100%
Gestamp Tooling AIE	Matricerías Deusto, S.L.	20.000%
SCI Tournan en Brie	Gestamp Noury, S.A.S	99.900%
Gestamp Linares, S.L.	Gestamp Toledo, S.A.	94.980%
Gestamp Holding Argentina, S.L.	Gestamp Toledo, S.A.	43.530%
Gestamp Aveiro, S.A.	Gestamp Palencia, S.A.	54.340%
Gestamp Galvanizados, S.A.	Gestamp Palencia, S.A.	94.990%
Gestamp Tech, S.L.	Gestamp Palencia, S.A.	99.670%
Gestamp Holding Argentina, S.L.	Gestamp Palencia, S.A.	7.040%
Gestamp Autocomponents (Tianjin) Co., Ltd.	Gestamp Palencia, S.A.	100.000%
Gestamp Romchamp, S.A.	Gestamp Palencia, S.A.	100.000%
Gestamp Córdoba, S.A.	Gestamp Argentina, S.A.	16.030%
Mursolar, 21, S.L.	Gestamp Aragón, S.A.	16.924%
Gestamp Holding México, S.L.	Gestamp Galvanizados, S.A.	0.150%
Gestamp Holding Argentina, S.L.	Gestamp Galvanizados, S.A.	8.620%
Gestamp North America, INC	Gestamp Aveiro, S.A.	70.000%
Gestamp Navarra, S.A	Gestamp Metalbages, S.A.	28.630%
Ingeniería Global MB, S.A.	Gestamp Metalbages, S.A.	100.000%
Gestamp Aragon, S.A.	Gestamp Metalbages, S.A.	94.990%
Gestamp Abrera, S.A.	Gestamp Metalbages, S.A.	94.990%
MB Aragon P21, S.L.	Gestamp Metalbages, S.A.	100.000%
Gestamp Polska SP. Z.O.O.	Gestamp Metalbages, S.A.	100.000%
Gestamp Ingeniería Europa Sur, S.L.	Gestamp Metalbages, S.A.	99.960%
Gestamp Manufacturing Autochasis, S.L.	Gestamp Metalbages, S.A.	50.000%
Griwe Subgroup	Gestamp Metalbages, S.A.	100.000%
Edscha Holding Gmbh	Gestamp Metalbages, S.A.	67.000%
Metalbages P-51	Gestamp Metalbages, S.A.	100.000%
GMF Holding Gmbh	Gestamp Metalbages, S.A.	100.000%
Gestamp Services India private. Ltd.	Gestamp Levante, S.A.	98.990%
Gestamp Holding Rusia, S.L.	Gestamp Levante, S.A.	7.810%
Mursolar, 21, S.L.	Gestamp Navarra, S.A.	28.535%

Company	Company holding the indirect investment	% investment
Gestamp Holding Rusia, S.L.	Gestamp Solblank Navarra, S.L.	5.642%
Gestamp Severstal Vsevolozhsk Llc	Todlem, S.L.	100.000%
Gestamp Severstal Kaluga, Llc	Todlem, S.L.	100.000%
Mexicana Servicios Laborales, S.A. de CV	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Aguascalientes, S.A. de CV	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Puebla, S.A. de CV	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Mexicana Serv. Lab., S.A. de CV	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Toluca, S.A. de C.V.	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp Puebla II, S.A. de C.V.	Gestamp Cartera de México, S.A. de C.V.	100.000%
Gestamp San Luis Potosí, S.A.P.I. de C.V.	Gestamp Cartera de México, S.A. de C.V.	99.990%
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V.	Gestamp Cartera de México, S.A. de C.V.	99.990%
Gestamp Sevicios Laborales de Toluca, S.A. de C.V.	Gestamp Cartera de México, S.A. de C.V.	99.900%
Gestamp Córdoba, S.A.	Gestamp Brasil Industria de Autopeças, S.A.	6.420%
Gestamp Baires, S.A.	Gestamp Brasil Industria de Autopeças, S.A.	6.770%
MB Solblank Navarra, S.L.	Gestamp Abrera, S.A.	100.000%
Gestamp Solblank Barcelona, S.A.	Gestamp Abrera, S.A.	94.990%
Gestamp Holding Rusia, S.L.	Gestamp Polska, SP. Z.O.O.	24.561%
Edscha Holding Gmbh	Gestamp Polska, SP. Z.O.O.	33.000%
Gestamp Automotive India Private Ltd.	Gestamp Polska, SP. Z.O.O.	50.000%
Gestamp Automotive Chennai Private, Ltd.	Gestamp Solblank Barcelona, S.A.	100.000%
Gestamp Holding Rusia, S.L.	Gestamp Solblank Barcelona, S.A.	6.673%
Gestamp Chattanooga, LLC.	Gestamp North America, INC	100.000%
Gestamp Mason, Llc.	Gestamp North America, INC	100.000%
Gestamp Alabama, Llc	Gestamp North America, INC	100.000%
Gestamp West Virginia, Llc.	Gestamp North America, INC	100.000%
Gestamp South Carolina, LLC.	Gestamp North America, INC	100.000%
Gestamp Washtenaw, LLC.	Gestamp North America, INC	100.000%
Gestamp Chattanooga II, LLC.	Gestamp North America, INC	100.000%
Todlem, S.L.	Gestamp Holding Rusia, S.L.	74.980%
Gestamp Auto Components (Kunshan) Co., Ltd	Gestamp Holding China, AB	100.000%
Industrias Tamer, S.A.	Gestamp Esmar, S.A.	30.000%
Gestamp Pune Automotive, Pvt. Ltd. Mursolar, 21, S.L.	Gestamp Automotive Chennai Private Ltd. Griwe Subgroup	73.630% 19.540%
Gestamp Louny S.R.O.	Griwe Subgroup	47.280%
Gestamp Manufacturing Autochasis, S.L.	Metalbages P-51, S.L.	44.990%
Matricerías Deusto, S.L.	Gestamp Global Tooling, S.L.	100.000%
Gestamp Try Out Services, S.L.	Gestamp Global Tooling, S.L.	100.000%
Gestamp Tooling Services, AIE	Gestamp Global Tooling, S.L.	40.000%
Adral Matricería y puesta a punto, S.L.	Gestamp Global Tooling, S.L.	100.000%
Gestamp Tool Hardening, S.L.	Gestamp Global Tooling, S.L.	99.900%
Gestamp Tooling Engineering Deutschland GmbH	Gestamp Global Tooling, S.L.	100.000%
ESSA PALAU,S.A.	Gestamp Manufacturing Autochasis, S.L.	40.000%
Gestamp Argentina, S.A.	Gestamp Holding Argentina, S.L.	97.000%
Gestamp Córdoba, S.A.	Gestamp Holding Argentina, S.L.	77.550%
Gestamp Baires, S.A.	Gestamp Holding Argentina, S.L.	93.230%
Autotech Engineering Deutschland GmbH	Autotech Engineering AIE	45.000%
Autotec Engineering (Shangai), Co. Ltd.	Autotech Engineering AIE	45.000%
Autotech Engineering R&D Uk limited	Autotech Engineering AIE	45.000%
Autotech Engineering R&D USA limited	Autotech Engineering AIE	45.000%
Diede Die Development, S.L.	Gestamp Tool Hardening, S.L.	38.000%
Bero Tools, S.L.	Gestamp Tool Hardening, S.L.	20.000%
Gestamp Cartera de Mexico, S.A. de CV	Gestamp Holding México, S.L.	100.000%
Gestamp Argentina, S.A.	Gestamp Holding México, S.L.	3.000%
Bero Tools, S.L.	Loire Sociedad Anónima Franco Española	80.000%
Diede Die Development, S.L.	Bero Tools, S.L.	62.000%
Ingeniería y Construcción Matrices, S.A.	Gestión Global de Matricería, S.L.	100.000%
IxCxT, S.A.	Gestión Global de Matricería, S.L.	100.000%
GGM Puebla, S.A. de C.V.	Gestión Global de Matricería, S.L.	0.001%
GGM Puebla de Servicios Laborales, S.A. de C.V.	Gestión Global de Matricería, S.L.	0.001%
GGM Puebla, S.A. de C.V.	Gestión Global de Matricería, S.L.	99.990%
GGM Puebla de Servicios Laborales, S.A. de C.V.	Gestión Global de Matricería, S.L.	99.990%
Gestamp Auto Components (Shenyang), Co. Ltd.	Mursolar 21, S.L.	100.000%
Gestamp Autocomponents (Dongguan) Co., Ltd.	Mursolar 21, S.L.	100.000%
Gestamp San Luis Potosí, S.A.P.I. de C.V.	Gestamp Puebla, S.A. de CV	0.010%
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V.	Gestamp Puebla, S.A. de CV	0.010%
Celik Form Gestamp Otomotive, A.S.	Beyçelik Gestamp Kalip, A.S.	51.600%
Beyçelik Gestamp Sasi, L.S.	Beyçelik Gestamp Kalip, A.S.	100.000%

Company	Company holding the indirect investment	% investment
Edscha Automotive Hengersberg GmbH	Edscha Holding GmbH	100.000%
Edscha Automotive Hauzenberg GmbH	Edscha Holding GmbH	100.000%
Edscha Engineering GmbH	Edscha Holding GmbH	100.000%
Edscha Automotive Technology, Co. Ltd.	Edscha Holding GmbH	100.000%
Gestamp 2008, S.L.	Edscha Holding GmbH	100.000%
Anhui Edscha Automotive parts, Co. Ltd.	Edscha Holding GmbH	100.000%
Edscha Hradec, S.R.O.	Edscha Holding GmbH	100.000%
Gestamp edscha Japan, Co. Ltd.	Edscha Holding GmbH	100.000%
Edscha Burgos, S.A.	Edscha Holding GmbH	0.010%
Edscha Velky Meder, S.R.O.	Edscha Holding GmbH	100.000%
Edscha Automotiv Kamenice, S.R.O.	Edscha Holding GmbH	100.000%
Edscha Engineering France SAS	Edscha Holding GmbH	100.000%
Edscha Hengersberg Real Estate GmbH	Edscha Holding GmbH	94.900%
Edscha Hauzenberg Real Estate GmbH	Edscha Holding GmbH	94.900%
Shanghai Edscha Machinery, Co. Ltd.	Edscha Holding GmbH	55.000%
Edscha Automotive Michigan, Inc.	Edscha Holding GmbH	100.000%
Edscha Togliatti, Llc.	Edscha Holding GmbH	100.000%
Edscha Automotive Components, Co. Ltd.	Edscha Holding GmbH	100.000%
Gestamp Finance Slovakia, S.R.O.	Edscha Holding GmbH	75.000%
Edscha Kunststofftechnik GmbH	Edscha Holding GmbH	100.000%
Edscha Pha, Ltd.	Edscha Holding GmbH	50.000%
Edscha Scharwaechter Mechanism S.A.P.I. de CV.	Edscha Holding GmbH	99.990%
Edscha Scharwaechter Mechanism Servicios Laborales S.A.P.I. de CV.	Edscha Holding GmbH	99.990%
Jui li Edscha Body Systems Co. Ltd.	Edscha Holding GmbH	50.000%
Edscha Automotive Aapico, Co. Ltd.	Edscha Holding GmbH	50.990%
Edscha do Brasil, Ltd.	Edscha Engineering GmbH	83.260%
Edscha Scharwaechter Mechanism S.A.P.I. de CV.	Edscha Engineering GmbH	0.010%
Edscha Scharwaechter Mechanism Servicios Laborales S.A.P.I. de CV.	Edscha Engineering GmbH	0.010%
Edscha Automotive Aapico, Co. Ltd.	Edscha Engineering GmbH	0.010%
Edscha Santander, S.L.	Gestamp 2008, S.L.	94.990%
Edscha Burgos, S.A.	Gestamp 2008, S.L.	99.990%
Edscha Briey, S.A.S.	Edscha Santander, S.L.	100.000%
Edscha do Brasil, Ltd.	Edscha Santander, S.L.	16.740%
GMF Wuhan, Ltd.	GMF Holding GmbH	100.000%
Gestamp Umformtechnik, GmbH	GMF Holding GmbH	100.000%
Automotive Chassis Products, Plc.	GMF Holding GmbH	100.000%
Sofedit SAS	GMF Holding GmbH	65.000%
Gestamp Auto Components (Chnongqing), Co. Ltd	GMF Holding GmbH	100.000%
Gestamp Prisma SAS	GMF Holding GmbH	100.000%
Gestamp Tallent, Ltd.	Automotive Chassis Products Plc.	100.000%
Gestamp Wroclaw, SP. Z.o.o.	Sofedit, S.A.S	100.000%
Gestamp Washington Uk, Limited	Gestamp Tallent , Ltd	95.010%
Gestamp Hot Stamping Japan, K.K.	Gestamp Tallent , Ltd	100.000%
Gestamp Sweden, AB	Gestamp Tallent , Ltd	44.990%

ANNEX III

Guarantors for 2012 (fully paid in 2017) Bank of America Loan and 2013 Syndicated Loan (modified in 2016 and 2017)

Gestamp Navarra, S.A. Gestamp Noury, SAS 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, & Co. Gestamp Washington UK Limited Edscha Hengersberg Real Estate GmbH, & Co. 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 Gestamp Galvanizados, S.A. Gestamp Abrera, S.A. Gestamp Automoción,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. Gestamp Toledo, S.A. Edscha Santander, S.L.

Additionally, the Group companies 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. have shares pledge.

Guarantors for May, 2013 and May, 2016 Bonds

Gestamp Navarra, S.A. Gestamp Noury, SAS 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, & Co. Gestamp Washington UK Limited Edscha Hengersberg Real Estate GmbH, & Co. 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 Gestamp Galvanizados, S.A. Gestamp Aragón, S.A. Gestamp Automoción, S.A. Gestamp Abrera, 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. Gestamp Toledo, S.A. Edscha Santander, S.L.

Guarantors for European Investment Bank Loan

Gestamp Navarra, S.A. Gestamp Noury, SAS 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, & Co. Gestamp Washington UK Limited Edscha Hengersberg Real Estate GmbH, & Co. 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 Gestamp Galvanizados, S.A. Gestamp Abrera, S.A. Gestamp Automoción,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 Gestamp Funding Luxemburgo, S.A. Sofedit, S.A.S.

Guarantors for Kfw IPEX Bank GmbH Loan

Gestamp Navarra, S.A. Gestamp Noury, SAS 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, & Co. Gestamp Washington UK Limited Edscha Hengersberg Real Estate GmbH, & Co. Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH. Gestamp Vigo, S.A. Edscha Holding, GmbH. Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Subgrupo Griwe Edscha Velky Meder, S.r.o. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Loire S.A. Franco Española Gestamp Galvanizados, S.A. Gestamp Abrera, S.A. Gestamp Automoción,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 Gestamp Funding Luxemburgo, S.A. Sofedit, S.A.S. Gestamp Toledo, S.A. Edscha Burgos, S.A. Edscha Santander, S.A. Gestamp Levante, S.A.

Management Report for the twelve months period ended December 31st, 2017

Gestamp Automoción, S.A.

February 26th, 2018

1.		GESTAMP AUTOMOCIÓN GROUP SITUATION 142
	1.1	Business Model 142
	1.2	Organizational structure 143
2.		COMPANY PERFORMANCE AND RESULTS 144
	2.1	Macroeconomic and sector evolution during 2017 144
	2.2	Financial Results Overview 145
	2.3	Non-Financial Results Overview 148
	2.3.1	Ethic and Human Rights 149
	2.3.2	Employees 150
	2.3.3	Environmental Issues 152
	2.3.4	Society 154
	2.3.5	Corporate Governance 155
3.		DEBT AND LIQUIDITY 156
4.		MAIN RISKS AND UNCERTAINTIES 157
5.		SUBSEQUENT EVENTS 159
6.		FORESEABLE EVOLUTION OF THE COMPANY 159
7.		R&D ACTIVITIES 159
8.		OPERATIONS WITH OWN SHARES 161
9.		OTHER RELEVANT INFORMATION 161
	9.1	Stock Exchange Evolution 161
	9.2	Dividend policy 162
	9.3	Credit Rating 162
	9.4	Average period for payment to suppliers 163

1. GESTAMP AUTOMOCIÓN GROUP SITUATION

1.1 Business Model

Gestamp Automoción S.A. (hereafter "Gestamp" and together with its consolidated subsidiaries "the Group") is one of the world's largest suppliers of automotive metal components and assemblies. We are an international group focused on the design, development and manufacture of components for the automotive industry with a client oriented business model. The Group focuses on innovation in the design of its products with the fundamental goals of promoting weight reduction, thereby reducing harmful CO2 emissions and overall environmental impact, and enhancing vehicle safety, thereby increasing the protection of passengers, drivers and pedestrians.

Since we were founded in 1997, we have had an ongoing commitment to incorporate new technologies into our manufacturing processes and continuous developing traditional technologies. As of December 31st 2017, more than 20 years since its foundation, Gestamp is present in 21 countries over four regions (Europe, North America, South America and Asia), has 102 manufacturing plants, 13 R&D centers and a workforce of over 41,000 employees worldwide. As of February 2018, Gestamp has 105 production facilities with 7 plants under construction, out of which the acquisition of two production facilities and one plant under construction are subject to the approval of the relevant competition authorities.

The diagram below shows Gestamp's global footprint and its main customers as of December 31, 2017.

Gestamp produces a diverse range of products, many of which are critical to the structural integrity of a vehicle. The product portfolio covers body-in-white and chassis, mechanisms, as well as tooling and other products.

Gestamp has become one of the largest strategic suppliers of automotive components and assemblies thanks to the Group's technological leadership, an extensive geographical and customer footprint and a proven track record in executing complex projects. Therefore, Gestamp is a worldwide reference for almost all major OEMs, including BMW, Daimler, Fiat Chrysler, Ford, Geely-Volvo, General Motors, Honda, PSA, Renault Nissan, Tata JLR, Toyota and Volkswagen, which represented its top 12 customers for the year ended December 31, 2017.

Our customer oriented approach to expansion has been key to maximizing the growth potential of our technological leadership and global footprint. Lastly, operational excellence is deeply rooted in our culture, driven by reliability and efficiency.

1.2 Organizational structure

The Board of Directors is the highest governing body of Gestamp Automoción Group and it is a decision-making center for the management of the Company. The composition of the Board of Directors brings together, as a whole, the necessary knowledge, skills and experience to guarantee an adequate governance of the Company, in accordance with its activities, including its main risks, and ensuring effective capacity for independent and autonomous decision-making for the benefit of the Society.

Additionally, the Management Committee is composed by the president and CEO, and the CFO, both of which are executive board members of the Group, as well as by the managers of the geographical Divisions, the managers of the Business Units, the Human Resources corporate director and the Legal corporate director. The organizational structure as of December 31st, 2017 is as follows:

(1) Strategic Planning, Investor Relations, Communication and Institutional Affairs, Sales Controlling and Marketing

On December 20th, 2017, the Group announced that the Board of Directors had approved the appointment of the Vice-President and CFO (Mr. Francisco López Peña) as the new CEO of the Company to become effective in 2018. As CEO he will assume the oversight of industrial operations within the Group, finance direction and other corporate duties.

Francisco J. Riberas will keep his functions as Executive Chairman. From this position he will focus on Strategy and Corporate Development, including key commercial relationships with Gestamp's customers. He will also enhance Corporate Governance and institutional representation of the Group.

2. COMPANY PERFORMANCE AND RESULTS

2.1 Macroeconomic and sector evolution during 2017

Global economic growth during 2017 has been stronger than expected, with the second half of the year confirming the recovery path seen during the first half. Signs of recovery in the US have been confirmed during the second half of the year, adding to the solid performance of the Eurozone and Japan. Political developments in Europe and the ongoing negotiations on Brexit, have had a limited impact on growth during the year.

In this context, the evolution of the automotive sector has been positive. Global light vehicle production, according to IHS data as of January 2018, grew by 2.1% during 2017 compared to 2016. The growth in Gestamp's footprint stood at 1.7%, with a strong market production in Mercosur (+20.8%) and Eastern Europe (+6.9%).

Gestamp Revenue Growth at Constant FX vs. Market Production Growth in Gestamp's Footprint

Note: Gestamp's growth at constant FX used for comparability with production volumes as this is a more accurate reflection of our underlying business activity. Market production volume growth is based on countries in Gestamp's production footprint (IHS data for FY 2017 as of January 2018)

Global OEM's have continued to focus on "CASE" (Connectivity, Autonomous driving, Shared mobility and Electrification), which supports the outsourcing of the components of a vehicle to global strategic suppliers, such as Gestamp. OEM's are facing increasing capital needs to match new market requirements in relation to CASE, which generates more opportunities for key strategic suppliers. Whether a vehicle has an internal combustion engine or is electrically powered, Gestamp is well positioned to benefit from the current trends, as lightweight and safety will continue to be key for OEM's. During 2017, several OEM's have announced their strategy with regards to electric vehicles, including: (i) BMW's launch of 25 models by 2025 with an electrified drive system of which 12 are expected to be pure-electric, (ii) VW's strategy for electrification called 'Roadmap E', with 80 new electric vehicles by 2025. These model launches announced by OEM's are expected to lead to an increase in the levels of outsourcing to global suppliers, such as Gestamp.

In general, macroeconomic and auto sector conditions have been positive, driving growth globally. Mature and developing markets have each been influenced by their respective trends and dynamics. The aforementioned macro and auto trends provide a solid foundation and continue to reinforce Gestamp's vision, strategy and objectives.

In summary, Gestamp's results in 2017 were solid despite the operational project launch issues announced in September in North America, as well as the impact of foreign exchange rates, with the strengthening of the Euro during the year.

2.2 Financial Results Overview

Revenues grew by 8.6% in 2017 reaching €8,201.6 million (11.0% at constant FX), outperforming the market by more than five times (compared to market production volume growth in Gestamp production footprint as per IHS of 1.7%). In terms of profitability, EBITDA in 2017 reached 889.9 million euros with an implied growth rate of 5.8% when compared to 2016 (8.8% at constant FX). The profitability has been impacted by one-off costs in North America and higher tooling revenues. Net Income for the period grew by 8.3%, reaching €239.7 million.

In 2017 growth has been driven by the aforementioned sound macro and auto sector dynamics, as well as good volumes of existing programs and the ramp-up of new projects, especially in Europe and Mercosur.

In line with recent years, in 2017 the Group has continued to make significant investments to support high-quality projects which provide high revenue visibility and are expected to drive strong profitable growth. As of December 31st, 2017 Gestamp's order book (excluding intercompany, scrap and tooling sales) covers more than 90% of the targeted revenues for the period up to 2020.

The €796 million of capital expenditures invested in 2017 have been used to finance, among others, the seven new plants under construction across the world supporting Gestamp's clients' projects. Capital expenditures include mainly growth, recurrent and intangible capital expenditures. Growth capital expenditures include mainly capital expenditures in greenfield projects, major expansions of existing facilities and new processes/technologies in existing plants. Recurrent capital expenditures include investments to replace existing programs and expenditures on the maintenance of our production assets. Lastly, intangible capital expenditures includes capitalization of a part of the Group's R&D expenses, among other concepts.

Million Euros (€m)	2017	2016
Growth capital expenditures	434.4	389.6
Recurrent capital expenditures	265.9	251.5
Intangible capital expenditures	95.7	83.6
Capital expenditures	796.0	724.9

Gestamp's net financial debt amounted to €1,897.9 million for the year ended December 31st , 2017, resulting in a 2.1x leverage ratio (Net debt / EBITDA).

In summary, main figures in 2017 compared to 2016 are as follows:

Million Euros (€m)	2017	2016	% Change
Revenues	8,201.6	7,548.9	8.6%
EBITDA	889.9	841.1	5.8%
EBIT	484.7	462.6	4.8%
Profit Before Tax	370.2	348.1	6.3%
Profit attributable to shareholders	239.7	221.3	8.3%
Equity	1,970.6	1,872.0
Net financial debt	1,897.9	1,632.6
Capital expenditures	796.0	724.7

Revenue by geographical segment

Revenues in Million Euros (€m)	2017	2016	% Change
Western Europe	4,011.2	3,704.1	8.3%
Eastern Europe	1,043.4	859.5	21.4%
Mercosur	562.3	401.3	40.1%
North America	1,482.8	1,546.1	-4.1%
Asia	1,101.8	1,037.9	6.2%
Total	8,201.6	7,548.9	8.6%

Western Europe: Revenues in 2017 grew by €307.1 million, or 8.3% (9.9% at constant FX), to €4,011.2 million from €3,704.1 million in 2016. The increase in revenues was mainly attributable to a solid growth across most countries and very strong tooling revenues, offset in part by a decline in the United Kingdom due to the depreciation of the British Pound.

Eastern Europe: During 2017, revenues grew by €183.9 million, or 21.4% (27.9% at constant FX), to €1,043.4 million from €859.5 million in the previous year. The increase in revenues was mainly due to continued growth in activity in almost all countries, especially in Poland as a result of the ramp up of the new VW Crafter, in Turkey with FCA and Ford, and in Hungary with Audi. A new subsidiary in Romania was acquired in January 2017, which has also contributed to the increase in revenues.

Mercosur: Revenues in 2017 grew by €161.0 million, or 40.1% (40.8% at constant FX), to €562.3 million from €401.4 million in 2016. Growth, which was above-market in both Argentina and Brazil, fueled by new program wins entering ramp-up phase, especially strong increase of market production volumes in both countries and higher tooling revenues.

North America: During 2017, revenues decreased by €63.3 million, or -4.1% (-1.9% at constant FX), to €1,482.8 million from €1,546.1 million during 2016. The evolution of revenues, in line with expectations, was largely affected by the change-over in large programs in the USA and Mexico resulting in lower volumes, the negative impact of the depreciation of the US Dollar and lower tooling revenues both in the fourth quarter.

Asia: Revenues in 2017 increased by €64.0 million, 6.2% (8.4% at constant FX) to €1,101.8 million from €1,037.9 million in 2016. The evolution of revenues was fueled by good performance in India in our Pune plants and a moderate growth in China negatively impacted by the depreciation of Chinese Yuan and lower volumes in Wuhan.

Revenues in Million Euros (€m)	2017	2016	% Change
Body-in-White and Chassis	6,439.3	6,067.4	6.1%
Mechanisms	1,015.9	902.4	12.6%
Tooling and Other	746.4	579.1	28.9%
Total	8,201.6	7,548.9	8.6%

Revenue by product

Body-in-White and Chassis: During 2017 revenues increased by €371.9 million, or 6.1%, to €6,439.3 million from €6,067.4 million in 2016. This increase was attributable primarily to an increase of sales in Eastern Europe, Western Europe and Mercosur.

Mechanisms: In 2017, revenues increased by €113.5 million, or 12.6%, to €1,015.9 million from €902.4 million in 2016. This increase was attributable primarily to an increase in sales in China, Germany, Brazil, Spain, Czech Republic, Russia and North America.

Tooling and Other: During the year of 2017 revenues increased by €167.2 million, or 28.9%, to €746.4 million from €579.1 million in 2016. This increase was attributable primarily to an increase in sales in Western Europe.

EBITDA by geographical segment

EBITDA in Million Euros (€m)	2017	2016	% Change
Western Europe	423.9	378.0	12.1%
Eastern Europe	122.8	95.6	28.5%
Mercosur	59.5	23.2	156.6%
North America	123.2	167.2	-26.3%
Asia	160.4	177.1	-9.4%
Total	889.9	841.1	5.8%

Western Europe: EBITDA in 2017 grew by 45.9 million, or 12.1% (13.8% at constant FX), to €423.9 million from €378.0 million in 2016, on the back of efficiency gains in the main markets, but partially offset by higher tooling sales and the depreciation of the British Pound.

Eastern Europe: EBITDA during the year of 2017 grew by €27.2 million, or 28.5% (39.7% at constant FX) to €122.8 million from €95.6 million in 2016, primarily due to the previously described revenue trends and efficiency gains in Turkey, Poland and Russia, despite launching expenses in Slovakia and the Czech Republic.

Mercosur: EBITDA in 2017 grew by €36.3 million, or 156.6% (159.3% at constant FX), to €59.5 million from €23.2 million in 2016. The increase in EBITDA was mainly due to the continued recovery of volumes, the positive impact from ramp-up of programs and performance improvement after the restructuring carried out in recent years.

North America: EBITDA during 2017 fell by €44.0 million, or -26.3% (-23.6% at constant FX), to €123.2 million from €167.2 million during the year of 2016. The EBITDA evolution reflects the impact of the one-off non-recurring costs announced in September 2017, in addition to the higher launch costs, due to more project launches than in 2016, as well as by the change-over in large programs in the USA and Mexico resulting in lower volumes as expected.

Asia: EBITDA during the year of 2017 fell by €16.7 million, or -9.4% (-7.5% increase at constant FX), to €160.4 million from €177.1 million in 2016. The evolution in EBITDA was impacted by higher project and launching expenses and a normalization of profitability levels after a high 2016 margin due to unusually high saturation rates in our plants.

2.3 Non-Financial Results Overview

One of Gestamp's business principles is sustainability, understood as a long-term, business plan based on honesty, effort, the development of trusting relationships with its stakeholders and respect for the different environments in which it operates.

The company pursues economic, social and environmental objectives and publishes annually a Sustainability Report that follows Global Reporting Initiative (GRI) reporting standards.

Pursuant to Royal Decree Law 18/2017 on matters of non-financial information and diversity, Gestamp would like to highlight the following aspects for the 2017 financial year:

2.3.1 Ethic and Human Rights

Ethics: Code of Conduct

Gestamp has had a Code of Conduct since 2011. This code is the common reference framework for the ethical and respectful behavior of employees in all countries in which it operates. The Code includes a number of Rules of Conduct based on the Corporate Principles and on the ten principles of the United Nations Global Compact concerning human rights, labor and environmental standards as well as the fight against corruption.

This Code applies to 100% of the perimeter of Gestamp, including all the organizational areas and affecting all employees contractually linked with Group companies, or any of the subsidiaries in which Gestamp is a majority shareholder.

The Ethics Committee is the body responsible for the implementation and interpretation of the Code of Conduct. The Ethics Committee's Rules establish its functions and composition, the channels and the communication process for complaints, as well as the internal investigation process to assess whether breaches of the Code take place.

The Compliance Office reports to the Ethics Committee and is responsible for receiving, channeling, monitoring, properly informing and documenting the communications received through the various means established.

In order to respond to communications regarding the Code of Conduct, whether they are suggestions, enquiries, queries or breaches, Gestamp has an internal communications channel (corporatecompliance@gestamp.com) and an external one implemented towards the end of 2016 called SpeakUp Line, which employees and people who are connected to the Group can use.

During 2017, we continued with the rotating external audit plan, managed by independent experts to try to verify the degree of implementation and employees' knowledge of the Code, and to emphasize the message on its importance to Gestamp. Specifically, this year they were conducted at all workplaces in the United States and France, adding these to those done in Germany, Argentina, Brazil, China, Mexico and Russia in previous years.

Within the specific rules established to cover certain aspects of the Code, the "Rules on Gifts and Hospitality" is worthy of mention. This measure intends to prevent corruption and bribery between employees and third parties, in both directions.

Human Rights

Gestamp considers the respect for human rights to be fundamental. The company endorses "The Guiding Principles on Business and Human Rights" adopted by the United Nations which promote the concepts of: Protect, Respect and Remedy.

In 2017, Gestamp carried out a study aimed at analyzing the human rights situation at all its workplaces worldwide.

With this project, the company was able to successfully:

• Define the key human rights issues that affect the Group based on sector criteria relevant to the business and the countries in which it is present.
• Identify the relevance of the issues based on criticality and probability of breach
• Assess the capacity to manage these issues based on the existence of rules (corporate, divisional, regional, local), indicators, responsible parties and mechanisms for filing a complaint.
• Prioritize these key issues at the workplace, country and division levels, and therefore know which ones require an action plan, constant monitoring, follow-up and maintenance.

2.3.2 Employees

Gestamp's continuous process of growth and internationalization has posed major challenges in terms of culture, organization and the management of human resources: the ongoing adaptation of our organizational structure to our growing needs, adjustment of the size of the workforce, standardization of processes, training in new technologies and fostering a corporate culture.

Evolution of the workforce

The number of employees worldwide continued to grow in 2017, reaching 41,048 employees, 12.8% more than in 2016, and an accrued growth of 43% over the last five years.

With a view to adapting to market demands, the Group also has 5,436 people who provide their professional services through temporary employment agencies.

Workforce profile

With regard to the distribution of the workforce by geographic area, Gestamp maintains sustained growth in all places where it is present:

Own Employees Evolution

	Employees as of 31.12.2016	Employees as of 31.12.2017	Variación %
Western Europe	15.822	17.186	8,6%
Eastern Europe	5.688	7.287	28,1%
Mercosur	4.187	5.025	20,0%
North America	5.251	6.116	16,5%
Asia	5.447	5.434	-0,2%
	36.395	41.048	12,8%

In its ongoing commitment to stable and qualified employment, Gestamp has 86.2% of its employees on permanent contracts. In order to adapt to the needs of the business, the Group also has some flexibility thanks to its 5,436 employees who provide their services through temporary employment agencies.

Gestamp stands out for having a young employee profile; 47.3% of the employees were under 35 at the end of 2017.

With regards to gender, 16.2% of the total workforce are women and 16.6% of the members of the various plant and division steering committees are represented by women.

Equal opportunities and non-discrimination are part of the rules included in Gestamp's Code of Conduct and in addition, at the local level, each workplace has the freedom to develop specific equality plans.

Management of labor relations

At Gestamp, the management of labor relations is carried out in accordance with the labor and trade union legislation in effect in each geographical area.

All aspects related to the employees' trade union, workforce and contractual aspects are negotiated with each plant's trade union representatives.

In geographical areas which, due to history, culture or legal requirements, it is required, there are inter-workplace committees that complement the plant-based negotiations framework.

The company has a European Works Council that represents all the countries in its perimeter.

Gestamp places particular emphasis on issues that are essential for the Group: respect for trade union and labor legislation, anti-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, always following the framework of fundamental labor rights contained in the International Labor Organization (ILO) conventions.

Occupational Health and Safety

Gestamp is committed to offering its employees, and any company working at its facilities, a safe and healthy environment. To this end, it has an ambitious occupational risk prevention policy and a comprehensive management system called GHSS (Gestamp Health and Safety System).

Within the general system, Gestamp has developed a tool (GHSI) that allows it to analyze equally in all the Groups plants, 77 factors relating to:

• Traditional Indicators: Frequency Index, Serious Accidents and Severity Index.
• Working Conditions: internal traffic routes, safety conditions for different types of machinery, warehouse conditions, etc.
• Prevention Management: Management of external companies, specific training, work at heights, etc.

This is an in-house tool, designed and tailored to the characteristics of the Company's activity, and reaches more stringent levels than those required by international standards.

The analysis and evaluation of the factors encourages the adoption of measures for improvement. All plants must report quarterly on the improvements made and all plants are audited ever two years.

Despite the Group's growth, in both business and number of people, the Company has improved its accident rates as a reflection of its efforts in the field of prevention.

Training and Development

The need to have highly skilled professionals requires: development of talent, comprehensive training in Gestamp's technologies, and the international mobility of its expert teams.

• The launch of a common talent management plan for the Group based on the identification of the Company's critical positions makes it possible to carry out the actions required to retain, train and promote in-house talent, as well as ensure the existence of a pool of trained professionals to fill key positions within the organization.
• Managing global training in key competencies contributes to standardizing technological knowledge and processes of the Group, thus ensuring that the Group's clients receive the same response in an increasingly global setting. In this regard, Gestamp has developed a corporate university (Gestamp Global Learning) as an online tool with global scope and the Gestamp Technology Institute.
• The promotion of international mobility as key to the transmission of the Group's knowhow.

During 2017, 28.4 hours of average training per employee were taught and Gestamp invested more than 20 million euros in training actions, 17% more than in 2016

2.3.3 Environmental Issues

As an integral part of the automotive sector, Gestamp environmental performance must be analyzed from a perspective of the vehicle's life cycle, considering impacts and solutions in each of the stages on which the Company is able to act.

As can be seen in the following table, environment and climate change are integrated into Gestamp's business strategy.

Environmental management

The Environmental Policy is based on the implementation of an Environmental Management System certified in accordance with international standards, and the implementation of an environmental management (Environmental Indicator) which makes it possible to monitor and control all manufacturing plants, as well as to identify improvements and the implementation of best practices.

82% of the plans are ISO 14001 or EMAS II certified. The remaining 18% has a deadline for the certification, based on the date it joined the group or the date the production center was built.

Gestamp's environmental management is comprehensive; environmental criteria are applied from the selection of suppliers, includes optimization of the use of raw materials and the management of all the waste generated. The environmental impact of all production centers is measured using the above-mentioned Environmental Indicator on a quarterly basis.

• EEI. Energy Efficiency Index.
• CO2EI. CO2 Emissions Index.
• WPI. Waste Production Index.
• WMI. Waste Management Index.
• WCI. Water Consumption Index.

Monitoring of greenhouse gas emissions

Gestamp works actively to mitigate climate change from a two-fold perspective: On the one hand, it works on reducing greenhouse gas emissions in production processes through proper environmental management. On the other, as a supplier of components for the automobile industry, Gestamp's added value lies in its technological and R&D capacity to develop new products and innovative solutions that make it possible to produce lighter parts which help clients to reduce their CO2 emissions, since lower weight means less fuel consumption and the generation of fewer emissions during the vehicle use stage.

Gestamp uses the Greenhouse Gas Protocol (GHG) and the Intergovernmental Panel on Climate Change (IPCC) as guidelines for measuring the impact of the emissions associated with the production process. In addition, the Group reports voluntarily on an annual basis on its performance with regard to emissions through the international Carbon Disclosure Project initiative. In 2015, it was selected as an example of a company of Spanish origin in its publication entitled "Supply Chain Report in 2015."

In recent years, despite the increase of manufacturing facilities and the introduction of hot stamping (a more energy-intensive technology), Gestamp has managed to reduce CO2 emissions (in relative terms) thanks to improvements in environmental management and in the management of processes:

	2013	2014	2015	2016	2017
CO2 Emissions Index (Tons of CO2 emission per €100K of added value)	25	25	24	24	21*
			* Verification on progress

In addition, Gestamp has implemented an energy efficiency project worldwide, through which the electricity and gas consumption of equipment and facilities is monitored instantly. The analysis of this information, together with the study of best practices in the Group and the exchange of the knowledge acquired, means new energy-saving measures can be adopted and, therefore, targets can be set and all levels of the organization are involved.

In 2017, the Group was able to reduce 54 GWh compared to 2016 in 23 plants where the project is implemented.

Waste production and management

Various types of waste are generated during our production process. In its desire to minimize waste generation and the use of natural resources, Gestamp has incorporated into its business activity all methodologies, processes, technologies and best practices related to the management, reuse and recycling of the materials it uses.

Gestamp has identified the main categories of hazardous and non-hazardous waste produced by the plants and the amounts generated are monitored quarterly using the Group's environmental indicator.

Of all waste, 98% is not hazardous; 98% of this is scrap metal. Scrap metal is 100 % recyclable and re-enters the steel production process, helping to close the life cycle of the product following a circular economy model. With regard to hazardous waste, these are most frequently polluted water, sludge, used oils and contaminated materials (mainly oil-stained rags and gloves).

As for the destination of the waste generated in our plants, it depends on the type of waste, the location of the plant and the legislation of the country and local authorized managers are used to handle it. Furthermore, waste reduction targets are set annually as part of the environmental plans.

Water

Water consumption is not a significant environmental aspect at Gestamp but, as it is an essential natural resource, its use and management is monitored.

In general, water consumption at Gestamp's production plants is for sanitary use. Only plants that have surface treatment processes or welding facilities and machines that require cooling consume water for industrial use. In all cases, these are closed-circuit systems and so the water is reused for long periods of time.

2.3.4 Society

Gestamp believes that its commitment to sustainability is not limited solely to its operations, but that it is part of a value chain completed with the activity and the performance of its suppliers, without which it could not meet the requirements of its clients. To the extent that Gestamp empowers them and supports them locally, the Company contributes to the development of communities, their industries and the overall economy because of its multiplying effect in terms of wealth and maintaining employment.

In addition, Gestamp contributes to the training and technical instruction of the local population as a result of its collaboration with universities, business schools and vocational training centers. In 2017, Gestamp gave opportunities to 649 youths, between internship and apprenticeship programs.

Another area in which the Group contributes to society is through its social activities. Since 2013, Gestamp has been using the LBG (London Benchmarking Group) methodology with the aim of identifying, classifying and assessing the not-for-profit contributions made by each of its work centers in the communities they operate in.

In addition, Gestamp's social activities are in line with the United Nations Sustainable Development Goals on which it is going to focus its social strategy in the coming years.

2.3.5 Corporate Governance

Rules

Gestamp's Corporate Governance is currently based on the following rules, all of which are available on our website:

• Company Bylaws
• Regulations of the General Shareholders' Meeting
• Regulations of the Board of Directors, which include rules for the Audit Committee and the Nomination and Compensation Committee
• Code of Conduct
• Internal code of conduct in Securities Markets
• Certain corporate policies

The Corporate Governance rules were reviewed by the relevant authority upon the Initial Public Offering in April 2017 and since then are reviewed and updated from time to time. The contents are inspired and based on our commitment to the best practices in good corporate governance.

Governing bodies

Governing bodies that carry out differentiated strategy and oversight functions, and leadership and management functions:

• The General Shareholders' Meeting: this is the main way shareholders take part in Gestamp and its highest decision-making body. Through this body, its shareholders deliberate and decide through voting, subject to the majorities applicable by law or the by-laws, on the matters within their remit.
• The Board of Directors: this focuses its activity on the definition, oversight and follow-up of the policies, strategies and general guidelines that the Company and the companies of its consolidated group must follow. The Board of Directors comprises 12 members, of whom 5 are independent directors, 3 are proprietary, 2 are executive, and 2 are other external directors.
• Committees of the Board of Directors: to carry out its work, the Board of Directors has the support of specialized internal committees. In this regard, the Board of Directors has set up an Audit Committee and a Nomination and Compensation Committee, both comprising nonexecutive directors and chaired by an independent director.
• The Management Committee: this is responsible for the Group's organization and strategic coordination, by disseminating, implementing and monitoring the business strategy and guidelines.

Diversity in the Board of Directors

The composition and profiles of the members of Gestamp's Board of Directors are available on the Company's website.

The selection and nomination of members is carried out according to Gestamp's Director Selection Policy as well as the Guidelines on the knowledge, skills and experiences of the Board of Directors. Both documents include criteria for promoting diversity in governance bodies. The Nomination and Compensation Committee is the body that, on an annual basis, shall conduct an assessment in which it explicitly takes into account the diversity of the representation of the members on the Board.

3. DEBT AND LIQUIDITY

Gestamp has maintained a solid financial position during 2017. As of December 31, 2017, net financial debt amounted to €1,898.9 million resulting in a 2.13x leverage ratio (Net Debt / EBITDA), compared to 1.94x as of December 31, 2016.

Thousand Euros	2017	2016
Interest bearing loans and borrowings	2,710,880	1,967,599
Financial leasing	32,672	33,574
Borrowings from group companies	59,294	70,162
Other financial debt	34,183	34,991
Gross debt	2,837,029	2,106,326
Net financial debt	1,897,895	1,632,635
EBITDA	889,877	841,150
Leverage ratio (Net debt / EBITDA)	2.13x	1.94x

Our long-term indebtedness primarily consists of €479.0 million in senior secured notes; €852.5 million in long-term portion of a funded senior secured amortizing Term Loan (part of the Senior Financing Agreement, or "SFA", originally syndicated on April 19, 2013), €160.0 million in long term debt with the European Investment Bank and €675.4 million of aggregate principal amount in other long-term bilateral financing.

On May 11, 2016 we issued € 500 million of new senior secured notes due May 15, 2023 and on May 20, 2016 we signed an amendment and restatement of our SFA according to which, among other things, we agreed an increase in the availability of the Term Loan component of the SFA by € 340 million and extended the maturity of the Term Loans and the RCF to May 31, 2021. On June 6 and June 20, 2016 respectively we fully redeemed the remaining outstanding Euro and USD senior secured notes due May 2020 with proceeds from the aforementioned new senior secured notes and the increase in the SFA. On July 25, 2017 we signed another amendment of the SFA, extending its maturity to July 15, 2022.

Thousand Euros	2017	2016
Cash and cash equivalents	860,238	430,463
Current debt securities	5,376	338
Revolving credit facilities	280,000	280,000
Undrawn credit facilities	642,962	457,287
Total Liquidity	1,788,576	1,168,088

Gestamp´s main source of liquidity is its operating cash flow. Net cash flows from operating activities were €683.7 million in 2017. In addition, as part of its Senior Facilities, Gestamp has an undrawn revolving credit facility amounting to €280.0 million with maturity in 2021, as well as €676.9 million in credit lines, of which €34.0 million were drawn as of December 31, 2017. These credit lines are generally renewed each year, do not have any security and have customary covenants.

4. MAIN RISKS AND UNCERTAINTIES

Risk Management is an essential part of our corporate culture and principles. Gestamp has an Integral Risk Management System (IRMS) in place. It is defined as a process driven by the Board of Directors and Senior Management, which aim is to develop the organization's capacity to properly detect measure, control and mitigate the significant risks; but, as an integrated system, it is the responsibility of each and every member of the Group. It helps us to accomplish our general goals, enhance sustainability and increase the confidence of investors, consumers and society in general.

This IRMS, which Gestamp continued to develop and evolve in 2017, is based on the COSO ERM model (a detailed, systematic approach that allows us to identify events, assess, prioritize and respond to risks related to the accomplishment of our business goals), on the best practices defined in the Good Governance Code of Listed Companies and on the Technical Guide 3/2017 on Audit Committees at Public Interest Entities.

To facilitate and promote an effective, integrated and uniform management, the Group has established the Integrated Risk Management System Policy (henceforth, the "IRMS Policy"), which is applicable to all the companies belonging to the Group, and its scope includes all activities, processes, projects and lines of business, as well as all the geographic areas in which the Group operates.

The IRMS Policy was approved by the Gestamp Board of Directors and establishes the main principles, guidelines and general framework for systematically and uniformly detecting financial and non-financial risks (including environmental, social, labor-related and human rights-related risks, as well as those related to the fight against corruption and bribery), preventing them and mitigating any existing or potential negative effects; thereof, keeping them within the risk levels (tolerance) accepted by Gestamp in line with the due diligence procedures set forth in Royal Decree-Law 18/2017.

While the IRMS is a process that affects and involves all the Group's employees, the parties that are in charge of ensuring that it functions smoothly and their main duties are as follows:

• The Specific Risk Owners, in charge of identifying, assessing and monitoring risks that pose a threat to achievement of their goals.

• The Risk Committees, which ensure that the risks are kept aligned with the accepted risk appetite and inform the Audit Committee.
• The Board of Directors and the Audit Committee, in their approval, monitoring and supervision of the IRMS.
• The Internal Audit and Risk Management Function, which provides support to the Audit Committee and coordinates the risk identification and assessment processes, in addition to coordinating the Risk Committees.

Gestamp is exposed to diverse risks inherent to the countries and markets in which it operates, which could jeopardize the accomplishment of its goals and the successful implementation of its strategies. Our Risk Map, which was updated in 2017, constitutes a management tool that enables us to identify and contextualize potential risks, fostering and facilitating decision-making on the mitigation actions to be taken. Senior managers representing all the Divisions, Business Units and Corporate Functions in the Group were involved in the identification and assessment process. In this process, the following risks were considered, for which the organization has defined measures, controls and supervision plans:

O	Personal safety and health risk, due to the characteristics of the activities performed at our plants
S	Business concentrated in few clients that each contribute a high percentage of the business
O	Stoppage of our clients' activities due to diverse internal and external factors, such as: Supply-chain issues due to incidents with suppliers Internal problems: labor conflicts, prolonged breakdowns, serious accidents Other unexpected factors (such as weather-related disasters, for example)
S	Deviations in the profitability of projects, which could potentially occur during the launch and in the subsequent production phase
O	Incidents related to the quality of our products, with potential both cost and reputational repercussions
O	Difficulty in hiring or replacing key staff members, in terms of both managers holding strategic positions and highly qualified employees
S	Complexity of decisions related to technological changes and adoption of the technology, materials and processes that are appropriate and necessary in order to maintain our competitive advantages
F	Risks related to fluctuations in financial markets, mainly exchange rates, interest rates and commodities
C	Risks related to the legislation and regulations to which the Group is subject and potential amendments that could be made to them
O	Environmental risks: as an integral part of the automotive industry, we believe our environmental impact must be analyzed from the perspective of the vehicle life cycle, moving beyond the direct impact created in the mere manufacturing process
S	Political and economic instability in the countries in which Gestamp operates
O	Operational Strategic Financial Compliance Internal External S F C

In 2017, a number of risks inherent to the Group's activities have arisen: the IRMS, along with Gestamp's policies and risk control and management systems that develop it, have enabled us to respond adequately and proactively to them and establish, where needed, appropriate action plans. In this regard, there are two different levels of response to risks:

• General mechanisms for responding to risk: Specific Risk Owners, Risk Committees, the Board of Directors, the Audit Committee and the Internal Audit and Risk Management Division.
• Additionally, Gestamp has various units that perform analyses, continuous monitoring and provide response in specialized risk management fields, including internal control over financial reporting, compliance with regulations, corporate social responsibility, quality, operational control, corporate safety, information systems, occupational and environmental risk prevention, tax and insurance-related risks, to name a few. These units have been integrated into the Group's IRMS.
• Individual control, management and supervision mechanisms implemented at operational level, which function constantly on a daily basis, and are performed by each and every member of the Group; they are ingrained into the Group's systems and processes, and ensure that the operating activities are ultimately consistent with Gestamp's goals and targets.

5. SUBSEQUENT EVENTS

There have been no material subsequent events as of 31st December, 2017.

6. FORESEABLE EVOLUTION OF THE COMPANY

For 2018, global economic growth is expected to confirm the pace gathered in 2017, which according to International Monetary Fund's January 2018 World Economic Outlook will stand at approximately 3.9%. The higher growth is expected to bring inflationary pressure, as first signs of price and wage increases appear, particularly in the United States.

With an improvement in economic activity, Gestamp expects a good performance in the automotive sector globally. According to IHS January 2018 data, global light vehicle production is expected to increase by 1.9% in 2018.

In a favorable environment, and on the back of the strong investments made in recent years in projects that will ramp up this year, Gestamp expects a positive performance of its operations in 2018. In line with the last few years, the Group expects solid revenue and income growth, well above that of the market, at constant FX. Gestamp will continue to focus its efforts on improving the efficiency of its processes and adequate management of the large number of projects the Group is working on.

7. R&D ACTIVITIES

Through innovation, Gestamp seeks to improve fundamental characteristics of a vehicle such as weight, safety, strength, durability and stiffness, by monitoring complete crash performance, deformation and energy absorption, while providing additional comfort. As it continues to invest in R&D, Gestamp develops proprietary technology innovations while helping our OEM

customers to improve vehicle safety, meet emissions targets and optimize costs, which together ultimately allows us to be a key supplier for OEMs globally.

As a result of Gestamp's long standing and strategic relationship with OEM's, Gestamp has over 250 co-development programs in place with its clients in BIW, chassis and mechanisms. Working closely with our customers enables Gestamp to strengthen its reputation as a technological leader in the industry.

Furthermore, Gestamp is at the forefront of developing technological capabilities, manufacturing processes and new materials for use in our product portfolio. To this end, Gestamp seeks ways to apply new materials with a consistent quality, to establish manufacturing processes which are effective and flexible throughout the production chain, and all at a reasonable cost. The close work between Gestamp's R&D department and its customers in incorporating these new materials and processes in the design of the product has allowed the Group to achieve in 2017 important businesses awards both in BiW as well as in Chassis in the field of electric vehicles. Gestamp R&D has developed in 2017 an innovative concept of Battery Box, a new product within electric vehicles in which Gestamp has collaborated directly with the engineering departments of the OEM's.

Sensors in vehicles are increasingly becoming the technological standard and Gestamp has been able to develop solutions with strong competitive advantages in terms of safety and comfort for doors and hoods. These developments are in line with the new regulations on pedestrian security that are being implemented in more countries every year.

During 2017, Gestamp announced in November the opening of a new R&D center in Asia, located in Shanghai (China). The main objective of this new Gestamp facility is to strengthen its collaboration with both with international as well as with local OEMs in China. The aim is to codevelop on site together with them in order to improve manufacturing processes, products and costs.

Additionally, during 2017 in Gestamp's continuous effort to improve our R&D facilities, two other R&D centers were announced in Asia and NAFTA which replace already existing facilities. In this sense, a new R&D center was inaugurated in Auburn Hills, Michigan, in May. This facility houses robotic prototype assembly cells, a laser cell, a durability performance test lab and complementary metallurgical and metrology labs. Designed bearing its customers in mind, the Auburn Hills R&D center ensures faster response and access to technical information required to meet automotive customers' program needs. Furthermore, in June, a new R&D center was opened in Japan to improve the company's previous R&D capabilities in the country. Located in downtown Tokyo, the center is equipped with simulation resources, including virtual crash tests and advanced simulation of hot stamping processes. This offers Gestamp comprehensive vehicle development capabilities for Chassis and Body in White (bodywork) with top-notch standards within the global R&D network.

As of December 31, 2017, Gestamp had more than 1,500 R&D professionals, spread over its 13 R&D centers as well as at manufacturing sites. These R&D centers are located in 9 countries: Spain, Germany, France, UK, Sweden, USA, Brazil, China and Japan.

Hot stamping

Gestamp is one of the pioneers and leaders in the hot stamping manufacturing process, one of the most advanced technologies for reducing the weight of a vehicle's body structure and improving passenger safety in case of collision.

In 2017, Gestamp introduced an innovation in the hot stamping market with the new design of manufacturing lines for large pieces such as the "one piece door ring". Gestamp obtained important orders for this product for the SUVs market.

As of December 31, 2017, the Group had 84 hot stamping lines installed worldwide and, according to project contracts awarded, Gestamp expects a high growth in the number of new hot stamping lines in all the regions in the coming years.

8. OPERATIONS WITH OWN SHARES

As at December 31, 2017 the Company had no treasury shares, and during the course of the year did not trade in its own shares.

9. OTHER RELEVANT INFORMATION

9.1 Stock Exchange Evolution

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 Greenshow of 23,308,331 shares). The price was set at 5.60 euros per share, representing an initial market capitalization of €3,222 million.

As of December 31st of 2017, the Company's total Free Float amounted to 28.73%. The remaining shareholding of 71.27% is controlled (directly and indirectly) by Acek Desarrollo y Gestión Industrial S.L. (Acek, the Riberas Family industrial holding) being 58.745% owned by Acek and 12.525% by Mitsui.

Please see below for Gestamp´s share price evolution since April 7th, 2017:

Source: Bloomberg

Gestamp's shares increased by +6.4% since IPO, implying a market capitalization of €3,428 million. Total volume traded during 2017 was 275m shares or €1,550.5m.

The shares hit a high for the year on July 17th 2017 (€6.29) and a low on April 18th 2017 (€5.10). Since IPO, our average share price has been €5.75.

The Company's shares were included in the IBEX Medium Cap index in December 2017.

The Group reported earnings per share of €0.42 in 2017. The most relevant information regarding the stock's evolution in 2017 is shown in the table below:

(€)	2017	2016*
Total Number of Shares	575.514.360	-
Share Price	5,96	-
Market Cap. (in Thousands)	3.428	-
Maximum Price in 2017	6,29	-
Date of Max. Price	17/07/2017	-
Minimum Price in 2017	5,10	-
Date of Min. Price	18/04/2017	-
Average Price in 2017	5,75	-
Total Volume (in Shares)	231.549.084	-
Average of Daily Volume Traded
(in Shares)	1.244.888	-
Total Turnover (in Millions)	1.321,08	-
Average of Turnover Traded (in
Thousands)	7.102,58	-

* The Company was listed on April 7th, 2017. There is no information regarding 2016. Data as of December 31st, 2017. Source: Bloomberg & BME (Bolsa y Mercados Españoles)

9.2 Dividend policy

In 2017 the Company maintained its policy to distribute dividends corresponding to 30% Consolidated Profit Attributable to Equity holders of the Company.

9.3 Credit Rating

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 euros at an interest rate of 5.875%, and the other amounting to 350 million dollars with a 5.625% interest rate.

On May 11th, 2016 the Group issued a new bond, through the subsidiary Gestamp Funding Luxembourg, S.A. for €500 million with an interest rate 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.

The maturity date of the new bonds is May 15th, 2023.

As of December 31st, 2017 Gestamp's corporate credit rating was "BB /stable outlook" by Standard & Poor's and "Ba2/ stable outlook" by Moody's. These ratings were confirmed on June 16th, 2017 by Standard & Poor's and on September 13th, 2017 by Moody's.

Corporate Credit Ratings	Current Rating	Outlook	Last Review
Standard & Poor's	BB	Stable	03/05/2016
Moody's	Ba2	Stable	28/04/2016
Senior Secured Notes	Current Rating	Outlook	Last Review
Standard & Poor's	BB+	Stable	29/01/2016
Moody's	Ba3	Stable	28/04/2016

9.4 Average period for payment to suppliers

The internal processes and payment policy terms of the Spanish companies of the Group comply with the legal provision of the Law 15/2010, which establishes actions against late payment in commercial transactions. As a result, the contractual conditions in the year 2017 with commercial suppliers for parts manufactured in Spain have included periods of payment equal to or less than 60 days in 2017 and in 2016, according to the second transitory legal provision of the Law. (Refer to Note 34).

For efficiency reasons and in line with common standards, the Spanish subsidiaries of the Group have in place a schedule for payments to suppliers, under which payments are made on fixed days, and twice a month in the case of the larger entities.

In general terms, during the fiscal periods 2017 and 2016, payments, for contracts agreed after the entry into force the Law 15/2010 made by Spanish entities to suppliers have not exceeded the legal limits of payment terms. Payments to Spanish suppliers which have exceeded the legal deadline for years 2017 and 2016 have been negligible in quantitative terms and are derived from circumstances or incidents beyond the established payment policy, which primarily include the closing of agreements with suppliers at the delivery of goods or provision of services or handling specific processes.

Additionally, as of December 31, 2017 and 2016 there were no outstanding amounts to suppliers located in Spanish territory that exceeded the legal term of payment.

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.

MODEL ANNEX I

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES

IDENTIFICATION DETAILS OF THE

END OF REPORTING PERIOD 31/12/2017

Tax Identification Code. A48943864

ISSUER

Registered Name: GESTAMP AUTOMOCIÓN, S.A.

Registered Address: Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES

OWNERSHIP STRUCTURE A

A.1 Complete the following table about the share capital of the company:

Date of last change	Share capital (€)	Number of shares	Number of voting rights
03/03/2017	287,757,180	575,514,360	575,514,360

State whether or not there are different classes of shares with different associated rights:

Yes □ No ☒

Categor y	Number of shares	Nominal value per share	Number of voting rights per share	Differen t rights

A.2 Provide a breakdown of the direct and indirect holders of significant shareholdings in your company as of the end of the financial year, excluding directors:

Individual or		Indirect voting rights
company name of the	Number of direct voting rights	Direct holder of the interest	Number of voting rights	% of total voting rights
director
company name
of the
shareholder
Acek Desarrollo y	121,842,522	Gestamp 2020,	288,332,760	71.27
Gestión		S.L.
Industrial, S.L.

State the most significant changes in the shareholding structure that have occurred during the financial year:

Individual or company name of shareholder	Date of transaction	Description of transaction

A.3 Complete the following tables about members of the board of directors of the company who have voting rights attached to the shares of the company:

Individual or		Indirect voting rights
company	Number of direct	Direct holder	Number of	% of total
name of the	voting rights	of the interest	voting rights	voting rights
director
company name

of the director
Mr. Francisco López Peña	804,885	0	0.14
Mr. Javier Rodríguez Pellitero	11,000	0	0.00
Mr. Alberto Rodríguez-Fraile Díaz	33,458	0	0.01

Total percentage of voting rights held by the board of directors	0.15
------------------------------------------------------------------	------

Complete the following tables about members of the board of directors of the company who have rights attached shares of the company:

Individual			Indirect rights		% of
or company name of director	Number of direct rights	Direct holde r	Number of voting rights	Number of equivalent shares	total voting righ ts

A.4 State, if applicable, the family, commercial, contractual, or corporate relationships between significant shareholders, to the extent known to the company, unless they are immaterial or result from the ordinary course of business:

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.		(the "Company") and
		companies belonging to its
Gestamp Automoción, S.A.		group, of which the Company is the parent entity, (hereinafter referred to as the "Group"), have a commercial, contractual or corporate relationship with a significant

shareholder or companies belonging to its group, which results from the ordinary course of business undertaken under market conditions.
The relationship referred to is described in section D of this Annual Corporate Governance Report.

A.6 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
private	capital	Brief description of the
shareholders'	affected	agreement
agreement
Acek Desarrollo y Gestión	71.27	This private shareholders'
Industrial, S.L.		agreement was formalised on
		23 December 2016 and it was
Mitsui & Co., Ltd		reported by virtue of a
Gestamp 2020, S.L.		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	71.27	This protocol was formalised
Mera		on 21 March 2017 and it was
Halekulani S.L.		reported by virtue of a
Mr. Juan María Riberas Mera		Significant Event on 7 April
Ion-Ion, S.L.		2017 (Record No. 250503). It
Acek Desarrollo Y Gestión		regulates specific aspects relating to the ownership and
Industrial S.L.		management of the Acek group
		(business group comprising
		Acek Desarrollo y Gestión
		Industrial, S.L., and its
		subsidiaries, which include the
		Company and Gestamp 2020,
		S.L.). In particular, the
		protocol regulates the
		procedure for deciding the
		direction of the vote of Acek

Gestión
Industrial, S.L., with respect to
the agreements adopted in the
General Shareholders' Meeting
of
Gestamp 2020, S.L., the first
refusal and tag along rights
Acek
Gestión
Industrial, S.L., and the regime
to solve deadlock situations
that could affect the Company.
For further information, see

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

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.7 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:

Individual or company name
Acek Desarrollo y Gestión Industrial, S.L.

Observations

Acek Desarrollo y Gestión Industrial, S.L., controls and has a 75% participation in the capital of Gestamp 2020, S.L. It is also the holder of 50.10% of the share capital and voting rights of Gestamp Automoción, S.A. Furthermore, Acek Desarrollo y Gestión Industrial, S.L., holds a 21.171% direct share in the capital of Gestamp Automoción, S.A. Therefore, Acek Desarrollo y Gestión Industrial, S.L., controls 71.271% of the voting rights of the Company.

The Riberas family has control of Acek Desarrollo y Gestión Industrial, S.L., given that it is the indirect holder of the entire social capital through the companies Halekulani, S.L., and Ion-Ion, S.L. At present, Mr. Francisco José Riberas has control of Halekulani, 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: Halekulani, S.L., (represented by Mr. Francisco José Riberas) and Ion-Ion, S.L., (represented by Mr. Juan María Riberas).

A.8 Complete the following tables about the company's treasury shares:

As of year-end:

Number of direct shares	Number of indirect shares (*)	Total % of share capital
0	0	0

(*) Through:

Individual or company name of direct holder of the interest	Number of direct shares
Total
:

Explain any significant changes, pursuant to the provisions of Royal Decree 1362/2007, that have occurred during the financial year:

Explain any significant changes

A.9 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 3 March 2017, agreed, under point nine of the agenda, to authorise the Company's Board of Directors to acquire treasury shares subject to the following conditions:

• The acquisitions shall be undertaken by the Company itself or through subsidiary companies.
• The acquisitions shall be undertaken through purchases, swaps, dation in payment or through any other legally valid transaction.
• The maximum number of own shares shall not exceed that legally established.
• The minimum price shall be the nominal value.
• The maximum price shall be the market value on the date of the acquisition, increased by 10%.
• The authorisation is granted for a maximum term of 5 years starting from the date the agreement is adopted.

A.9 bis Estimated free-float:

change
--------

Estimated free-float:	28.58

A.10 State whether there are any restrictions on the transfer of securities and/or any restrictions on voting rights. In particular, disclose the existence of any restrictions that might hinder a takeover of the company through the acquisition of its shares in the market.

Yes ☒ No □

As stated in Section A.6 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 transmission regime of the shares of the Company, owned by the shareholders who formalised said agreement. In this regard, this transmission regime could hinder a takeover of the Company through the acquisition of its shares in the market. For further information see the Significant Event of 7 April 2017 (Record No. 250532).

Similarly, as stated in the aforementioned section, Mr. Francisco José Riberas Mera, Halekulani, 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 this regard, the procedure for deciding the direction of the vote could hinder a takeover of the Company through the acquisition of its shares in the market. For further information, see the Significant Event of 7 April 2017 (Record No. 250503).

A.11 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.

Yes □ No ☒

If applicable, explain the approved measures and the terms on which the restrictions will become ineffective.

A.12 State whether or not the company has issued securities that are not traded on a regulated market within the European Community.

$$\mathbf{\color{red}{Yes}} \boxtimes \qquad\qquad\qquad\mathbf{\color{red}{No}} \boxtimes$$

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).

Similarly, the Company, through the wholly-owned company, Gestamp Funding Luxembourg, S.A., has issued senior notes that are traded on the Luxembourg Stock Exchange's Euro MTF market.

For further information relating to these debt instruments, go to the website of the markets referred to: www.bmerf.es and www.bourse.lu, respectively.

GENERAL SHAREHOLDERS' MEETING 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 % different from that established in Article	Quorum % different from that established in Article 194 of the
	193 of the Companies Act	Companies Act for special
	for	circumstances
	general circumstances
Required
quorum
upon 1st call
Required
quorum upon
2nd call

Description of the differences

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 by-laws of the company. In

particular, disclose the majorities provided for amending the by-laws, and any rules provided for the protection of the rights of the shareholders in the amendment of the by-laws.

The By-laws of the Company do not establish different or additional rules to those set out by law for the amendment of by-laws.

In this regard, according to the provisions under Article 13.3 of the Company's Bylaws, in order for the General Shareholders' Meeting to validly agree any by-law 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 twentyfive percent or more of the subscribed share capital with voting rights, without reaching fifty percent.

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 prior financial year:

	Attendance data
Date of	% of	% of	% absentee voting
general shareho lders' meeting	sharehol ders present in	shareholders represented by proxy	Electronic voting	Other s	Total
	person
22/03/2017	98.48	1.52	0	0	100
03/03/2017	98.48	1.52	0	0	100
13/12/2016	98.48	1.52	0	0	100
27/06/2016	100	0	0	0	100
10/06/2016	100	0	0	0	100
29/04/2016	100	0	0	0	100
01/02/2016	100	0	0	0	100

• B.5 State whether or not there are any by-law restrictions requiring a minimum number of shares to attend the general shareholders' meeting:
  • Yes □ No ☒

Number of shares required to attend the general shareholders'
meeting

• B.6 Section eliminated.
• B.7 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 "Investors and Shareholders" section. In this section on Corporate Governance, information on the Company's corporate texts, the Shareholders' Meeting and on the Board of Directors, among other contents, can be accessed.

This section of "Corporate Governance" is accessible in two clicks from the home page.

STRUCTURE OF THE COMPANY'S MANAGEMENT C

C.1 Board of directors

C.1.1 Maximum and minimum number of directors set out in the by-laws:

Maximum number of directors	15
Minimum number of directors	9

C.1.2 Complete the following table identifying the members of the board:

Individual or company name of the director	Representative	Type of director	Position on the board	Date of first appointment	Date of last appointment	Election procedur e
Mr. Francisco José Riberas Mera		Executive	Executive Chairman and CEO	22/12/1997	24/03/2017	General Sharehold ers' Meeting Agreement
Mr. Francisco López Peña		Executive	Member	05/03/2010	24/03/2017	General Sharehold ers' Meeting Agreement
Mr. Juan María Riberas Mera		Proprietary	Vice President	22/12/1997	24/03/2017	General Sharehold ers' Meeting Agreement
Mr. Noboru Katsu		Proprietary	Member	23/12/2016	24/03/2017	General Sharehold ers' Meeting Agreement
Mr. Tomofumi Osaki		Proprietary	Member	23/12/2016	24/03/2017	General Sharehold ers' Meeting Agreement

Mr. Alberto	Coordinating	Member	24/03/2017	24/03/2017	General
Rodríguez	Independent				Sharehold
Fraile Díaz	Director				ers'
					Meeting
					Agreement
Mr. Javier	Independent Member		24/03/2017	24/03/2017	General
Rodríguez					Sharehold
Pellitero					ers'
					Meeting
					Agreement
Mr. Pedro	Independent Member		24/03/2017	24/03/2017	General
Sainz de					Sharehold
Baranda					ers'
Riva					Meeting
					Agreement
Ms. Ana	Independent Member		24/03/2017	24/03/2017	General
García Fau					Sharehold
					ers'
					Meeting
					Agreement
Mr. César	Independent Member		24/03/2017	24/03/2017	General
Cernuda					Sharehold
Rego					ers'
					Meeting
					Agreement
Mr. Geert	Other	Member	29/06/2015	24/03/2017	General
Maurice Van	external				Sharehold
Poelvoorde	directors				ers'
					Meeting
					Agreement
Mr. Gonzalo	Other	Member	24/03/2017	24/03/2017	General
Urquijo	external				Sharehold
Fernández	directors				ers'
de Araoz					Meeting
					Agreement

Total number of directors	12
---------------------------	----

State the vacancies on the board of directors during the reporting period:

Individual or company name	Class of director at time	Date of
of director	of vacancy	vaca
		ncy

C.1.3 Complete the following tables about the members of the board and each member's status:

EXECUTIVE DIRECTORS

Individual or company name of	Position within the company's
director	structure
Mr. Francisco José Riberas Mera	Executive Chairman of the Board of

	Directors
Mr. Francisco López Peña	Member of the Board of Directors, Vice-President and CFO

Total number of executive directors	2
Total % of the board	16.67%

EXTERNAL PROPRIETARY DIRECTORS

Individual or company name of director	Individual or company name of the significant shareholder represented by the director or that has proposed the director's appointment
Mr. Juan María Riberas Mera	Acek Desarrollo y Gestión Industrial, S.L.
Mr. Noboru Katsu	Acek Desarrollo y Gestión Industrial, S.L.
Mr. Tomofumi Osaki	Acek Desarrollo y Gestión Industrial, S.L.

Total number of proprietary directors	3
Total % of the board	25%

EXTERNAL INDEPENDENT DIRECTORS

Individual or company name of director	Profi le
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,
	such as: Registered Options Principal,
	Financial and Operation Principal,
	Securities Principal.
	Over the last 30 years he has worked for
	Asesores y Gestores Financieros, 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 management body of the
	companies of the A&G Group. He started
	his professional career as a financial

	consultant at Merrill Lynch.
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.
	Furthermore, he is a Director of GDF
	Energía España.
	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 from the MIT, Sloan School of Management,
	Massachusetts.
	He is currently the founding partner of the
	investment company, 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 General Manager of
	Engineering and of New Technologies. He was the General Manager of New
	Installations at Otis Elevator in Mexico,
	Managing Director of Otis in Portugal,
	CEO of Zardoya Otis and Chairman of the
	Southern Europe and Middle East area at
	Otis Elevator Company and, finally,
	Executive Chairman of the Otis Elevator Company group.
	He is member of the following Board of

	Directors: Mecalux, Zardoya Otis and
	Social Board of Carlos III University of
	Madrid. In the past, he formed part of the
	management bodies of certain companies
	belonging to the Zardoya Otis Group.
Ms. Ana García Fau	She holds a Degree in Law and a Degree
	in Business Management and Economics
	from the Comillas Pontifical University
	(ICADE E-3) of Madrid. She also holds a
	Master's Degree in Business
	Administration from the MIT, Sloan
	School of Management, Massachusetts.
	She currently forms part of the following
	Board of Directors: Renovalia,
	Technicolor, Eutelsat Communications
	and Merlin Properties, DLA Piper and
	Globalvia. She started her professional
	career working at McKinsey & Company
	for Wolff Olins and Goldman Sach. At
	TPI- Páginas Amarillas (Telefónica
	Group) she was Head of Planning,
	Managing Director of the Corporate
	Development area and subsequently a
	Finance Director. She formed part of the
	Boards of Directors of different companies
	under the TPI Group. In the Hibu Group
	(formally Yell) she held different
	managerial positions, such as Chief
	Executive of Yell for business in Spain and
	Latin America for 7 years, and as Global
	Managing Director of Business Strategy
	and Development, as well as being a
	member of its International Management
	Committee. She was also Manager of the
	company, Cape Harbour Advisors.
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.
	He is currently the Chairman of Microsoft
	Latin America and Vice-chairman of
	Microsoft Corporation. He started his
	professional career in the banking sector at
	Banco 21 (Banco Gallego) and
	subsequently worked at Software AG.
	Over the last 20 years he has held different
	managerial positions on an international
	level for Microsoft. These positions include
	being Managing Director of Microsoft
	Business Solutions in Europe, the Middle

East and Africa; Global Vice-chairman of
Microsoft Business Solutions; Vice
chairman of Sales, Marketing and Services
at Microsoft Latin America, and
Chairman of Microsoft for Asia-Pacific.
He is currently a member of the Board of
Directors of the Americas Society/Council
of the Americas, as well as of the Trust of
the Americas, representing Microsoft.

Total number of independent directors	5
Total % of the board	41.67%

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.

OTHER EXTERNAL DIRECTORS

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	Reaso	Company, officer or shareholder with which
director	ns	the director has ties
Mr. Geert Maurice	In recent years, he has	ArcelorMittal, S.A.
Van Poelvoorde	had a significant business
	relationship with the
	Company, Companies of
	its Group or with
	companies of the group of
	its significant shareholder
	as director and senior
	manager of an entity that
	is part of this relationship.
Mr. Gonzalo Urquijo	He was a director of the	Gestamp Automoción, S.A.
Fernández de Araoz	Company for a continuous
	period of over 12 years.

Total number of other external directors	2
Total % of the board	16.67%

State the changes, if any, in the class of each director during the period:

Individual or company name of director	Date of change	Former class	Current class

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:

		Number of female directors			% of total directors of each class
	Year t	Year t	Year t	Year t	Year t	Year t	Year t	Year t
		1	2	3		1	2	3
Executive	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Proprietary	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Independent	1	0	0	0	8.33	0	0	0
Other external N/A		N/A	N/A	N/A	N/A	N/A	N/A	N/A
Total:	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

C.1.5 Explain any measures adopted, where applicable, to seek to include on the board of directors a number of women that allows for a balanced presence of men and women.

Article 7 of the Regulations of the Board establishes that the Board of Directors shall approve a director selection policy that favours knowledge, experience and gender diversity. Said policy was approved by the Board of Directors, on the proposal of the Nomination and Compensation Committee, in a meeting held on 14 December 2017. It sets out, among other aspects, the following inspirational principles that shall govern the director selection process:

• Equal treatment and transparency: The Board of Directors Selection Policy shall ensure a transparent director selection system that is not implicitly biased, providing the same opportunities to all qualified candidates.
• Diversity. The Board of Directors Selection Policy shall favour experience, knowledge and gender diversity.

Furthermore, the Board of Directors Selection Policy establishes that the Board of Directors shall ensure that the selection procedures of the members of the Board of Directors favour gender, experience and knowledge diversity, and that they entail no implicit biases that could involve any type of discrimination. In this respect, the policy states that the selection 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.

The Company started trading on the market in April 2017 and, in this short period of time, no vacancies have opened up on the Board of Directors and it has not been deemed necessary to increase the number of its members. As such, undertaking a selection process of which the aforementioned measures or new measures that favour a balanced presence of men and women has not been necessary.

C.1.6 Explain any measures, if appropriate, approved by the appointments 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:

As set out in Section C.1.5. of the Board of Directors Selection Policy, which was approved, on the proposal of the Nomination and Compensation Committee, by the Company's Board of Directors in a meeting held on 14 December 2017, equal treatment and diversity shall be inspirational principles of director 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. The guide was approved by the Board of Directors, on the proposal of the Nomination and Compensation Committee, in said meeting and it contains the main criteria that were followed, and that will be followed while no amendments are made, in designing the composition of the current Board of Directors.

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 the grounds, among others, of gender.

Furthermore, pursuant to the provisions under Article 41 of the Regulations of the Board of Directors, the duties of the Nomination and Compensation Committee include informing the Board of Directors on matters of gender diversity, establishing a target of representation for the least represented sex on the Board of Directors and drafting guidelines on how to achieve said target. Given that the Company went public in April 2017, the Committee has had no reason to establish representation target for the least represented sex. However, it has set the objective to undertake this task in the next financial year.

If there are few or no female directors despite any measures adopted, if applicable, describe the reasons why:

Given the short period of time between the admission of the Company to trade its shares and the end of the 2017 financial year, a representation target of the least represented sex has not been set. Furthermore, as from the date in which the management body of the Company was formed, no vacancy has opened up on the Board of Directors that has given rise to the application of the Board of Directors Selection Policy.

C.1.6.bis Explain the conclusions of the appointments committee regarding

verification of compliance with the director selection policy. In particular, explain how said policy is fostering the goal that the number of female directors represents at least 30% of all members of the board of directors by 2020.

The Board of Directors Selection Policy was approved by the Board of Directors on 14 December 2017. As a year had not elapsed since its approval and no vacancy had opened up that gave rise to its application, the Nomination and Compensation Committee has not had the opportunity to verify compliance with said policy. However, the Nomination and Compensation Committee envisages verifying its compliance during the forthcoming financial years.

C.1.7 Explain the form of representation on the board of shareholders with significant holdings.

As set out in Section C.1.3. of this Annual Corporate Governance Report, the proprietary directors of the Company represent Acek Desarrollo y Gestión Industrial, S.L., a shareholder with 71.271% of the share capital of the Company.

Notwithstanding the foregoing, it is hereby stated that the appointments of Mr. Noboru Katsu and Mr. Tomofumi Osaki were proposed by Mitsui & Co. Ltd., to Acek Desarrollo y Gestión Industrial, S.L., pursuant to the provisions in the agreement between shareholders formalised between Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd., and Gestamp 2020, S.L.

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:

Yes □ No ☒

Individual or company name of	Explanati
shareholder	on

C.1.9 State if any director has withdrawn from his or her position before the expiration of the director's term of office and if the director has given reasons to the board and by what means, and in the event that the director gave reasons in writing, describe at least the reasons given:

Name of director	Reason for withdrawal

C.1.10 State, if applicable, any powers delegated to the managing director(s):

Individual or company name of director	Brief description
Mr. Francisco José Riberas Mera	In a meeting held on 3 March
	2017, the Board of Directors of
	the Company appointed Mr.
	Francisco José Riberas Mera as
	CEO, delegating to him all the
	powers inherent to the Board of
	Directors, including executive
	powers, but excluding powers
	that could not be delegated by
	law or under the By-laws.

C.1.11 Identify, if applicable, the members of the board who are directors or officers of other companies that form part of the listed company's group:

Individual or company name of director	Name of entity within the group	Posit ion	Does he/she have executive duties?
Mr. Francisco José Riberas Mera.	Adral Matricería y Puesta a Punto, S.L.	Representative (natural person) of sole director (legal person)	YES
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	Chairman	YES
Mr. Francisco José Riberas Mera.	Autotech Engineering, AIE	Chairman	YES
Mr. Francisco José Riberas Mera.	Gestamp Tooling Erandio, S.L.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Beyçelik Gestamp Otomotiv Sanayi Anonim Sirketi	Vice-President	NO
Mr. Francisco José Riberas Mera.	CP Projects limited	Board Member YES
Mr. Francisco José Riberas Mera.	Die de Die Development, S.L.	Representative (natural person) of Sole Director (legal person).	YES
Mr. Francisco José	Edscha Automotive	Chairman	YES

Riberas Mera.	Components
	(Kunshan) Co., Ltd
Mr. Francisco José		Joint and
Riberas Mera.	Edscha Automotive	Several
	Hauzenberg, GmbH	Director	YES
Mr. Francisco José		Joint and
Riberas Mera.	Edscha Automotive	Several
	Hengersberg, GmbH	Director	YES
Mr. Francisco José Riberas Mera.	Edscha Automotive Italia, S.R.L	Chairman	NO
Mr. Francisco José	Edscha Automotive	Joint and Several
Riberas Mera.	Kamenice, S.R.O.	Director	YES
Mr. Francisco José	Edscha Automotive
Riberas Mera.	Michigan, INC	Sole Director	YES
Mr. Francisco José	Edscha Automotive
Riberas Mera.	SLP, S.A.P.I. DE C.V. Chairman		YES
Mr. Francisco José
Riberas Mera.	Edscha Briey, S.A.S.	Chairman	YES
		Representative
		(natural
Mr. Francisco José		person) of sole
Riberas Mera.		director (legal
	Edscha Burgos, S.A.	person)	YES
Mr. Francisco José	Edscha Engineering
Riberas Mera.	France, S.A.S	Chairman	YES
		Joint and
Mr. Francisco José	Edscha Engineering,	Several
Riberas Mera.	GmbH	Director	YES
	Edscha Hauzenberg	Joint and
Mr. Francisco José	Real Estate, GmbH &	Several
Riberas Mera.	Co KG	Director	YES
	Edscha Hengersberg	Joint and
Mr. Francisco José	Real Estate, GmbH &	Several
Riberas Mera.	Co KG	Director	YES
		Joint and
Mr. Francisco José	Edscha Holding,	Several
Riberas Mera.	GmbH	Director	YES
		Joint and
Mr. Francisco José		Several
Riberas Mera.	Edscha Hradec, S.R.O.	Director	YES
	Edscha	Joint and
Mr. Francisco José	Kunststofftechnik,	Several
Riberas Mera.	GmbH	Director	YES
		Representative
Mr. Francisco José		(natural
Riberas Mera.		person) of sole
	Edscha Santander,	director (legal
	S.A.	person)	YES
Mr. Francisco José		Joint and
Riberas Mera.	Edscha Velky Meder,	Several
	S.R.O.	Director	YES
Mr. Francisco José
Riberas Mera.	Gestamp 2008, S.L.	Chairman	YES
Mr. Francisco José	Gestamp Finance	Joint and	YES

Riberas Mera.	Slovakia, S.R.O.	Several
		Director
		Representative
		(natural
Mr. Francisco José	Almussafes	person) of sole
Riberas Mera.	Mantenimiento de	director (legal
	Troqueles, S.L.	person)	YES
		Representative
		(natural
Mr. Francisco José		person) of sole
Riberas Mera.		director (legal
	Gestamp Palau, S.A.	person)	YES
	Gestamp Automotive
Mr. Francisco José	Sanand, Private
Riberas Mera.	Limited	Board Member NO
Mr. Francisco José	Gestamp Automotive
Riberas Mera.	India, Private Limited Board Member NO
Mr. Francisco José	Gestamp Holding
Riberas Mera.	Mexico, S.L	Chairman	YES
Mr. Francisco José	Gestamp Holding
Riberas Mera.	Argentina, S.L	Chairman	YES
	Gestamp
Mr. Francisco José	Autocomponents
Riberas Mera.	Dongguan, Co. Ltd	Chairman	NO
	Gestamp
Mr. Francisco José	Autocomponents
Riberas Mera.	Kunshan, Co. Ltd	Chairman	NO
Mr. Francisco José		Sole
Riberas Mera.	Gestamp Abrera, S.A.	administrator	YES
Mr. Francisco José	Gestamp Aguas
Riberas Mera.	calientes, S.A. de C.V.	Chairman	NO
Mr. Francisco José	Gestamp Alabama,	Sole
Riberas Mera.	LLC	administrator	YES
Mr. Francisco José		Sole
Riberas Mera.	Gestamp Aragón, S.A.	administrator	YES
	Gestamp Aveiro
Mr. Francisco José	Industria e acessorios
Riberas Mera.	de Automoveis, S.A.	Chairman	YES
		Representative
		(natural
Mr. Francisco José		person) of sole
Riberas Mera.		director (legal
	Gestamp Bizkaia, S.A.	person)	YES
Mr. Francisco José	Gestamp Cartera de
Riberas Mera.	Mexico, S.A. de C.V.	Chairman	NO
Mr. Francisco José
Riberas Mera.	Gestamp Cerveira, Lda Board Member YES
Mr. Francisco José	Gestamp Chattanooga,	Sole
Riberas Mera.	LLC	administrator	YES
Mr. Francisco José		Sole
Riberas Mera.	Gestamp Esmar, S.A.	administrator	YES
Mr. Francisco José	Gestamp Finance
Riberas Mera.	Slovakia, s.r.o.	Board Member YES
Mr. Francisco José	Gestamp	Representative
Riberas Mera.	Galvanizados, S.A.	(natural	YES

		person) of sole
		director (legal
		person)
		Representative
Mr. Francisco José		(natural
Riberas Mera.		person) of sole
	Gestamp Global	director (legal
	Tooling, S.L.	person)	YES
Mr. Francisco José		Joint and
Riberas Mera.	Gestamp Griwe	Several
	Haynrode, GmbH	Director	YES
		Joint and
Mr. Francisco José	Gestamp Griwe	Several
Riberas Mera.	Westerburg, GmbH	Director	YES
Mr. Francisco José		Sole
Riberas Mera.	Gestamp Hardtech, Ab	administrator	YES
Mr. Francisco José	Gestamp Holding
Riberas Mera.	China, Ab	Board Member YES
Mr. Francisco José	Gestamp Holding
Riberas Mera.	Rusia, S.L.	Chairman	YES
Mr. Francisco José	Gestamp Hungária Kft Sole Director		YES
Riberas Mera.
Mr. Francisco José	Gestamp Ingeniería	Sole Director	YES
Riberas Mera.	Europa Sur, S.L.
Mr. Francisco José
Riberas Mera.	Gestamp Kartek Corp. Chairman		YES
Mr. Francisco José
Riberas Mera.	Gestamp Levante, S.A. Sole Director		YES
		Representative
		(natural
Mr. Francisco José	Gestamp Linares, S.A.	person) of sole	YES
Riberas Mera.		director (legal
		person)
Mr. Francisco José
	Gestamp Louny S.R.O.Sole Director		YES
Riberas Mera.
Mr. Francisco José	Gestamp
Riberas Mera.	Manufacturing	Sole Director	YES
	Autochasis, S.L
Mr. Francisco José	Gestamp Mason, LLC	Sole Director	YES
Riberas Mera.
Mr. Francisco José	Gestamp Metalbages,
Riberas Mera.	S.A.	Sole Director	YES
	Gestamp Mexicana De
Mr. Francisco José	Servicios Laborales,	Chairman	NO
Riberas Mera.	S.A. De C.V.
	Gestamp Mexicana De
Mr. Francisco José	Servicios Laborales II,	Chairman	NO
Riberas Mera.	S.A. De C.V.
Mr. Francisco José	Gestamp Navarra, S.A.Sole Director		YES
Riberas Mera.
Mr. Francisco José	Gestamp North	Chairman	YES
Riberas Mera.	America, Inc.
Mr. Francisco José	Gestamp North	Representative
Riberas Mera.	Europe Services, S.L.	(natural	YES
		person) of sole

		director (legal
		person)
Mr. Francisco José Riberas Mera.	Gestamp Noury S.A.S	Chairman	YES
Mr. Francisco José Riberas Mera.	Gestamp Palencia, S.A.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Polska Sp. Z. O. O.	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp Puebla II, S.A. De C.V.	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Puebla S.A. De C.V.	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Ronchamp, S.A.S.	Chairman	YES
Mr. Francisco José Riberas Mera.	Gestamp Services India Private Limited	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Gestamp Servicios Laborales De Toluca S.A. De C.V	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Servicios, S.A.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Solblank Barcelona, S.A.	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp Solblank Navarra, S.L.U	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp South Carolina, LLC	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp Automotive Chennai Private Limited	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Sweden, A.B. Sole Director		YES
Mr. Francisco José Riberas Mera.	Gestamp Tech, S.L.	Sole Director	YES
Mr. Francisco José Riberas Mera.	Gestamp Toledo, S.A.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Toluca S.A. De C.V.	Chairman	NO
Mr. Francisco José Riberas Mera.	Gestamp Tool Hardening, S.L.	Representative (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Tooling Services, A.I.E.	Representative (natural	YES

		person) of Managing Director/Chair man (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 (natural person) of sole director (legal person)	YES
Mr. Francisco José Riberas Mera.	Gestamp Washington Uk Limited	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Gestamp West Virginia, LLC	Sole Director	YES
Mr. Francisco José Riberas Mera.	Automotive Chassis Products Uk Limited	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Gestamp Metal Forming (Wuhan) Ltd.	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Gestamp Prisma, S.A.S.	Chairman	YES
Mr. Francisco José Riberas Mera.	Gestamp Tallent Limited	Managing Director/Chair man	YES
Mr. Francisco José Riberas Mera.	Beyçelik Gestamp Şasi Otomotiv	Vice-President	NO
Mr. Francisco José Riberas Mera.	Gestamp Wroclaw Sp.Z.O.O.	Sole Director	YES
Mr. Francisco José Riberas Mera.	Sofedit S.A.S.	Chairman	YES
Mr. Francisco José Riberas Mera.	Ingeniería Global Metalbages, S.A.U	Sole Director	YES
Mr. Francisco José Riberas Mera.	Loire, Safe	Representative (natural person) of Managing Director/Chair man (legal person)	YES
Mr. Francisco José Riberas Mera.	MPO Prodivers Rezistent, Srl	Board Member NO
Mr. Francisco José Riberas Mera.	Çelik Form Gestamp Otomotiv, A.S.	Vice-President	NO
Mr. Francisco José Riberas Mera.	Beyçelik Gestamp Teknoloji Ve Kalip Sanayi Anonim Şirketi	Board Member NO
Mr. Francisco José Riberas Mera.	Matricería Deusto, S.L	Representative (natural person) of	YES

		Managing
		Director/Chair
		man (legal
		person)
Mr. Francisco José	Metalbages Aragón
Riberas Mera.	P21, S.L.U.	Sole Director	YES
Mr. Francisco José	Mexicana De Servicios
Riberas Mera.	Laborales S.A. De C.V. Chairman		NO
		Representative
	Societe Civile	(natural
Mr. Francisco José	Inmobilière De	person) of sole	YES
Riberas Mera.	Tournan	director (legal
		person)
	Gestamp Pune
Mr. Francisco José	Automotive Private	Chairman	NO
Riberas Mera.	Limited
Mr. Francisco José
Riberas Mera.	Todlem, S.L	Chairman	YES
		Representative
		(natural
		person) of
Mr. Francisco José	Gestamp Try Out	Managing	YES
Riberas Mera.	Services, S.L	Director/Chair
		man (legal
		person)
Mr. Francisco José
Riberas Mera.	Mursolar 21, S.L	Chairman	YES
		Representative
		(natural
Mr. Francisco José	Gestamp 2017, S.L.U.	person) of sole	YES
Riberas Mera.		director (legal
		person)
Mr. Francisco José	Gestamp Technology
Riberas Mera.	Institute, S.L.	Sole Director	YES
	Gestamp Tooling
Mr. Francisco José	Engineering	Sole Director	YES
Riberas Mera.	Deutschland GmbH
		Joint and
Mr. Francisco José	Gestamp	Several	YES
Riberas Mera.	Umformtechnik GmbH	Director
Mr. Francisco José	Gestamp Chattanooga
Riberas Mera.	II, LLC	Sole Director	YES
Mr. Francisco José	Autotech Engineering
Riberas Mera.	R&D USA, Inc.	Sole Director	YES
Mr. Francisco José	Edscha Automotive
Riberas Mera.	Slp, S.A.P.I. De C.V.	Chairman	NO
Mr. Francisco José	Edscha Automotive Slp Servicios
		Chairman	NO
Riberas Mera.	Laborales, S.A.P.I. De
	C.V.
Mr. Francisco José	Gestamp Auto
Riberas Mera.	Components (Wuhan)	Chairman	YES
	Co., Ltd.
Mr. Francisco José	Gestamp Auto	Chairman	YES
Riberas Mera.	Components

	(Chongqing) Co., Ltd.
	Gestamp Auto
Mr. Francisco José	Components	Chairman	YES
Riberas Mera.	(Shenyang) Co., Ltd.
Mr. Francisco José	Gestamp Auto
Riberas Mera.	Components (Tianjin)	Chairman	YES
	Co., Ltd.
Mr. Francisco José	Gestamp Nitra, S.R.O. Sole Director		YES
Riberas Mera.
Mr. Francisco José	Gestamp San Luis Potosí, S.A.P.I. De C.VChairman		NO
Riberas Mera.
Mr. Francisco José	Gestamp San Luis Potosí Servicios
Riberas Mera.	Laborales, S.A.P.I. De	Chairman	NO
	C.V.
Mr. Francisco José	Gestamp Washtenaw,
Riberas Mera.	LLC	Sole Director	YES
Mr. Francisco José	Autotech Engineering
Riberas Mera.	(Shanghai) Co., Ltd.	Chairman	YES
Mr. Francisco José	Gestamp Hot
Riberas Mera.	Stamping Japan Co.	Chairman	YES
	Ltd.
Mr. Francisco José	Gestamp (China)	Chairman	YES
Riberas Mera.	Holding Co., Ltd
Mr. Francisco José	Gestamp Autotech	Sole	YES
Riberas Mera.	Japan K.K	administrator
Mr. Francisco López Peña.	Autotech Engineering, Aie	Secretary	NO
	Beyçelik Gestamp
Mr. Francisco López	Otomotiv Sanayi	Board Member NO
Peña.	Anonim Sirketi
Mr. Francisco López	Edscha Automotive	Joint and
Peña.	Hauzenberg, GmbH	Several	YES
		Director
Mr. Francisco López	Edscha Automotive Hengersberg, GmbH	Joint and
Peña.		Several	YES
		Director
Mr. Francisco López Peña.	Edscha Automotive Italia, S.R.L	Board Member NO
		Joint and
Mr. Francisco López	Edscha Automotive	Several
Peña.	Kamenice, S.R.O.	Director	YES
Mr. Francisco López	Edscha Engineering
Peña.	France, S.A.S	Board Member YES
Mr. Francisco López		Joint and
Peña.	Edscha Engineering,	Several
	GmbH	Director	YES
Mr. Francisco López	Edscha Hauzenberg	Joint and
Peña.	Real Estate, GmbH &	Several
	Co KG	Director	YES
Mr. Francisco López	Edscha Hengersberg Real Estate, Gmbh &	Joint and Several
Peña.	Co KG	Director	YES
Mr. Francisco López	Edscha Holding,	Joint and
Peña.	GmbH	Several	YES

		Director
		Joint and
Mr. Francisco López		Several
Peña.	Edscha Hradec, S.R.O.	Director	NO
	Edscha	Joint and
Mr. Francisco López	Kunststofftechnik,	Several
Peña.	Gmbh	Director	YES
		Joint and
Mr. Francisco López	Edscha Velky Meder,	Several
Peña.	S.R.O.	Director	YES
Mr. Francisco López
Peña.	Gestamp 2008, S.L.	Board Member NO
		Joint and
Mr. Francisco López	Gestamp Finance	Several
Peña.	Slovakia, S.R.O.	Director	YES
	Gestamp Automotive
Mr. Francisco López	Sanand, Private
Peña.	Limited	Board Member NO
Mr. Francisco López	Gestamp Automotive
Peña.	India, Private Limited Board Member NO
Mr. Francisco López	Gestamp Holding
Peña.	Mexico, S.L	Board Member NO
Mr. Francisco López	Gestamp Holding
Peña	Argentina, S.L	Board Member NO
	Gestamp
Mr. Francisco López	Autocomponents
Peña.	Dongguan, Co. Ltd	Board Member NO
	Gestamp
Mr. Francisco López	Autocomponents
Peña.	Kunshan, Co. Ltd	Board Member NO
	Gestamp Auto
Mr. Francisco López	Components
Peña.	(Shenyang) Co., Ltd.	Board Member NO
	Gestamp Auto
Mr. Francisco López	Components (Tianjin)
Peña.	Co., Ltd.	Board Member NO
Mr. Francisco López Peña.	Gestamp Aguas calientes, S.A. De C.V. Vice-President		NO
Mr. Francisco López	Gestamp Aveiro Industria E Acessorios
Peña.	De Automoveis, S.A.	Board Member NO
Mr. Francisco López	Gestamp Cartera De
Peña.	Mexico, S.A. De C.V.	Vice-President	NO
Mr. Francisco López
Peña.	Gestamp Cerveira, Lda Board Member NO
Mr. Francisco López	Gestamp Holding
Peña.	China, Ab	Board Member NO
Mr. Francisco López	Gestamp Holding	Board Member NO
Peña.	Rusia, S.L.
Mr. Francisco López	Gestamp Kartek Corp. Board Member NO
Peña.
Mr. Francisco López	Gestamp Mexicana De
Peña.	Servicios Laborales,	Vice-President	NO
	S.A. De C.V.

Mr. Francisco López	MPO Prodivers
Peña.	Rezistent, Srl	Board Member NO
Mr. Francisco López	Çelik Form Gestamp	Board Member NO
Peña.	Otomotiv, A.S.
Mr. Francisco López	Beyçelik Gestamp
Peña.	Teknoloji Ve Kalip	Board Member NO
	Sanayi Anonim
	Şirketi
Mr. Francisco López	Gestamp Mexicana De
Peña.	Servicios Laborales II,	Vice-President	NO
	S.A. De C.V.
Mr. Francisco López	Gestamp North	Board Member NO
Peña.	America, Inc.
Mr. Francisco López	Gestamp Puebla II,	Vice-President	NO
Peña.	S.A. De C.V.
Mr. Francisco López Peña.	Gestamp Puebla S.A. De C.V.	Vice-President	NO
	Gestamp Servicios
Mr. Francisco López	Laborales De Toluca	Vice-President	NO
Peña.	S.A. De C.V
	Gestamp Automotive
Mr. Francisco López	Chennai Private	Board Member NO
Peña.	Limited
Mr. Francisco López	Gestamp Toluca S.A.
Peña.	De C.V.	Vice-President	NO
Mr. Francisco López	Gestamp Vendas
Peña.	Novas Unipessoal, Lda Board Member NO
Mr. Francisco López	Gestamp Metal
Peña.	Forming (Wuhan) Ltd. Board Member NO
Mr. Francisco López	Gestamp Tallent	Board Member NO
Peña.	Limited
Mr. Francisco López	Gestamp	Joint and
Peña.	Umformtechnik GmbH	Several	NO
		Director
Mr. Francisco López		Joint and
Peña.	GMF Holding GmbH	Several Director	YES
Mr. Francisco López	Beyçelik Gestamp Şasi
Peña.	Otomotiv	Board Member NO
Mr. Francisco López	Mexicana De Servicios
Peña.	Laborales S.A. De C.V. Vice-President		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	Gestamp Auto
Peña.	Components (Wuhan)	Board Member NO
	Co., Ltd.
Mr. Francisco López	Gestamp Auto
Peña.	Components	Board Member NO
	(Chongqing) Co., Ltd.
Mr. Francisco López	Gestamp San Luis Potosí, S.A.P.I. De C.VVice-President		NO
Peña.
Mr. Francisco López Gestamp San Luis		Vice-President	NO

Peña.	Potosí Servicios
	Laborales, S.A.P.I. De
	C.V.
Mr. Francisco López	Gestamp Hot
Peña.	Stamping Japan Co.	Board Member NO
	Ltd.
Mr. Francisco López	Gestamp (China)
Peña.	Holding Co., Ltd	Board Member NO
	Beyçelik Gestamp
Mr. Juan María	Otomotiv Sanayi
Riberas Mera.	Anonim Sirketi	Board Member NO
Mr. Juan María
Riberas Mera.	CP Projects Limited	Board Member YES
Mr. Juan María	Gestamp Automotive
Riberas Mera.	India, Private Limited Board Member NO
Mr. Juan María	Gestamp Holding
Riberas Mera.	Mexico, S.L	Board Member NO
Mr. Juan María	Gestamp Cartera De
Riberas Mera.	Mexico, S.A. De C.V.	Secretary	NO
	Gestamp Mexicana De
Mr. Juan María	Servicios Laborales,	Secretary	NO
Riberas Mera.	S.A. De C.V.
Mr. Juan María	Gestamp Puebla II,
Riberas Mera.	S.A. De C.V.	Secretary	NO
Mr. Juan María	Gestamp Puebla S.A.
Riberas Mera.	De C.V.	Secretary	NO
	Gestamp Servicios
Mr. Juan María	Laborales De Toluca	Secretary	NO
Riberas Mera.	S.A. De C.V
Mr. Juan María	Gestamp Toluca S.A.
Riberas Mera.	De C.V.	Secretary	NO
Mr. Juan María	Gestamp Holding
Riberas Mera	Argentina, S.L	Board Member NO
Mr. Juan María	Gestamp Holding
Riberas Mera.	Rusia, S.L.	Board Member NO
Mr. Juan María	Gestamp North
Riberas Mera.	America, Inc.	Board Member NO
Mr. Juan María	Beyçelik Gestamp Şasi
Riberas Mera.	Otomotiv	Board Member NO
	Gestamp Mexicana De
Mr. Juan María	Servicios Laborales	Secretary	NO
Riberas Mera.	S.A. De C.V.
	Gestamp Mexicana De
Mr. Juan María	Servicios Laborales II,	Secretary	NO
Riberas Mera.	S.A. De C.V.
Mr. Juan María
Riberas Mera.	Todlem, S.L	Secretary	NO
Mr. Juan María	Gestamp San Luis	Secretary of the
Riberas Mera.	Potosí, S.A.P.I. De C.V	Board	NO
	Gestamp San Luis
Mr. Juan María	Potosí Servicios	Secretary of the
Riberas Mera.	Laborales, S.A.P.I. De	Board	NO
	C.V.
Mr. Noboru Katsu.	Gestamp Holding	Board Member NO

	Mexico, S.L
	Gestamp Holding
Mr. Noboru Katsu.	Argentina, S.L	Board Member NO
	Gestamp North
Mr. Noboru Katsu.	Board Member NO America, Inc.
Mr. Tomofumi	Gestamp Holding
Osaki.	Mexico, S.L	Board Member NO
Mr. Tomofumi	Gestamp Holding
Osaki	Argentina, S.L	Board Member NO
Mr. Tomofumi	Gestamp North
Osaki.	America, Inc.	Board Member NO

C.1.12 Identify, if applicable, the directors of your company who are members of the board of directors of other companies listed on official stock exchanges, other than those of your group, that have been reported to your company:

Individual or company name of director	Name of listed company	Posit ion
Ms. Ana García Fau	Merlin Properties Socimi, S.A.	Director
	Technicolor, S.A.	Director
	Eutelsat Communications, S.A.	Director
Mr. Francisco López Peña	CIE Automotive, S.A.	Director
Mr. Francisco José Riberas Mera CIE Automotive, S.A.		Director
	Global Dominion Access, S.A.	Director
	Telefónica, S.A.	Director
Mr. Juan María Riberas Mera	CIE Automotive, S.A.	Director
Mr. Pedro Sainz de Baranda Riva	Zardoya Otis, S.A.	Director
Mr. Gonzalo Urquijo Fernández	Abengoa, S.A.	Chairman
de Araoz	Vocento, S.A.	Director
	Atlantica Yield, Plc.	Director

C.1.13 State and, if applicable, explain whether or not the regulations of the board establish rules regarding the maximum number of company boards of which its directors may be members:

Yes ☒ No □

Pursuant to the provisions under Article 17 of the Regulations of the Board of Directors of the Company, neither natural persons who represent a director that is a legal entity, nor natural or legal persons 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, shall be directors. For that purpose, positions held in asset-holding companies shall be excluded from the count and companies belonging to the same group are to be considered as one company.

C.1.14 Section eliminated.

C.1.15 State the overall remuneration of the board of directors:

	2,370
Remuneration of the board of directors (thousands of euros)
Amount of pension rights accumulated by the current	0
directors (thousands of euros)
Amount of pension rights accumulated by former	0
directors (thousands of euros)

C.1.16 Identify the members of the company's senior management who are not executive directors and state the total remuneration accruing to them during the financial year:

Individual or company name	Positi on/s:
Mr. Unai Agirre Mandaluniz	General Manager of the North Europe Division
Mr. Fernando Macias Mendizabal	General Manager of South Europe Division
Mr. Manuel López Grandela	General Manager of Mercosur Division
Mr. Juan Miguel Barrenechea Izarzugaza	General Manager of Technology, Tooling and Equipment Division, and General Manager of North America Division (see the explanatory note included in section H)
Ms. María José Armendariz Tellitu	General Manager of Chassis Division
Mr. Kevin Stobbs	General Manager of the Asia Division (see the explanatory note included in section H)
Mr. Torsten Greiner	General Manager of the Business Mechanism Unite (Edscha)
Mr. Manuel de la Flor Riberas	Corporate Manager of Human Resources
Mr. David Vázquez Pascual	Legal General Manager

Total senior management remuneration (in thousands of euros) 9,633

C.1.17 State, if applicable, the identity of the members of the board who are also members of the board of directors of significant shareholder companies and/or in entities of their group:

Individual or	Company name of	Positio
company name of	the significant	n
director	shareholder
Mr. Francisco José	Acek Desarrollo y Gestión	Joint Director
Riberas Mera	Industrial, S.L.
Mr. Juan María Riberas	Acek Desarrollo y Gestión	Joint Director
Mera	Industrial, S.L.

	Mr. Francisco López Peña Acek Desarrollo y Gestión	Director
	Industrial, S.L.
Mr. Noboru Katsu	Acek Desarrollo y Gestión	Director
	Industrial, S.L.
Mr. Tomofumi Osaki	Acek Desarrollo y Gestión	Director
	Industrial, S.L.

Describe, if applicable, any significant relationships, other than the ones stated above, of the members of the board of directors connecting them to significant shareholders and/or companies within their group:

Individual or company name of connected director	Individual or company name of connected significant shareholder	Description of relationship
Mr. Francisco José	Acek Desarrollo y	He has control of
Riberas Mera	Gestión Industrial, S.L.	Halekulani, S.L., a company
		that, together with the
		company Ion Ion, S.L.,
		controls the significant
		shareholder Acek Desarrollo
		y Gestión Industrial, S.L.
Mr. Juan María	Acek Desarrollo y	He has control of Ion Ion
Riberas Mera	Gestión Industrial, S.L.	S.L., a company that,
		together with the company
		Halekulani, S.L., controls
		the significant shareholder
		Acek Desarrollo y Gestión
		Industrial, S.L.

C.1.18 State whether or not the regulations of the board have been amended during the financial year:

Description of amendments
Yes □	No ☒

C.1.19 State the procedures for the selection, appointment, re-election, assessment, and removal of directors. Describe the competent bodies, procedures to be followed and the criteria to apply in each procedure.

Selection

The aim of the Board of Directors Selection Policy is to establish the criteria, procedures and mechanisms that allow, as a whole, the Board of Directors to bring together sufficient knowledge, skills and experience to ensure appropriate governance of the company at all times.

The selection process of possible directors is to be based on an analysis of the duties and the skills required to adequately meet the profile of knowledge, skills, diversity and knowledge of the Board of Directors, based on that set out in the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors. The analysis will be undertaken by the Board of Directors, with advice from the Nomination and Compensation Committee.

The outcome of such analysis will be set out in a justification report of the Board of Directors and of the Nomination and Compensation Committee. The justification report will be published on calling the General Shareholders' Meeting where the appointment or re-election of each director will be subject to ratification.

According to the needs to cover relating to the Board of Directors that the analysis detects, the Board of Directors, with support or guidance from the Nomination and Compensation Committee, will establish the minimum criteria that a candidate must meet to be considered in the selection process for the purpose of being appointed or re-elected as a member of the Board of Directors.

In the event of appointing independent directors, they may be considered as candidates from different external selection sources.

The Nomination and Compensation Committee, pursuant to the conducted prior analysis and establishment of the profile of potential director candidates, will submit a proposal to the Board of Directors regarding the appointment or re-election of independent directors and it will draw up a justification report on said proposal and on the proposal of the other directors.

The Board of Directors will analyse the proposal and the justification report submitted by the Nomination and Compensation Committee. It will consider all of the information available for such purpose and it may decide, if appropriate, to submit its own proposal, or that produced by the Nomination and Compensation Committee, to approval of the General Shareholders' Meeting or, if appropriate, to undertake the appointment by means of cooption.

Appointment and re-election

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. In the event of 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.

Assessment

Article 36 of the Regulations of the Board of Directors of the Company establishes that the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year, assessing the quality of its work, evaluating the effectiveness of its rules and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also assess (i) the undertaking of its functions by the Chairman 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.

Furthermore, Article 41 of the Regulations of the board of Directors of the Company, which governs the functions of the Nomination and Compensation Committee, establishes, in section h) that it shall be in charge of organising and coordinating the periodic assessment of the Chairman of the Board of Directors, as well as the periodic assessment of the Board of Directors, its Committees and of the Chief Executive of the Company.

Removal

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. Directors who step down from their position before the end of their term in office, shall send a letter setting out their reasons for such move to all of the members of the Board. Without prejudice to the publication of the resignation as a relevant fact, the reason for it shall be provided in this Report. 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, only the Board of Directors may propose their removal, before the expiry of the term under the Bylaws for which they were appointed, when there is just cause, a takeover bid, merger or another similar corporate transaction that entails a change in the capital structure, and prior report of the Nomination and Compensation Committee.

C.1.20 Explain the extent to which the self-assessment of the board has given rise to significant changes in its internal organisation and regarding the procedures applicable to its activities:

Pursuant to Article 36 of the Board Regulations, the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year, assessing the quality of its work, evaluating the effectiveness of its rules and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also assess (i) the undertaking of its functions by the Chairman 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.

However, given that in the first meeting of the 2017 financial year it was yet to be a limited listed company, the Company did not have the opportunity to conduct the abovementioned assessments in 2017.

C.1.20 bis Describe the process of self-assessment and the areas assessed by the board of directors, as it may be assisted by an external consultant, regarding diversity in its composition and powers, the operation and composition of its committees, the performance of the chairman of the board and chief executive officer, and the performance and contribution of each director.

This section is not applicable as the Board of Directors did not undertake the assessments referred to in the foregoing section due to the reasons also set out therein.

C.1.20 ter List, if applicable, any business relationships of the consultant or any company of its group with the company or any company of its group.

This section is not applicable as the Board of Directors did not undertake the assessments referred to in Section C.1.20 due to the reasons also set out therein.

C.1.21 State the circumstances under which the resignation of directors is mandatory.

As set out in Article 20 of the Regulations of the Board of Directors, directors shall relinquish their position in the following events:

• when the post, position or duties to which their appointments as executive directors were associated come to an end;
• in the case of proprietary directors, when the shareholders they represent dispose of their ownership interest in its entirety, or they do so in the number that would correspond in the event that said shareholders reduce their ownership interest in the Company;
• in the case of independent directors, when an event unexpectedly arises that prevents them, pursuant to the law, from continuing in their positions;
• when they are subject to any legally established incompatibility or prohibition;
• when the Board requests it with a member majority of at least twothirds:
  • when, having breached their obligations as directors, they are seriously reprimanded by the Board, prior proposal or report of the Nomination and Compensation Committee; or
  • when their continuance on the Board puts the interests of the Company at risk;
• when their continuance on the Board puts the interests of the

Company at risk.

• when they no longer have the honour, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance arises in the event the director is being investigated, indicted or tried in criminal proceedings for any offence and it is as such acknowledged by the Board of Directors, prior report of the Nomination and Compensation Committee, according to the social interest.
• C.1.22 Section eliminated.
• C.1.23 Are qualified majorities, different from the statutory majorities, required to adopt any type of decision?

Yes □ No ☒

If so, describe the differences.

Description of the differences

C.1.24 Explain whether or not there are specific requirements, other than the requirements relating to directors, to be appointed chairman of the board of directors.

Yes ☒ No □

Neither the By-laws nor the Regulations of the Board of Directors establishes specific requirements different from those relating to directors being appointed as Chairman of the Board of Directors. However, in accordance with the provisions in the Board of Directors Selection Policy, it must ensure the capacity of candidates, standing for the position of Chairman 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.1.25 State whether or not the chair has a tie-breaking vote:

Yes ☒ No □

Pursuant to the provisions under Article 36 of the Regulations of the Board of Directors, in the event of a tie break in the voting of any matter on the agenda of the Board of Directors' meetings, the Chairman shall have the casting vote.

C.1.26 State whether or not the by-laws or the regulations of the board set forth any age limit for directors:

No ☒

Age limit for the Chairman □

Age limit for the CEO □ Age limit for directors □

C.1.27 State whether or not the by-laws or the regulations of the Board establish any limit on the term of office for independent directors that is different than the term provided for by regulatory provisions:

Yes ☒ No □

Maximum number of terms	8

C.1.28 State whether or not the by-laws or the regulations of the Board establish any specific rules for proxy-voting 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 the provisions under Article 36 of the Regulations of the Board of Directors, in the event that the directors cannot attend sessions of Board of Directors in person, they may delegate their vote to another director, together with the instructions deemed appropriate.

In this respect, such representation shall be specially granted for each session through any of the means envisaged for the calling of meetings of the Board of Directors and the Chairman shall decide, where doubt exists, on the validity of the proxies granted by directors who do not attend the session.

Finally, non-executive directors shall only delegate their representation to another non-executive director.

C.1.29 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	8
Number of meetings of the board at which the	0
Chairman was not in attendance

If the Chairman is an executive director, state the number of meetings held without his or her presence in person or by proxy of any executive director and chaired by the coordinating director

0 Number of meetings
-------------------------

State the number of meetings held by the different committees of the board

<-- PDF CHUNK SEPARATOR -->

of directors during the financial year:

Number of meetings of the Executive or delegated Committee	N/A
Number of meetings of the Audit Committee	7
Number of meetings of the Nomination and Compensation Committee	4
Number of meetings of the Appointments Committee	N/A
Number of meetings of the Remuneration Committee	N/A
Number of meetings of the Committee	N/A

C.1.30 State the number of meetings that the board of directors has held during the financial year with the attendance of all of its members. Proxies granted with specific instructions shall be counted as attendance:

Number of meetings attended by all of the directors	5
% in attendance of total votes during the financial	96.87%
year

C.1.31 State whether or not the annual individual accounts and the annual consolidated accounts that are submitted to the board for approval are previously certified:

$$\mathbf{\color{red}{Yes}}\Box\qquad\qquad\qquad\mathbf{\color{red}{No}\boxtimes}$$

Identify, if applicable, the person/persons that has/have certified the annual individual and consolidated accounts of the company for preparation by the board:

Name	Posit ion

C.1.32 Explain the mechanisms, if any, adopted by the board of directors to avoid any qualifications in the audit report on the annual individual and consolidated accounts prepared by the board of directors and submitted to the shareholders at the general shareholders' meeting.

In accordance with the provisions under Article 15 and 40 of the Regulations of the Board of Directors of the Company, the Board of Directors shall seek to definitively prepare the financial statements in such a way that there is no qualification or reservation whatsoever by the auditors. However, when the Board of Directors considers that its criteria should be maintained, the Chairman of the Audit Committee shall explain to the shareholders the content and scope of said qualifications or reservations at the corresponding General Shareholders' Meeting where the financial statements are submitted for approval.

Furthermore, among the duties of the Audit Committee of the Company that

are set out in Article 40 of the Regulation of the Board of Directors, is 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 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 reservations in the annual audit reports.

Furthermore, the Audit Committee has to hold meetings with the external auditor without the presence of the finance department to ensure the auditing process of the individual and consolidated financial statements is correctly undertaken.

C.1.33 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	Representati ve
Mr. David Vázquez Pascual	N/A

• C.1.34 Section eliminated.
• C.1.35 State the specific mechanisms, if any, established by the company to preserve the independence of external auditors, financial analysts, investment banks, and of rating agencies.

Gestamp has established diverse mechanisms aimed at preserving the necessary independence as regards the auditing of the financial statements. 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 and risk management, and with the majority of independent directors –including the Chairman–), which consists of monitoring the independence of the auditor and, particularly, of receiving information on matters that could put such audit at risk.

For such purpose, Article 40 of the Regulation of the Board of Directors of Gestamp establishes that the Audit Committee is entrusted with the following duties:

• Submitting proposals on the selection, appointment, re-election and replacement of the auditor.
• Receiving information and studying issues that may put the independence of the auditor at risk.
• Issuing once a year, prior to issuance of the auditor's report, a report expressing an opinion about the independence of the auditor of the financial statements. It must also expressly discuss the additional services provided by the auditor.

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 Regulation of Board of Directors:

• The Boards relationship with the auditor of the Company's financial statements and of the group's consolidated statements, shall be channelled through the Audit Committee.
• To prevent the work-related remuneration of external auditors from compromising their quality and independence, the Board of Directors shall not propose the hiring of auditing firms when the fees envisaged (for all concepts) exceed ten per cent of the revenue of said firm in Spain in the previous financial year.
• The Board of Directors shall seek to shall seek to definitively prepare the financial statements without qualifications or reservations of the auditor; however, when the Board of Directors considers that its criteria should be maintained, the Chairman of the Audit Committee shall explain to the shareholders the content and scope of such qualifications or reservations at the corresponding General Shareholders' Meeting where the financial statements are submitted for approval.
• The plenary session of the Board of Directors shall hold a meeting once a year with the auditor of the financial statements, in which the auditor shall report on the work undertaken, the evolution of the accounting situation and the risks to the Company.

As regards the mechanisms established to preserve the independence of financial analysts, investment banks, and rating agencies, Articles 13 and 14 of the Regulations of the Board of Directors of Gestamp govern relationships with shareholders and markets, respectively.

Furthermore, Gestamp has established an area of Investor Relations through which consultations with and recommendations from analysts and investors, rating agencies, bondholders, as well as those relating to socially responsible investors (SRI). are undertaken. A telephone number and email address have been set up for such purpose.

C.1.36 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

If there has been any disagreement with the outgoing auditor, provide an

explanation:

Yes □ No □

Description of the disagreement

C.1.37 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:

	Company Name	Group	Total
Amount of other non-audit	0	712	712
work (thousands of euros)
Amount of non-audit work /	0	13.41%	13.41%
Aggregate amount invoiced by
the audit firm (%)

C.1.38 State whether the audit report on the financial statements for the prior financial year has observations or qualifications. If so, state the reasons given by the Chairman of the audit committee to explain the content and scope of such observations or qualifications.

Yes □	No ☒
-------	------	--

Explanation of reasons

C.1.39 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:

		Company Name	Group
Number of continuous financial years	19		16
		Company Name	Group

C.1.40 State whether or not there is any procedure for directors to hire external advisory services, and if so, describe it:

Article 28 of the Regulations of the Board of Directors grants all directors the power to request the services, paid for by the Company, of legal or accountingfinancial advisors or any other expert for the purpose of assisting them in undertaking their duties, provided the assignment entails matters of certain importance or complexity.

For that purpose, the directors shall send their request to the Secretary of the Board, who shall subject it to the prior authorisation of the Board of Directors, which may grant it if it is deemed: necessary for the undertaking of the duties of the directors; and that the specialist assistance requested cannot be undertaken by internal advisors.

C.1.41 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 □

As set out in Article 36 of the Regulations of the Board of Directors, the calling of ordinary sessions of the Board of Directors shall be undertaken at least five (5) days 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.

Furthermore, Article 22 of the Regulation 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 this respect, pursuant to the provisions under Articles 30 and 40 of the Regulations of the Board of Directors, the person in charge of channelling the flow of information is the Chairman of the Board of Directors, in collaboration with the secretary. As such, they shall ensure that the directors receive in good time all of the information necessary to deliberate on the points on the agenda of the meetings of the Board of Directors.

Without prejudice to the foregoing provisions relating to the preparation of the sessions of the Board of Directors, Article 27 of the Regulations of the Board of Directors grants directors the power to study the documentation deemed necessary, contact the persons in charge of the departments affected and to visit the corresponding facilities. For that purpose, the request shall be 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.1.42 State whether or not the company has established any rules requiring directors to inform the company —and, if applicable, resign from their position— in cases in which the credit and reputation of the company may be damaged:

Yes ☒ No □

Explain the rules

Pursuant to the provisions under Article 22 of the Regulations of the Board of Directors, among the duties of directors, is the duty to notify the Company of any type of judicial or administrative claim, or any other, in which they are involved that, due to its importance, could have a serious impact on the reputation of the Company. In particular, all directors shall inform the Company if the they are being investigated, indicted or tried in criminal proceedings for any offence and if any significant events relating to said proceedings occur.

Furthermore, Article 20 of the Regulation of the Board of Directors establishes the obligation of directors to relinquish their position and to formalise, if applicable, the corresponding resignation, when they no longer have the honour, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance arises in the event the director is being investigated, indicted or tried in criminal proceedings for any offence and it is as such acknowledged by the Board of Directors, prior report of the Nomination and Compensation Committee, according to the social interest.

C.1.43 State whether or not any director of the Board of Directors has notified the company that he or she has been indicted or tried in proceedings for any of the offences provided for under Article 213 of the Companies Act:

Yes □ No ☒

Name of director	Criminal case	Observations

State whether or not the board of directors has analysed the case. If so, provide a duly substantiated explanation of the decision adopted regarding whether or not the director should remain in office or, if applicable, describe the actions taken by the board of directors up to the date of this report or that it plans to take.

Yes □ No □

explanation

• C.1.44 Describe the significant agreements entered into by the company that go into effect, are amended, or terminate in the event of a change in control at the company as a result of a takeover bid, and effects thereof. No significant agreements have been made or entered into by the company that go into effect, are amended or terminate in the event of a change in the control of the Company as a result of a takeover bid.
• C.1.45 Identify on an aggregate basis and provide a detailed description of the agreements between the company and its management level and decisionmaking positions or employees that provide for indemnities, 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: 4 Type of beneficiary: Senior Management Description of agreement:

Firstly, one member of the Senior Management is the beneficiary of a 12 month notice period in the event the Company terminates the working relationship or, alternatively, severance pay equivalent to the sum of remuneration corresponding to one year's fixed and variable salary, which was in effect on the date of termination.

Secondly, one member of the Senior Management is the beneficiary of a gross severance equivalent to 12 months of the fixed and variable remuneration that was in effect on the date of termination, when it arose through a unilateral decision of the Company.

Aditionally, two members of the Senior Management are the beneficiaries of a gross severance equivalent to two (2) years of the fixed and variable remuneration that was in effect on the date of termination, when it arose through a unilateral decision of the Company.

State whether or not such agreements have to be reported to and/or approved by the decision-making bodies of the company or its group:

	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

C.2 Committees of the board of directors

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	Posit ion	Category

% of Executive Directors
% of Proprietary Directors
% of Independent Directors
% of other External Directors

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

State whether or not the composition of the executive or delegate committee reflects the participation of the different directors within the board based on their class:

Yes □ No □

If no, explain the composition of your executive or delegate committee

AUDIT COMMITTEE

Name	Posit ion	Category
Mr. Javier Rodríguez	Chairman	Independent
Pellitero
Mr. Juan María Riberas	Member	Proprietary
Mera
Ms. Ana García Fau	Member	Independent

% of Proprietary Directors	33.33%
% of Independent Directors	66.67%
% of other External Directors

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

The procedures and rules of organisation and functioning of the Audit

Committee are outlined in Article 39 of the Regulations of the Board of Directors. Furthermore, Article 40 of the Regulations of the Board of Directors, regulates the duties of the Audit Committee. For further information, see note included in Section H.

In relation to the activities carried out by the Audit Committee in financial year 2017, an activity report was drawn up 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 there is a General Shareholders' Meeting held. The activities undertaken by the Committee in the 2017 financial year include, among others, the revision of the financial information of the Company, as well as the approval of the Parent Company within the scope of the Internal Financial Reporting Control System (SCIIF in Spanish), the proposal –for its approval by the Board of Directors– of the Comprehensive Risk Management System Policy, the creation of the Company's Internal Audit Function, the approval of the Internal Audit Plan and the budget for the 2018 financial year and the review of the Risk Map.

Identify the director who is a member of the audit committee and who has been appointed taking into account the director's knowledge and experience in the areas of accounting, auditing, or both, and report the number of years that the Chairman of this committee has held office.

Name of director with experience	Ms. Ana García Fau
Number of years the Chairman has held the position	0

Name	Posit ion	Category
Mr. Alberto Rodríguez	Chairman	Independent
Fraile Díaz
Mr. Noboru Katsu	Member	Proprietary
Mr. Gonzalo Urquijo	Member	Other external
Fernández de Araoz		directors
Mr. Pedro Sainz de	Member	Independent
Baranda

NOMINATION AND COMPENSATION COMMITTEE

% of Proprietary Directors	25%
% of Independent Directors	50%
% of other External Directors	25%

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

The procedures and rules of organisation and functioning of the Nomination and Compensation Committee are outlined in article 39 of the Regulations of the Board of Directors. Meanwhile, article 41 of the Regulations of the Board of Directors, regulates the responsibilities of the Nomination and Compensation Committee. For further information, see note included in Section H.

In relation to the activities carried out by the Nomination and Compensation Committee in financial year 2017, an activity report was drawn up 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 there is a General Shareholders' Meeting held. Among other information, the activities report for the 2017 financial year includes the proposal, for approval by the Board of Directors, of the Board of Directors Selection Policy and the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors; or the proposal to appoint Mr. Alberto Rodríguez-Fraile Díaz as Coordinating Director of the Company.

APPOINTMENTS COMMITTEE

Name	Posit ion	Category

% of Proprietary Directors
% of Independent Directors
% of other External Directors

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

REMUNERATION COMMITTEE

Name	Posit ion	Category

% of Proprietary Directors
% of Independent Directors

|--|

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

COMMITTEE

Name	Positio n	Category

% of Executive Directors
% of Proprietary Directors
% of Independent Directors
% of other External Directors

Explain the duties assigned to this committee, describe the procedures and rules of organisation and functioning thereof, and summarise its most significant activities throughout the year.

C.2.2 Complete the following table with information on the number of female directors in the committees of the board of directors at the end of the last four financial years:

	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%)	N/A	N/A	N/A
Nomination and Compensation Committee	0 (0%)	N/A	N/A	N/A
appointments committee	0	0	0	0
remunerati on	0	0	0	0

committee
committee	0	0	0	0

C.2.3 Section eliminated.

• C.2.4 Section eliminated.
• C.2.5 State, if applicable, the existence of regulations of the board committees, where such regulations can be consulted, and the amendments made during the financial year. Also state in any annual report of the activities performed by each committee has been voluntarily prepared.

The Regulations of the Board of Directors thoroughly regulates the rules of composition and functioning, as well as the responsibilities of the Audit Committee and the Nomination and Compensation Committee, in accordance with the applicable legislation in force and the good governance practices of listed companies.

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.

Given that the Regulations of the Board of Directors have been approved recently, including all of the requirements laid down by the legislation in force and the Recommendations of Good Governance (excluding that outlined in section G of this report), so far there has been no need to amend its text.

The current Regulations of the Board of Directors may be consulted on the company's website (www.gestamp.com) in the sections "Investors and Shareholders", "Corporate Governance", "Board of Directors" and "Regulations of the Board".

Likewise, the Regulations of the Board of Directors are registered, and therefore available to interested party, in the National Securities Market Commission, and in the Trade Registry of Biscay.

The activities reports are drawn up by the respective Committees and approved by the Board of Directors to be made available to shareholders at the Annual General Shareholders' Meeting, in accordance with the provisions contained in article 39 of the Regulations of the Board of Directors.

C.2.6 Section eliminated.

RELATED-PARTY TRANSACTIONS AND INTRAGROUP TRANSACTIONS D

D.1 Explain, where applicable, the procedure for approving related-party and intragroup transactions.

Procedure for communicating the approval of related-parted transactions

Article 8 of the Regulations of the Board of Directors assigns the Company's Board of Directors, among other duties, the responsibility of approving transactions that the Company, or companies belonging to the Group, performs with Directors, major shareholders or shareholders represented in the Board of Directors of the Company or of other companies belonging to the Group, or with persons related to them, following 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.

Likewise, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. (company in which Acek Desarrollo y Gestión Industrial, S.L. has a 65% stake in the share capital) 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 regulates the relations between the Company, its subsidiaries, and its related parties, particularly the group of companies led by parent company Acek Desarrollo y Gestión Industrial, S.L., as well as the group of companies led by parent company Gonvarri Corporación Financiera, S.L. In this regard, the protocol defines the principles that all related-party transactions must follow, as well as the approval procedure for these transactions, which is the same as that set out in Article 529 ter of the Companies Act.

D.2 Describe the significant transactions in terms of amount or subject matter made between the company or entities belonging to its group, and the company's major shareholders:

Individual or company name of significant shareholder	Individual or company name of the company or entity within its group	Nature of the relationsh ip	Type of transact ion	Amount (thousands of euros)
Acek Desarrollo y Gestión Industrial, S.L.	Acek Desarrollo y Gestión Industrial, S.L.	Contractual	Reception of services	4,890
Acek Desarrollo y Gestión Industrial, S.L.	Grupo Holding Gomvarri, S.L.	Contractual	Purchase of goods finished or unfinished	1,127,844
Acek Desarrollo y Gestión Industrial, S.L.	Grupo Holding Gonvarri, S.L.	Contractual	Sale of goods finished or unfinished	43,097
Acek Desarrollo y Gestión Industrial, S.L.	Grupo Holding Gonvarri, S.L.	Contractual	Reception of services	17,398
Acek Desarrollo y Gestión Industrial, S.L.	Grupo Sideacero, S.L.	Contractual	Sale of goods finished or unfinished	189,269
Acek Desarrollo y Gestión Industrial, S.L.	Inmobiliaria Acek, S.L.	Contractual	Reception of services	2,043
Acek Desarrollo y Gestión Industrial, S.L.	Air Executive, S.L.	Contractual	Reception of services	1,275
	Acek Desarrollo Acek Desarrollo Contractual		Accrued	1,244

y Gestión	y Gestión		interests and
Industrial, S.L.	Industrial, S.L.		not paid
Acek Desarrollo	JSC Karelsky	Contractual	Accrued	1,673
y Gestión	Okatysh		interests and
Industrial, S.L.			not paid

D.3 Describe the insignificant transactions in terms of amount or subject matter made between the company or entities belonging to its group, and the company's directors or officers:

Individual or company name of the directors or officers	Individual or company name of related party	Relation	Nature of the transactio n	Amount (thousands of euros)
Mr. Francisco López Peña	N/A	Loan	Financing agreements: loan	3,000

D.4 Report on the significant transactions made by the company with other entities belonging to the same group, provided they are not eliminated in the preparation of the consolidated financial statements and they are not part of the ordinary course of business of the company insofar as their purpose and conditions are concerned.

In any case, report any intragroup transaction made with entities established in countries or territories considered to be tax havens:

Name of entity within	Brief description of	Amount
the group	transaction	(thousands of
		euros)

• D.5 State the amount of transactions made with other related parties.
• 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, officers, or significant shareholders.

Article 22 of the Regulation 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.

Furthermore, Articles 24, 25 and 26 of the Regulations the Board of Directors govern the duties of the directors as regards non-competence, the use of non-public information and of company assets and the benefitting 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 By-laws or in the Regulations of the Board of Directors of the Company.

D.7 Is more than one company of the group listed in Spain?

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Identify the subsidiaries listed in Spain:

Listed subsidiaries

State whether they have publicly and accurately defined their respective areas of activity and any business dealings between them, as well as between the listed subsidiary and other group companies.

Yes □ No □

Describe the possible business relationships between the parent company and the listed subsidiary, and between the subsidiary and the other companies within the group

Identify the mechanisms established to resolve possible conflicts of interest between the listed subsidiary and the other companies with the group:

Mechanisms to resolve possible conflicts of interests

RISK CONTROL AND MANAGEMENT SYSTEMS E

E.1 Explain the scope of the company's Risk Management System, including the system for managing tax risks.

The Group carries out its activities in many countries and regulatory, political and socio-economic environments, whereby it is exposed to different types of risks (strategic, operational, financial, compliance and reporting) that can affect its performance and which, consequently, should be mitigated in the most effective way possible, with the aim of facilitating fulfilment of strategies and set targets,

In this regard, the Group has a Comprehensive Risk Management System (SIGR in Spanish) that identifies, monitors and responds to the different types of financial and non-financial risks to which it is exposed, including within the category of financial or economic risks, those related to tax, contingent liabilities and other off-balance risks.

The SIGR 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 targets, providing shareholders, other stakeholders and the general market with an adequate level of guarantee that protects generated value.

This SIGR, which the Group continued to develop and evolve in 2017, is based on the COSO ERM model (a systematic and detailed approach that helps identify occurrences, evaluate, prioritise and respond to risks related to achieving business objectives), in the good practices referred to in the Code of Good of Good Governance for Listed Companies in the Technical Guide 3/2017 on Audit Committees of Public Interest Entities.

In order to facilitate and promote effective, integral and uniform management, the Group has defined the Comprehensive Risk Management System Policy (hereinafter: "SIGR 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 SIGR Policy, approved by the Board of Directors on 14 December 2017, covers the organisation, procedures and resources available to the Group to reasonably and effectively manage the risks to which it is exposed, thus making risk management and 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 identifies diverse risk categories, details the basic principles and guidelines for action that must be observed in risk management and control, specifies the bodies in charge of ensuring that the internal control and risk management systems function properly, defines their roles and responsibilities and the level of risk deemed acceptable.

The Group continuously tracks and monitors its most significant risks. For this purpose, it uses a Risk Map, which is set as a key element of the SIGR, providing an overall picture of the relevant risks of the organisation based on uniform criteria, thus facilitating early identification of any events that could generate them and enabling anticipatory action aimed at avoiding or, in the event of occurrence, minimising them. During the 2017 financial year, the Group updated its Corporate Risk Map in order to ensure that it responds to the Company's current situation and indeed represents a management tool that enables decisions to be made in an effective, informed manner.

E.2 Identify the decision-making bodies of the company responsible for preparing and implementing the Risk Management System, including the system for managing tax risks.

Although the Comprehensive Risk Management System is a process that affects and involves all the Group's personnel, those entrusted with safeguarding its smooth running and its functions are the following:

The Board of Directors.

It is responsible for approving the SIGR Policy and the levels of risk appetite, as well as periodically monitoring the internal information and risk control systems in order to make sure that they are in line with the Group's strategy. The Audit Committee.

It is responsible for periodically supervising and reviewing the internal control and risk management systems, so that the main risks are adequately identified, managed and reported, receiving support in this task from the Internal Audit and Risk Management Department.

The Risk Committees.

It is responsible for supporting the Board of Directors and the Audit Committee in their functions in relation with the control and management of risk. They are responsible for ensuring the proper functioning of the SIGR, as well as identifying, quantifying and managing the most significant risks that have an impact on their respective areas and the Group, ensuring that they are aligned with the established risk appetite.

Specific Risk Officers.

Their key responsibilities involve identifying and monitoring risks, reviewing the effectiveness of controls, overseeing action plans and collaborating on risks assessment and update.

The Internal Audit and Risk Management Department.

It holds the following basic responsibilities linked to the SIGR: to support the Audit Committee; coordinate risk identification and assessment processes by preparing and updating Risk Maps; and coordination with the Risk Committees and with the specific risk officers in charge of the risk measurement processes, controls, action plans and the necessary procedures to mitigate them.

Within the organisational structure, it reports directly to the Audit Committee, which guarantees autonomy and independence in its functions and in the responsible supervision of the risk control and management system.

E.3 Point out the key risks, including those of a tax nature, that could affect the achievement of business goals.

The Group defines a risk as any internal or external contingency that if materialised, would prevent or hinder the achievement of targets set by the organisation; to this end, it believes that a risk arises as a result of lost opportunities and/or strengths, as well as due to the emergence of a threat and/or reinforced weakness.

In this regard, the organisation is exposed to various risks inherent to different countries and markets in which it operates, which could stand in the way of it achieving its targets and successfully implementing its strategies. The Group has an SIGR and Risk Map, updated in 2017, which is used as a management tool to help the organisation identify and contextualise the risks that could have an adverse effect on corporate targets, and promotes and facilitates decision-making regarding actions required for mitigation.

Executive directors, representatives from all Divisions, Business Units and Corporate Departments within the Group took part in the process to identify and assess the risks that affect the entire Group. This process took into account the following risk factors, for which the Group has put in place monitoring and response plans and measures:

• Operational Risks. Those related with potential losses or a reduction in activity due to inadequacies or failures in operations, systems, resources or processes.
  • o Occupational health and safety risk, in view of the characteristics of activities performed in our plants.
  • o Cessation of client activity due to various internal or external factors including:
    • Supply problems of our suppliers.
    • Internal business conflicts.
    • Prolonged breakdown of machinery, tools or plants.
    • Technological risks: we work on the strength of the Security,

protecting the assets and systems of the Company from potential cyber-attacks.

• Serious accidents.
• Other sudden factors (meteorological disasters, earthquakes, floods, etc.).
• o Incidents linked to the quality of our products, with potential repercussions on cost and reputation.
• o Difficulties in hiring or replacing key staff, which is defined as executive staff in strategic positions, as well as highly qualified staff that are a valuable asset to the company.
• o Environmental risks: as an integral part of the automotive sector, we believe that our environmental impact must be analysed from the perspective of a vehicle's life-cycle beyond the direct impact generated purely in the manufacturing process.
• Strategic Risks. Those that may arise as a consequence of choosing a specific strategy, as well as those of an external or internal nature that may significantly affect the attainment of objectives, the reputation and/or vision of the Group in the long term. These include:
  • o Variances in the profitability of projects that could potentially occur during the launch of new projects as well as during the last phase of production.
  • o Political and economic instability in the different countries where the Group operates.
• Reporting Risks. Those related with the reliability in the preparation, collection and presentation of financial and non-financial information, both internal as well as external, relevant to the Group.
• Compliance Risks. Those related with the strict observance of legislation and regulations (external and internal), including tax-related, that affects the Group in the different markets and geographical areas in which it operates.

This category also includes those derived from potential legislative and regulatory changes, and the organisation's capacity to anticipate and ability to react such.

• Financial Risks. These include market risks, as well as contingent liabilities and other off-balance risks. The main risks in this scope to which the Group is exposed are:
  • o Fluctuating exchange rates affecting our operations in an international context.
  • o Fluctuating interest rates.
  • o Fluctuation of the price of raw materials, which may represent a significant part of the cost of our product.
• E.4 Identify whether the entity has a risk tolerance level, including one for tax risk.

Risk is an inherent feature of any business and opportunity that can be reduced, but

never fully eliminated: eliminating the risk also excludes the opportunity to generate value. 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, sustainability and risk.

In this regard, the level of risk tolerance, including tax risks, is defined at corporate level and developed in the SIGR Policy, approved by the Company's Board of Directors. The basic aim is to ensure that all risks that jeopardise compliance with the Group's strategies and targets are kept at a low-acceptable risk level.

The risk assessment scales (probability and impact) are updated at least once a year in order to adapt to the strategy and the changes within our business. These assessment scales cover the different strands of risk impact (financial, operational, regulatory framework and reputation) and entail suitable levels that allow for a standardised risk assessment. These scales are the basis for defining the Group's risk tolerance level.

E.5 State what risks, including tax risks, have materialised during the financial year.

The SIGR, along with the policies and risk control and management systems it develops, takes effective and anticipatory action on the risks inherent to the Group's activity materialised and draws up the relevant action plans.

E.6 Explain the plans for responding to and supervising the entity's main risks, including those of a tax nature.

The Group has defined an SIGR that entails organisation, procedures and resources, making it possible to identify, measure, assess, prioritise, and respond to risks to which the organisation is exposed. In this regard, two risk response levels can be determined: global mechanisms that respond to corporate risk management and other individual mechanisms that respond to each specific risk.

The global response mechanisms are defined and detailed in the SIGR Policy and, as stated in point E.2 of this section, are (brief outline):

• The Specific Risk Officers are responsible for identifying and monitoring the risks that jeopardise compliance with their aims.
• The Risk Committees, which ensure that the risks remain aligned with the established level of risk appetite, and report to the Audit Committee.
• The Board of Directors and Audit Committee in approving, monitoring and following up on the SIGR.
• The Internal Audit and Risk Management Department, which supports the Audit Commission and coordinates the risk identification and assessment processes, as well as the Risk Committees.

In terms of individual risk, the response plans are in line with the characteristics of each specific risk. The Group has individual control, management and monitoring mechanisms implemented at operational level, which work continuously throughout the day, are carried out by each and every member within the organisation, are integrated within the company's systems and processes, and make sure that operational activities carried out are ultimately aligned with the Group's aims and targets.

The Group currently has various units or departments that analyse, continuously monitor and provide response in various areas specialised in risk management, including: Internal control over financial reporting; Regulatory compliance; Corporate social responsibility; Quality; Operational control; Corporate security; Reporting systems risks; Occupational and environmental risk prevention, Tax risks and Insurance. These units and departments are integrated into the Group's SIGR.

INTERNAL RISK CONTROL AND MANAGEMENT SYSTEMS IN CONNECTION WITH THE PROCESS OF ISSUING FINANCIAL INFORMATION (ICFRS)

Describe the mechanisms making up the risk control and management systems with respect to the process of issuing the entity's financial information (ICFRS).

F.1 Control environment at the entity

F

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). The Regulations governing Gestamp's Board of Directors, approved on 3 March 2017, establish in Article 8, section 3.a), as one of the non-delegable competences of this governing body, the approval of the "control and risk management policy, including fiscal risks, as well as regarding the regular monitoring of the internal information and control systems."

In addition, the Company has developed a Policy regarding the Internal Control over Financial Reporting System, in which the managerial responsibilities and the general outline of each component of the ICFRS are assigned (control environment, risk assessment, control activities, reporting and communication and oversight);

The ICFRS Policy, formally approved by the Board of Directors of Gestamp on 3 March 2017, sets forth that the Group's Financial Management (through the Internal Control Function) is responsible for the design, implementation and operation of the ICFRS, promoting the importance of internal control.

Finally, oversight of the ICFRS is the responsibility of the Audit Committee. Article 40, section 6.b) of the Regulations of the Board of Directors sets forth that the Audit Committee has, among others, the competences of "overseeing the preparation process, integrity and presenting regulated financial reports on the Company, ensuring regulatory requirements are met and accounting criteria are correctly applied" and also "periodically reviewing the internal control and risk management systems, including fiscal risks, so that the main risks can be adequately identified, managed and reported". To do so, the Audit Committee relies on the Internal Audit Function which, in accordance with the Charter approved by the Audit Committee on 13 November 2017 and, in accordance with its annual audit plan approved by said Committee, must provide support in order to oversee the effectiveness of the ICFRS.

• F.1.2 Whether any of the following are in place, particularly as regards the financial information preparation process:
  • Departments and/or mechanisms in charge of: (i) the design and revision of the organisational structure; (ii) clearly defining the lines of responsibility and authority, with an appropriate distribution of work and duties; and (iii) ensuring that there are sufficient procedures for the proper dissemination thereof at the entity.

The Group's Human Resources Department, alongside the Group's Organisation Department and the President are the bodies in charge of defining and modifying the organisational structure of the Group at a high level. 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 Department in order to be validated and registered in the Human Resources Corporate System, the organisational management module SAP HCM. This corporate tool is currently being used in all countries where the Group actively operates, with the exception of France, which is currently in the implementation phase.

Any change in said structures is reflected in organisation charts published on the Gestamp intranet. These organisation charts graphically represent the relationships between the different Group departments.

For each role defined in the organisational chart, the corporate Human Resources Department has descriptions of high level roles called "jobs" which include the managers involved in the process of drawing up the financial reports. In addition, for 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.

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.

The Group has a Code of Conduct approved by the Chairman of Gestamp on 1 December 2011 and ratified by the Board of Directors on 22 January 2014.

The Code of Conduct sets out the standards of ethical conduct that the Group demands from all of its employees and it is available on the Group's website, where any user can download it.

After its launch, the Group presented the Code of Conduct to the Group employees, who were also asked to confirm receipt of the Code of Conduct online. At present, the Code of Conduct is included in the induction plan given to every new employee and adherence thereto is requested.

Regarding training, all Group employees 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:

• Online training (through the Gestamp Corporate University). When a new employee joins the Group, they automatically receive a notification to their email address inviting them to take the training on the Code of Conduct (available in all of the Group's languages), also receiving a copy of the Code of Conduct in electronic format. Moreover, this training course is permanently available and, therefore, it can be seen if any questions arise after the initial training.
• Face-to-face training. For cases where the employee does not have access to a device that allows them to carry out training online. The same documentation as that available in the online training programme is included in the induction plan for people who carry out this type of training.

In either of the two cases, the Group requests acknowledgment from the employee that they have carried out the training on the Code of Conduct; with regards to faceto-face training, this documentation will consist of physical acknowledgment 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, and on an annual basis, an external company will perform an audit to check, by interviewing a representative percentage of the staff at each company, their knowledge of the Code of Conduct. The questions include the existence of the Code of Conduct, its accessibility, if it is effective, etc. According to the results, the managers of the Human Resources Department identify whether it is necessary to implement a plan of action in relation to the Code of Conduct.

With regards to financial reporting, the Code includes a section on "Information management" which explicitly indicates that the honest, accurate and objective collection and presentation of information, whether financial or any other kind, is essential for Gestamp. Therefore:

• Employees must not falsify any kind of information, whether financial or any other kind.
• Employees must not deliberately enter any false or misleading data into any report, record, file or expenses claims.
• Employees must not accept contractual obligations on behalf of Gestamp that exceed the authority the company has given them.
• Employees must fully cooperate with auditors, ensuring the accuracy of the information provided.
• Reporting 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.

The body in charge of reviewing breaches of the Code of Conduct and of proposing corrective actions and penalties is the Ethics Committee.

The Group has two channels of communication for employee complaints and accusations.

On the one hand, there is the usual channel with the Human Resource managers by means of which employees can present their complaints and accusations. Each month, the Human Resource managers inform the person in charge of managing complaints at corporate level of the complaints among staff (Compliance Office). This person is part of the Group's Human Resources Department.

On the other hand, there is a reporting channel for complaints which can be used by Group staff, as well as by third parties, such as clients or suppliers, which offers increased confidentiality for the whistle-blower, distinguishing between:

• Internal channel: email address to a generic inbox that goes directly to the person in charge of managing complaints at corporate level (Compliance Office).
• External channel: a complaints channel has been available since December 2016 which is managed by an external company (SpeakUp Line), thus increasing the whistle-blower's trust and confidence with regards to confidentiality. Communication may take place via telephone, web form or email. It is available in 24/7 in over 200 languages. Communications are sent to the Compliance Office.

Both channels are available both on the Gestamp intranet and on the website.

The Group has an Ethics Committee that will ultimately study the complaints and claims received. The operation and regulation of said committee is contained in the Ethics Committee Regulations. Said Committee is made up of senior executives and an external advisor, holding ordinary biannual meetings which are documented in the minutes. The Ethics Committee Regulations set forth that said Committee directly reports to the Board of Directors.

The Ethics Committee Regulations also establish the indemnity of people who report acts in good faith and, in turn, safeguards the honour and presumed innocence of any employee amid malicious or unfounded reports.

In 2017, 121 reports were received, 117 of which were complaints regarding potential breaches and 4 were queries and suggestions. 19 complaints were received through the Representatives, 41 directly through the Compliance Office by email and 57 through Speak Up Line. None of these were related to the ICFRS.

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.

At the beginning of each financial year, the Training and Development Department pertaining to the Group's Human Resources Department draws up a training plan, together with each area including those that are part of the Finance Department. This plan includes the different external and internal training activities aimed at both members of the areas within the Group's Finance Department and also managers of the finance areas in each of the Group's countries and organisational units.

This plan covers both training activities in a business context and also specific programmes.

Business context training

Aimed at gaining further internal knowledge on each business activity and also on the different departments, with their respective activities, roles and responsibilities within the Group.

These activities include the corporate induction plan, training programmes

relating to Gestamp clients, products and technology, and training activities regarding the Group's internal processes and management systems.

Specific training

The Gestamp personnel involved in the processes related to drawing up the financial reports take part in training and update programmes on regulatory developments regarding the preparation and oversight of financial reporting, and also regarding the system implemented for internal control over financial reporting.

Furthermore, the Group's Economic-Finance Department implements specific training activities aimed at personnel in finance areas and other related areas of the Group in order to communicate, train or update any subject areas which, from an accounting and financial perspective, are relevant for preparing the financial reports.

Moreover, in a complementary manner, specific courses are provided by internal and external personnel on operation and functioning of the financial IT applications used for drawing up financial reports.

In February 2017, under the supervision of the Group's Finance Director and with the active participation of Group experts in the field of finance, internal control and risk management, the Gestamp Corporate University, belonging to the Human Resources Department, created the Financial Academy, the aim of which is to guarantee that all members of Gestamp know and understand the financial implications of their work, organising the Group's economic, financial and internal control knowledge under one training category and rolling out training sessions adapted to the degree of responsibility that each member of Gestamp has regarding the preparation and review of financial information.

To this end, in financial year 2017, work commenced with regards to establishing the training paths for four major areas of knowledge:

• Short-term finances.
• Management Control.
• Project analysis.
• ICFRS and Internal Control.

Therefore, in financial year 2017, there was a total of 5,567 hours of specific training and 232 training events given in which approximately 600 employees took part from the 21 countries where Gestamp operates. These training activities consist of regular training and update programmes for personnel involved in the preparation and oversight process with regards to financial reporting, and also in the evaluation of the ICFRS, covering accounting standards, auditing, internal control, and risk management, among other areas of knowledge.

F.2 Risk assessment of financial information

Indicate at least the following:

• F.2.1. What are the main features of the risk identification process, including the process of identifying the risks of error or fraud, with regards to:
  • Whether the process exists and is documented.

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 regards to the reliability of the regulated financial information.

The Group has a Policy regarding the Internal Control over the Financial Reporting System, approved by the Board of Directors on 3 March 2017 which includes, among other aspects, the general description of the system and its objectives, roles and responsibilities, the method for implementing the system for internal control over financial reporting and also the process to identify error or fraud risks in financial reporting, by defining the scope matrix of the ICFRS.

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.

The Group identified the financial reporting risks by analysing the information contained in the Group's audited consolidated financial statements at 31 December 2016, selecting the most relevant accounts and significant disclosures according to quantitative criteria.

For each of these accounts and significant disclosures, their associated critical processes and subprocesses have been established and the risks that could lead to errors and/or fraud in financial reporting have been identified, covering all of the financial reporting objectives (existence and occurrence; integrity; assessment; presentation and breakdown; and rights and obligations).

As a result of this evaluation, the Group has prepared a scope matrix for the ICFRS, which was approved by the Audit Committee on 24 July 2017. This scope matrix for the ICFRS, which will be updated on an annual basis, after the Consolidated Financial Statements have been prepared aims to identify the accounts and disclosures that have significant risks associated and which have a potential material impact on financial reporting.

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 regards to the scope of consolidation, the Chairman, the CEO, the Group's Legal Director and the Economic-Finance Director hold meetings as the Finance and Tax Committee, where they deal with topics relating to, among others, purchases or withdrawals of companies in which they have interests, as well as possible changes to be made regarding said interests. In the same way, in the event that the company is to be incorporated from the outset, this decision is also reviewed by this Committee.

The information for the incorporation of new companies or the modification of the state of those in existence is initially gathered by the Group's Legal Department, which is in charge of preparing the legal documentation required regarding the incorporation and updating of information on the scope.

Based on the information received by the Finance and Tax Committee, the Function charged with Consolidation in the Group's Economic-Finance Department updates the scope of consolidation on the consolidation application used by the Group. Furthermore, on a quarterly basis, this information is compared with that contained in the consolidation reporting package that each of the Group companies sends to carry out the Group's quarterly consolidation.

Whether 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.

Gestamp's Board of Directors approved the Comprehensive Risk Management System Policy on 14 December 2017, the purpose of which is to establish 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 achievement of objectives are identified, analysed, assessed, managed and controlled systematically, with homogeneous criteria and within the risk levels accepted by Gestamp.

Gestamp's Comprehensive Risk Management System Policy is inspired by the following reference frameworks:

• The COSO ERM model, risk management methodology generally accepted in the market.
• The good practices mentioned in the Good Governance Code of listed companies and the CNMV Technical Guide 3/2017 on Audit Committees of Public Interest Entities.

This Policy, which contains five risk categories: strategic, operational, reporting, compliance and financial, is applicable for 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 generally cover all of those associated with the Group's activities, processes, projects and lines of business in all geographical areas where it conducts business.

What governance body of the entity supervises the process.

Responsibility for the oversight of the effectiveness of the ICFRS and the Comprehensive Risk Management System lie with the Audit Committee through the Internal Audit Function, according to what is set forth in Article 40 of the Regulations governing Gestamp's Board of Directors.

F.3 Control activities

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 that aim to ensure 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 Chairman and Vice-Chairman (and Corporate Finance Director), who shall then proceed to approve them. The annual review and authorisation procedure will conclude with them being submitted to the Audit Committee by the Corporate Finance Director and to the Board of Directors for approval.

In financial year 2017 and, in accordance with the scope matrix of the ICFRS, the Group's Finance Department, (through the Internal Control Function, has started to define the risk and control matrix and to document the processes identified as key and material in all countries where the Group operates. The controls that mitigate the error or fraud risks regarding financial reporting and which affect these processes are identified in said matrix.

These processes/subprocesses cover the different types of transactions which may materially affect the financial statements (purchases, sales, staff costs, etc.), specifically including the closing, reporting and consolidation process, as well as all of those that are impacted by significant judgements, estimates, assessments, and projections.

The documentation in each of the processes comprises:

• Breakdown of accounts and significant disclosures.
• Breakdown of the information systems that impact the subprocesses.
• Breakdown of the internal procedures and standards approved by Management, which regulate these processes/subprocesses.
• Breakdown of the organisational structures.
• Descriptions of each subprocess associated with each process.
• Description of the significant risks involved in financial reporting (including those relating to the risk of fraud) and also others (operational and/or regarding compliance) associated with the different subprocesses and control objectives.
• Detailed description of the key and non-key controls that mitigate each of the risks identified.

For each control, the following have been identified:

• Supporting evidence regarding the controls.
• Organisational structures and/or functions of positions in charge of each key and non-key control identified.
• Frequency of the controls.
• Level of automation of the controls.
• Type of control: preventive or detective.
• Determining whether or not it covers the risk of fraud.
• Owner in charge of each control.

The Group aims to launch a continuous process for updating the internal control

system which guarantees the quality and reliability of financial reporting, not merely limiting itself to yearly or half-yearly financial reports.

To do so, in 2017, the Group began to develop a specific tool in order to increase effectiveness with regards to the management, reporting and document repository of the Group's internal control system with an international dimension.

With regards to the significant judgements, estimates and projections, it is the Group's Economic-Finance Department that sets the assumptions and performs the calculations. To do so, it uses 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), it also uses the information provided by specialists external to the Group. The most significant judgements, estimates and projections are validated prior to the approval process for 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.

Gestamp has internal control policies and procedures on the information systems supporting the entity's 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, Gestamp 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 this information into account, a risk management model is being developed which identifies threats and establishes the action plans to guarantee the business objectives deriving from the dependence on information systems.

Generally speaking, the following controls exist to provide Gestamp with reasonable assurance concerning the internal control of reporting systems:

• Gestamp has the road map of the most relevant applications, including those with the objective of processing the financial information.
• Only authorised staff have access to the reporting systems using robust authentication mechanisms. In addition, access to information is limited according to the roles assigned to each user. In relation to this, system accessibility is determined by identity management. A feature is currently being rolled out which, by means of an automatic approval flow, enables managers of each system to receive access requests and, in turn, review and approve them.
• The actions performed by users are registered and monitored by people authorised in accordance with operating procedures.
• Periodic review processes are performed on users with access to data, as well as a review of privileged users.
• There are alternative communication systems that guarantee the

continuity of operations.

• Backups of the information are carried out regularly, which are stored in safe locations, and trial restorations thereof are carried out.
• The incident management system is aimed at resolving any type of problem that may arise in the business processes.
• There is a software development methodology and different environments with the aim of ensuring that any changes in the information systems are appropriately authorised and tested.
• Critical business processes have different organisational and technological solutions which ensure the continuity of the information systems. Every year, the financial system recovery plan is tested, identifying the improvement aspects that are included in the plan updates.

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 2017, the only significant 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 study calculations, although they did not have a material effect on the financial information.

This activity was performed by three prestigious firms which were validated as having the necessary competences by personnel in the Group and supervised by Management, which verified the key assumptions used by the external parties, along with the reasonability of the conclusions.

F.4 Information and communication

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.

There is a function charged with Consolidation within the Group's Economic-Finance Department. The functions assigned to said team, and also specifically in the Group's Criteria and Accounting Policies Manual, include the update thereof on an annual basis, at least.

In addition, there is another Function in the Economic-Finance Department charged with the Design and Definition of Financial Processes to be applied in companies using the Corporate SAP system. 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 regards to daily transaction accounting, the responsibility for resolving queries in relation to these processes lies with the Function charged with the Design and Definition of Financial Processes, whereas any queries regarding accounting policies are resolved by the Function charged with Consolidation, as stated in the Manual. This centralisation of query resolution allows for increased standardisation of criteria.

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 October 2017.

The information required to update the Criteria and Accounting Policies Manual is received by the Function charged with Consolidation through the different channels: by 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 through the tax updates it receives from the tax advisor or through participation in training sessions given by prestigious companies.

In order to keep all persons in charge of recording financial information throughout the whole Group informed of any possible modifications that arise in the Criteria and Accounting Policies Manual, the Function charged with Consolidation sends them said document on a quarterly basis, along with the 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 in a standardised manner as established by the Function charged with Consolidation (Consolidation Team) within the Group's Economic-Finance Department. 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 SAP 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 Internal Control 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,

F.5 Supervision of the operation of the system

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 effectiveness of the internal control and the financial reporting process.

In financial year 2017, the Audit Committee approved the scope matrix of the ICFRS established by the Internal Control Function, in accordance with what is stated in section F.2.1, and supervised the progress of the ICFRS project by means of periodic reports submitted by the Group's Finance Director.

The Group has an Internal Audit Function which hierarchically reports to the Group's Vice-Chairman and functionally to the Audit Committee. The Internal Audit Function supports the Audit Committee with regards to overseeing the correct functioning of the ICFRS and reports the results of the review work carried out.

The Internal Audit Function has an Internal Audit Plan for financial year 2018 approved by the Audit Committee on 14 December 2017, which provides for the undertaking of specific work and reviews of relevant financial and non-financial information.

The Internal Audit Function reports the conclusions drawn from their reviews to the Audit Committee in the regular appearances made throughout the financial year. These conclusions include potential corrective actions if weaknesses are detected, and monitoring thereof once approved.

In relation to the activities carried out by the Audit Committee in financial year 2017, an activity report was drawn up 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 there is a General Shareholders' Meeting held. Among other aspects, the activity report for financial year 2017 includes:

• The periodic review of the Company's financial information
• The approval of the scope matrix of the ICFRS established for financial year 2017
• The review and proposal, for approval by the Board of Directors, of the Comprehensive Risk Management System Policy and the ICFRS Policy
• The creation of the Company's Internal Audit Function, or
• The approval of the Internal Audit Charter
• 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 states the power held by the Audit Committee: "to regularly receive information on the activities of the Internal Audit Function; 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, 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 administrative body".

Seven meetings of the Audit Committee were held in 2017.

External auditors attended three Audit Committee meetings to communicate the provisional state of the audit work on the Group's financial statements and the essential facts detected, including any potential weaknesses regarding internal control identified while performing their work, if there were any.

The head of the Group's Internal Control Function regularly intervened in the Audit Committee meetings, presenting the degree of progress of the work performed with regards to the ICFRS.

Furthermore, the Internal Audit Director reported to the Audit Committee the internal control weaknesses identified as a result of the work performed in relation to the review of the ICFRS.

F.6 Other relevant information

Not applicable.

F.7 External auditor's report

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 information sent regarding the ICFRS was not submitted for review by the external auditor given that the Group continues to implement the improvements and recommendations that arose in the ICFRS adaptation process, launched as a result of recently going public on the Continuous Market on 7 April 2017.

DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS G

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. When a parent and a subsidiary are listed companies, both should provide detailed disclosure on:
  • a) The types of activity they engage in, and any business dealings between them, as well as between the listed subsidiary and other group companies.
  • b) The mechanisms in place to resolve possible conflicts of interest. Complies □ Complies in part □ Explain □ Not applicable ☒
• 3. During the annual general meeting, the chairman of the board should verbally inform shareholders in sufficient detail of the most relevant aspects of the company's corporate governance, supplementing the written information circulated in the annual corporate governance report. In particular regarding:
  • a) Changes taking place since the previous annual general meeting.
  • b) The specific reasons why the Company does not follow some of the recommendations of the Good Governance Code and, if any, the alternative rules that apply in this area. Complies □ Complies in part □ Explain ☒

Given that the Company was still not a public listed company at the time of the Annual General Shareholders' Meeting on 22 March 2017, this Recommendation was not applicable. In this regard, the Chairman of the Board of Directors did not have the opportunity to communicate the most important aspects of corporate governance during the meeting. However, the Company anticipates compliance with this Recommendation in the Annual General Shareholders' Meeting to be held in 2018 and thereafter.

4. The company should draw up and implement a policy of communication and contacts with shareholders, institutional investors and proxy advisors that complies in full with market abuse regulations and accords equitable treatment to shareholders in the same position.

This policy should be disclosed on the company's website, complete with details of how it has been put into practice and the identities of the relevant interlocutors or those charged with its implementation.

Complies □ Complies in part □ Explain ☒

Article 13 of the Regulations of the Company's Board of Directors establishes the basic principles of the policy of communication and contacts with shareholders, institutional investors and proxy advisors. Nevertheless, given the recent admission to trading of company shares, the Company is still in the process of adapting its corporate structure to corporate governance best practices and among its tasks is that of drawing up the aforementioned policy.

In any case, the Company has communication channels set up that can be seen on its website and, in particular, the Company's contact for area of Investor Relations.

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 ☒ Complies in part □ Explain □

• 6. Listed companies drawing up the following reports on a voluntary or compulsory basis should publish them on their website well in advance of the annual general meeting, even if their distribution is not obligatory.
  • a) Report on auditor independence.
  • b) Reports on the operation of the audit committee and the nomination and remuneration committee.
  • c) Audit committee report on related-party transactions.
  • d) Report on the corporate social responsibility policy. Complies □ Complies in part □ Explain ☒

Given that the Company was still not a public listed company at the time of the Annual General Shareholders' Meeting on 22 March 2017, this Recommendation was not applicable. However, the Company plans to publish the aforementioned reports on its website well in advance of the Annual General Shareholders' Meeting to be held in 2018.

7. The company should broadcast its general shareholders' meetings live on the corporate website.

Complies □ Explain ☒

Since the admission to trading of its shares, the Company has not had the opportunity to hold a General Shareholders' Meeting. In any case, the Company will assess the appropriateness of live broadcasting its next General Shareholders' Meetings.

8. The audit committee should strive to ensure that the board of directors can present the company's accounts to the general shareholders' meeting without limitations or qualifications in the auditor's report. In the exceptional case that qualifications exist, both the Chairman of the audit committee and the auditors should give a clear account to shareholders of their scope and content.

Complies ☒ Complies in part □ 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 □ Complies in part □ Explain ☒

Given that the Company was still not a public listed company at the time of the Annual General Shareholders' Meeting on 22 March 2017, this Recommendation was not applicable. However, the Company plans to publish, on an ongoing basis, the abovementioned conditions and procedures on its website, ensuring that they encourage shareholders to attend and exercise their rights and that they are applied in a nondiscriminatory manner.

• 10. When an accredited shareholder exercises the right to supplement the agenda or submit new proposals prior to the general meeting, the company should:
  • a) Immediately circulate the supplementary items and new proposals.
  • b) Disclose the model of attendance card or proxy appointment or remote voting form duly modified so that new agenda items and alternative proposals can be voted on in the same terms as those submitted by the board of directors.
  • c) Put all these items or alternative proposals to the vote applying the same voting rules as for those submitted by the board of directors, with particular regard to presumptions or deductions about the direction of votes.
  • d) After the general meeting, disclose the breakdown of votes on such supplementary items or alternative proposals.

Complies □	Complies in part □	Explain □	Not applicable ☒

11. In the event that a company plans to pay for attendance at the general meeting, it should first establish a general, long-term policy in this respect.

Complies □ Complies in part □ 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 ☒ Complies in part □ 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 should approve a director selection policy that:

• a) Is concrete and verifiable.
• b) Ensures that appointment or re-election proposals are based on a prior analysis of the board's needs.
• c) Favours a diversity of knowledge, experience and gender.

The results of the prior analysis of board needs should be written up in the appointments committee's explanatory report, to be published when the general meeting is convened which will ratify the appointment and re-election of each director.

The director selection policy should pursue the goal of having at least 30% of total board places occupied by women directors before the year 2020.

The appointments committee should run an annual check on compliance with the director selection policy and set out its findings in the annual corporate governance report.

Complies □ Complies in part ☒ Explain □

Given that the Board of Directors Selection Policy was approved by the Board of Directors in its last meeting in 2017, the Company's Nomination and Compensation Committee has not had the opportunity to run a check on the compliance of the abovementioned policy. However, this Committee plans to check its compliance in 2018.

In addition, the Board of Directors Selection Policy envisages among its principles that of favouring knowledge, experience and gender diversity, all in line with what is established in Article 7 of the Regulations of the Board of Directors.

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.

Complies ☒ Complies in part □ Explain □

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:

• a) In large cap companies where few or no equity stakes attain the legal threshold for significant shareholdings.
• b) In companies with a plurality of shareholders represented on the board but not otherwise related.

$$\text{Complies } \boxtimes \qquad \qquad \text{Explain } \square$$

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.

Complies ☒ Explain □

• 18. Companies should disclose the following director particulars on their websites and keep them regularly updated:
  • a) Professional profile and biographical data.
  • b) Directorships held in other companies, listed or otherwise, and other paid activities

they engage in, of whatever nature.

• c) Statement of the director class to which they belong, in the case of proprietary directors indicating the shareholder they represent or have links with.
• d) Dates of their first appointment as a board director and subsequent re-elections.
• e) Shares held in the company and any options thereon. Complies □ Complies in part ☒ Explain □

The Company website contains the information referred to in this Recommendation with the exception of the other paid activities Directors engage in, the shareholder proprietary directors represent and the shares held by the Directors.

19. Following verification by the appointments committee, the annual corporate governance report should disclose the reasons for the appointment of proprietary directors at the urging of shareholders controlling less than 3% of capital; and explain any rejection of a formal request for a board place from shareholders whose equity stake is equal to or greater than that of others applying successfully for a proprietary directorship.

Complies □ Complies in part □ Explain □ Not applicable ☒

20. Proprietary directors should resign when the shareholders they represent dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to proprietary directors, the number of the latter should be reduced accordingly.

Complies ☒ Complies in part □ 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 appointments 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 the Board of Directors of any circumstance that might harm the company's name or reputation, tendering their resignation as the case may be, with particular mention of any criminal charges brought against them and the progress of any subsequent trial.

The moment a director is indicted or tried for any of the offences stated in company legislation, the board of directors should open an investigation and, in light of the particular circumstances, decide whether or not he or she should be called on to resign. The board should give a reasoned account of all such determinations in the annual corporate governance report.

Complies ☒ Complies in part □ Explain □

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 ☒ Complies in part □ Explain □ Not applicable □

24. Directors who give up their place before their tenure expires, through resignation or otherwise, should state their reasons in a letter to be sent to all members of the board. Irrespective of whether such resignation is filed as a significant event, the reason therefor must be explained in the annual corporate governance report.

Complies ☒ Complies in part □ Explain □ Not applicable □

25. The appointments committee should ensure that non-executive directors have sufficient time available to discharge their responsibilities effectively.

The board of directors regulations should lay down the maximum number of company boards on which directors can serve.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \qquad \text{Explain } \Box$$

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.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \qquad \text{Explain } \Box \text{}$$

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 ☒ Complies in part □ 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 ☒ Complies in part □ 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 ☒	Complies in part □	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.

$$\text{Complies } \boxtimes \qquad \qquad \text{Explain } \sqsupset \qquad \qquad \text{Not applicable } \sqsupset.$$

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 Chairman 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 ☒ Complies in part □ 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 ☒ Complies in part □ Explain □

33. The Chairman, 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 ☒ Complies in part □ Explain □

34. When a coordinating independent director has been appointed, the bylaws or board of directors regulations 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 Chairman or vice-Chairmans, 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 Chairman's succession plan.

Complies ☒ Complies in part □ 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 □

• 36. The board in full should conduct an annual evaluation, adopting, where necessary, an action plan to correct deficiencies detected in:
  • a) The quality and efficiency of the board's operation.
  • b) The performance and membership of its committees.
  • c) The diversity of board membership and competences.
  • d) The performance of the chairman of the board of directors and the company's chief executive.
  • e) The performance and contribution of individual directors, with particular attention to the Chairmans of board committees.

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 appointments 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 appointments 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 □ Complies in part □ Explain ☒

Pursuant to Article 36 of the Board Regulations, the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year, assessing the quality of its work, evaluating the effectiveness of its rules and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality.

Furthermore, the Board will assess (i) the Chairman's performance of his/her duties and, if any other person is appointed with the position, the Company chief executive's performance of his/her duties, based on the report submitted to the Board by the Nomination and Compensation Committee; and also (ii) the functioning of the Board committees based on the report they submit to the Board.

However, given that in the first meeting of financial year 2017 it was still not a listed company, the Company did not have the opportunity to conduct the abovementioned assessments in 2017.

37. When an executive committee exists, its membership mix by director class should resemble that of the board. The secretary of the board should also act as secretary to the executive committee.

Complies □ Complies in part □ 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 □ Complies in part □ Explain □ Not applicable ☒

39. All members of the audit committee, particularly its Chairman, should be appointed in relation to their knowledge and experience in accounting, auditing and risk management matters. A majority of committee places should be held by independent directors.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \text{Explain } \Box \text{ y}$$

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 Chairman or the Chairman of the audit committee.

Complies ☒ Complies in part □ Explain □

41. The head of the unit handling the internal audit function should present an annual work programme to the audit committee, inform it directly of any incidents arising during its implementation and submit an activity report at the end of each year.

Complies ☒ Complies in part □ Explain □ Not applicable □

• 42. The audit committee should have the following functions over and above those legally assigned:
  • 1. As regards information systems and internal control:
    • a) Monitor the preparation and the integrity of the financial information prepared on the company and, where appropriate, the group, checking for compliance with legal provisions, the accurate demarcation of the consolidation perimeter,

and the correct application of accounting principles.

• b) Ensure the independence of the unit handling the internal audit function; propose the selection, appointment, re-election and removal of the head of the internal audit service; propose the service's budget; approve its priorities and work programmes, ensuring that it focuses primarily on the main risks the company is exposed to; 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 supervise a mechanism whereby staff can report, confidentially and, if appropriate and feasible, anonymously, any significant irregularities that they detect in the course of their duties, in particular financial or accounting irregularities.
• 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 external auditor to the CNMV as a material event, accompanied by a statement of any disagreements arising with the outgoing auditor and the reasons for the same.
  • d) Ensure that the external auditor has a yearly meeting with the board in full to inform it of the work undertaken and developments in the company's risk and accounting positions.
  • e) Ensure that the company and the external auditor adhere to current regulations on the provision of non-audit services, limits on the concentration of the auditor's business and other requirements concerning auditor independence.

Complies □ Complies in part ☒ Explain □

Although neither the By-laws nor the Regulations of the Company's Board of Directors include the functions referred to in section 2 of this Recommendation, the Audit Committee carries out these functions on a regular basis.

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 ☒ Complies in part □ 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.

Complies ☒	Complies in part □	Explain □	Not applicable □

• 45. The risk control and management policy should identify at least:
  • a) The different types of financial and non-financial risk the company is exposed to (including operational, technological, financial, legal, social, environmental, political and reputational risks), with the inclusion under financial or economic risks of contingent liabilities and other off- balance-sheet risks.
  • b) The determination of the risk level the company sees as acceptable.
  • c) The measures in place to mitigate the impact of identified risk events should they

occur.

d) The internal control and reporting systems to be used to control and manage the above risks, including contingent liabilities and off-balance- sheet risks.

Complies ☒ Complies in part □ Explain □

• 46. Companies should establish a risk control and management function in the charge of one of the company's internal departments or units and under the direct supervision of the audit committee or some other dedicated board committee. This function should be expressly charged with the following responsibilities:
  • a) Ensure that risk control and management systems are functioning correctly and, specifically, that major risks the company is exposed to are correctly identified, managed and quantified.
  • b) Actively participate in the preparation of the risk strategy and in key decisions regarding their management.
  • c) Ensure that risk control and management systems are mitigating risks effectively in the frame of the policy drawn up by the board of directors.

Complies ☒ Complies in part □ Explain □

47. Members of the Nomination and Compensation Committee—or of the appointments committee and remuneration committee, if separately constituted—should have the right balance of knowledge, skills and experience for the functions they are called on to discharge. The majority of their members should be independent directors.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \qquad \text{Explain } \Box \text{ by}$$

48. Large cap companies should operate separately constituted Nomination and Compensation Committees.

	Complies □	Explain □	Not applicable ☒
--	------------	-----------	------------------

49. The appointments committee should consult with the company's Chairman and chief executive, especially on matters relating to executive directors.

When there are vacancies on the board, any director may approach the appointments committee to propose candidates that it might consider suitable.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \text{Explain } \Box.$$

• 50. The remuneration committee should operate independently and have the following functions in addition to those assigned by law:
  • a) Propose to the board the standard conditions for senior officer contracts.
  • b) Monitor compliance with the remuneration policy set by the company.
  • c) Periodically review the remuneration policy for directors and senior officers, including share-based remuneration systems and their application, and ensure that their individual compensation is proportionate to the amounts paid to other directors and senior officers in the company.
  • d) Ensure that conflicts of interest do not undermine the independence of any external advice the committee engages.
  • e) Verify the information on director and senior officers' pay contained in different corporate documents, including the annual directors' remuneration statement. Complies ☒ Complies in part □ Explain □
• 51. The remuneration committee should consult with the company's Chairman and chief

executive, especially on matters relating to executive directors and senior officers.

Complies ☒ Complies in part □ Explain □

• 52. The terms of reference of supervision and control committees should be set out in the regulations of the board of directors and aligned with those governing legally mandatory board committees as specified in the preceding sets of recommendations. They should include at least the following terms:
  • a) Committees should be formed exclusively by non-executive directors, with a majority of independents.
  • b) They should be chaired by independent directors.
  • c) The board should appoint the members of such committees in relation to the knowledge, skills and experience of its directors and each committee's tasks; discuss their proposals and reports; and provide report-backs on their activities and work at the first board plenary following each committee meeting.
  • d) They may engage external advice, when they deem it necessary for the discharge of their functions.
  • e) Meeting proceedings should be minuted and a copy made available to all board members.

Complies ☒ Complies in part □ Explain □ Not applicable □

• 53. The task of supervising compliance with corporate governance rules, internal codes of conduct and corporate social responsibility policy should be assigned to one board committee or split between several, which could be the audit committee, the appointments committee, the corporate social responsibility committee, where one exists, or a dedicated committee established ad hoc by the board under its powers of self-organisation, with at the least the following functions:
  • a) Monitor compliance with the company's internal codes of conduct and corporate governance rules.
  • b) Oversee the communication and relations strategy with shareholders and investors, including small and medium-sized shareholders.
  • c) Periodically evaluate the effectiveness of the company's corporate governance system, to confirm that it is fulfilling its mission to promote the corporate interest and catering, as appropriate, to the legitimate interests of remaining stakeholders.
  • d) Review the company's corporate social responsibility policy, ensuring that it is geared to value creation.
  • e) Monitor corporate social responsibility strategy and practices and assess their degree of compliance.
  • f) Monitor and evaluate the company's interaction with its stakeholder groups.
  • g) Evaluate all aspects of the non-financial risks the company is exposed to, including operational, technological, legal, social, environmental, political and reputational risks.
  • h) Coordinate non-financial and diversity reporting processes in accordance with applicable legislation and international benchmarks.

Complies ☒ Complies in part □ Explain □

• 54. The corporate social responsibility policy should state the principles or commitments the company will voluntarily adhere to in its dealings with stakeholder groups, specifying at least:
  • a) The goals of its corporate social responsibility policy and the support instruments to be deployed.
  • b) The corporate strategy with regard to sustainability, the environment and social issues.
  • c) Specific practices in matters relating to: shareholders, employees, clients, suppliers, social welfare issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of illegal conduct.
  • d) The methods or systems for monitoring the results of the specific practices referred to above, and identifying and managing related risks.
  • e) The mechanisms for supervising non-financial risk, ethics and business conduct.
  • f) Channels for stakeholder communication, participation and dialogue.
  • g) Responsible communication practices that prevent the manipulation of information and protect the company's honour and integrity. Complies ☒ Complies in part □ Explain □
• 55. The company should report on corporate social responsibility developments in its directors' report or in a separate document, using an internationally accepted methodology.

$$\text{Complies } \boxtimes \qquad \text{Complies in part } \Box \qquad \qquad \text{Explain } \Box$$

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 and the director's performance, the award of shares, options or any other right to acquire shares or to be remunerated on the basis of share price movements, and membership of long-term savings schemes such as pension plans, retirement schemes or other welfare schemes, should be confined to executive directors.

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 ☒ Complies in part □ 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:

• a) Be subject to predetermined and measurable performance criteria that factor the risk assumed to obtain a given outcome.
• b) Promote the long-term sustainability of the company and include non-financial

criteria that are relevant for the company's long-term value, such as compliance with its internal rules and procedures and its risk control and management policies.

c) Be focused on achieving a balance between the delivery of short, medium and longterm objectives, such that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to long-term value creation. This will ensure that performance measurement is not based solely on oneoff, occasional or extraordinary events.

Complies □ Complies in part ☒ Explain □ Not applicable □

Prior to 2013, the Company had an annual variable remuneration. system linked to exclusively subjective criteria. In 2013, with the aim of introducing a variable remuneration system offering a method, transparency, objectivity, certainty and which, in addition, is in line with the Group's high growth margins, the Company opted for a variable remuneration system that is exclusively linked to objective criteria, which are predetermined and measurable based on financial indicators relating to the Company's value. This change in the annual variable remuneration system has allowed the Company to increase its commitment to management teams, consolidate a variable remuneration system that is firmly established in the Group, and also maintain a sustained growth dynamic.

Moreover, in 2016, a long-term incentives plan was approved for the 2016-2020 period for certain company managers, linked to the achievement of long-term objectives and aimed at promoting sustained value creation for the Group over time and increasing the retention and motivation rates of key employees for the Company.

The long-term incentives plan is linked to the achievement, by the end of the period, of a series of financial objectives set forth in the Group's Strategic Plan and related to shareholder interests, given that it is linked to the creation of value for the Group.

59. A major part of variable remuneration items should be deferred for a long enough period to ensure that predetermined performance criteria have effectively been met.

Complies ☒	Complies in part □	Explain □	Not applicable □

60. Remuneration linked to company earnings should bear in mind any qualifications stated in the external auditor's report that reduce their amount.

Complies ☒	Complies in part □	Explain □	Not applicable □

• 61. A major part of executive directors' variable remuneration should be linked to the award of shares or financial instruments whose value is linked to the share price.
  • Complies □ Complies in part □ Explain ☒ Not applicable □

The variable remuneration system for executive directors is based on a monetary and objective system associated with economic-financial metrics that are directly aligned with value creation for the shareholder.

Nevertheless, the Company does not directly contemplate a variable remuneration system that includes the award of shares of financial instruments whose value is linked to the share price.

62. Following the award of shares, share options or other rights on shares derived from the remuneration system, directors should not be allowed to transfer a number of shares equivalent to twice their annual fixed remuneration, or to exercise the share options or other rights on shares for at least three years after their award.

This condition, however, will not apply to shares that the director must dispose of to

defray costs related to their acquisition. Complies □ Complies in part □ 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 ☒ Complies in part □ Explain □ Not applicable □

64. Termination 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 performance criteria. Complies ☒ Complies in part □ Explain □ Not applicable □

OTHER INFORMATION OF INTEREST

H

1. If there are any significant aspects regarding corporate governance at the company or at entities of the group that are not included in the other sections of this report, but should be included in order to provide more complete and well-reasoned information regarding the corporate governance structure and practices at the entity or its group, briefly describe them.

In accordance with the provisions contained in Article 2 of Royal Decree-Law 18/2017, of 24 November, which modifies the Code of Commerce, the revised text of the Capital Companies Act approved by Royal Decree Legislative 1/2010, of 2 July, and Law 22/2015, of 20 July, on Audit of Accounts, regarding non-financial information and diversity ("RD 18/2017"), the Company states the following:

Given the recent approval of RD 18/2017 and the short period of time that has lapsed between the admission to trading of the Company shares and the preparation of this Annual Corporate Governance Report, the Company has not had the opportunity to approve a diversity policy applicable with regards to the composition of the Board of Directors, which regulates aspects such as training, professional experience, age, disability, gender and any measures that may have been adopted to include a certain number of women on the Board of Directors so as to ensure a balanced presence of men and women.

Therefore, the Board of Directors, in order to adapt its corporate governance structure to best practices, and with the support of the Nomination and Compensation Committee, shall assess the appropriateness of approving the abovementioned policy in accordance with the needs detected on the Board of Directors.

Nevertheless, as referred to in section C.1.6.bis of this Annual Corporate Governance Report, the Board of Directors Selection Policy approved by this body in its last meeting of the year in question, envisages among its principles that of favouring knowledge, experience and gender diversity, all in line with what is established in Article 7 of the Regulations of the Board of Directors.

1. In this section, you may also include any other information, clarification, or comment relating to the prior sections of this report provided that they are relevant and not repetitive.

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.

General clarification

Given that the Company's shares were admitted to trading on 7 April 2017, the period this Annual Corporate Governance Report refers to is divided into two different stages, in other words, before and after the shares were admitted to trading.

In this regard, with a view to being as transparent as possible and avoiding any confusion, the information included in the different sections of this report relate to financial year 2017 as a whole, that is, including the period when the shares had still not been admitted to trading.

Take section B.4. Serves as an example as it includes the attendance data at the General Shareholders' Meetings held before the Company's shares were admitted to trading. The same criterion was applied, among others, in section C.1.29. with regards to the number of Board meetings in the year; in section C.1.30. in relation to the number of meetings where all directors attended or in relation to the information regarding related-party transactions that is included in section D of this report.

Section A.2.

On 23 March 2017, the prospectus corresponding to the sale offering and admission to trading the shares of Gestamp Automoción, S.A. (hereinafter referred to as the "Company") was registered with the CNMV (National Securities Market Commission). As a result of the aforementioned offering, once the shares of the Company had been admitted to trading and the Greenshoe Option accompanying them had been applied, Acek Desarrollo y Gestión Industrial, S.L., became a direct holder of 21.17% of the share capital, previously a holder of 37.62% before the offering.

On 23 March 2017, the prospectus corresponding to the sale offering and admission to trading the shares of the Company was registered with the CNMV. As a result of the referred to offering, and once the shares of the Company had been admitted to trading, Risteel Corporation B.V., ceased to be a shareholder due to the sale of 10.75% of the share capital of which it was the holder.

Section A.6.

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:

• (i) The Gestamp 2020, S.L. Board of Directors must hold a meeting prior to the Company's Annual General Shareholders' Meeting in order to decide upon how to vote and appoint a representative for Gestamp 2020, S.L. in said Meeting. Mitsui & Co. Ltd. does not hold any voting rights regarding items on the agenda at the Company's Annual General Shareholders' Meeting.
• (ii) The Company's Board of Directors must have a minimum of 9 and a maximum of 15 members. Mitsui & Co., Ltd. shall have the right to propose the appointment of 2 members of the Company's Board of Directors out of the total number of members that Gestamp 2020, S.L. has the right to appoint, provided that it holds a stake,

either directly or indirectly, in at least 10% of the Company's share capital. In the event that the stake held drops below 10% but remains above 5%, Mitsui & Co., Ltd. would have the right to propose the appointment of 1 member of the Company's Board of Directors out of the total number of members that Gestamp 2020, S.L. has the right to appoint.

• (iii) In the event that any Gestamp 2020, S.L. shareholders have the intention of transferring their indirectly held stake in the Company, the non-transferring shareholder becomes entitled to purchase the stake of the transferring shareholder in Gestamp 2020, S.L. for a price equivalent to that of the sum of the closing market price of the Company's share divided by the sum of the trading days in the month after the notification regarding the share transfer. If the right of first refusal is not exercised, the transferring shareholder may, at its discretion, request Gestamp 2020, S.L. to sell the Company shares held indirectly by the transferring party; request the redemption of Gestamp 2020, S.L. shares held by the transferring party or request the dissolution of Gestamp 2020, S.L.
• (iv) In the event of a material breach of the private shareholders' agreement by Mitsui & Co. Ltd., Acek Desarrollo y Gestión Industrial, S.L. shall be entitled to exercise a call option on the stake held by Mitsui & Co. Ltd. in Gestamp 2020, S.L. for a price equivalent to 90% of its market value. In the event of a breach by Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co. Ltd. May exercise a put option on its stake in Gestamp 2020, S.L. for a price equivalent to 110% of its market value.

Private shareholders' agreement entered into by Mr. Francisco José Riberas Mera, Halekulani, 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:

• (i) The governing body of Acek Desarrollo y Gestión Industrial, S.L. must hold a meeting prior to the Annual General Shareholders' Meeting of the Company or of Gestamp 2020, S.L. in order to come to an agreement on how Acek Desarrollo y Gestión Industrial, S.L will vote.
• (ii) Right of first refusal and tag-along right of the Acek Desarrollo y Gestión Industrial, S.L. shareholders and, in the case of the right of first refusal, on a subsidiary basis to the company itself, in the event that any of the shareholders have the intention of transferring their stake to a third party.
• (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.

Section C.1.2

On the one hand, it is established that the date of the last appointment of directors took effect on 24 March 2017, that is, the day after the date of verification and recording, by the CNMV, of the prospectus of the initial public offering of the Company's shares.

On the other hand, due to an application to be admitted to trade the company's shares, in order to comply with the laws and recommendations of good governance applicable to listed companies, on 24 march 2017 the entire Board of Directors was removed. On the same date, the actual Board of Directors was appointed.

Sections C.1.3 and C.1.10

It is hereby stated that, as was communicated through the relevant fact dated 20 December 2017 (record no. 259758), the Company's Board of Directors, during the reporting period, agreed to appoint Mr. Francisco López Peña as CEO of the Company and independently to said appointment, Mr. Francisco José Riberas Mera continues to perform his duties as Executive Chairman.

In addition, regarding the appointment of Mr. Noboru Katsu and Mr. Tomofumi Osaki, it is established that there were proposed by Mitsui & Co. Ltd. to Acek Desarrollo y Gestión Industrial, S.L., pursuant to the provisions in the shareholders agreement entered into between Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp 2020, S.L., referred to in section A.6.

Section C.1.9

Due to an application to be admitted to trade the company's shares, in order to comply with the laws and recommendations of good governance applicable to listed companies, on 24 march 2017 the entire Board of Directors was removed. On the same date, the actual Board of Directors was appointed.

Section C.1.16

In accordance with what is established in the instructions for completing this report, it is hereby stated that the Company's Internal Audit and Risk Management Director is Ms. Raquel Cáceres Martín was not included in the table in section C.1.16 given that she is not considered to be a member of senior management, since, as this term is legally defined, only members of the Company's Management Committee hold this status.

Furthermore, it is hereby stated that the total amount of the remuneration of Senior Management corresponding to financial year 2017 as set out in section C.1.16 of this report include: the salaries paid during the year; the annual variable remuneration accrued in the year, and payment thereof is envisaged once the 2017 Financial Statements have been formally approved by the Annual General Shareholders' Meeting which will be held in 2018; the provisions granted as a long-term incentive corresponding to the proportional part of the year; the sum of any benefits granted and compensation paid due to a Senior Manager leaving the Steering Committee in the year in question.

Section C.2.1.

Procedures and rules of organisation and functioning of the Audit Committee and the Nomination and Compensation Committee

Article 39 of the Regulations of the Board of Directors sets forth the following rules applicable to both 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. The above is understood notwithstanding the potential presence of executive directors or Senior Managers in their meetings, for reporting purposes, when each of the committees agrees to this. However, the presence of the Executive Chairman in these meetings shall be exceptional.

(c) Independent directors shall be in the majority at all times, where one is to be appointed Chairman.

(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 whenever necessary, at the Chairman's discretion, 33 to exercise their powers, and whenever two of its members so request.

(h) The rules of operation shall be those that govern the functioning of the Board. In this way, they shall be validly constituted whenever the majority of its members are present or represented, and its resolutions shall be adopted by an absolute majority of the directors in attendance. In the event of a tie, the Committee Chairman shall have the casting vote.

(i) The Chairmans 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) Within three months after the end of each financial year, each committee shall submit a report on its work in the previous year for approval by the Board of Directors, and it shall be made available to the shareholders during their annual general meeting.

Duties of the Audit Committee and the Nomination and Compensation 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 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.

(ii) To periodically review the internal control and risk management systems, including fiscal risks, so that the main risks are adequately identified, managed and reported, and also to 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, can be submitted to the administrative body.

(iii) To safeguard the independence and effectiveness of the internal audit function: to propose the selection, appointment, re-election and dismissal of the head of the internal audit service; to propose the budget for this service; 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 supervise a mechanism that enables employees to anonymously and

confidentially report any irregularities they may observe within the company.

(v) To approve, supervise, revise and oversee compliance with the Company's corporate social responsibility policy, which must focus on the creation of value at the Company and on fulfilment of its social and ethical duties.

(c) With regards to the auditor:

(i) To bring proposals on the selection, appointment, re-election and replacement of the auditor, as well as the contract conditions for such party, to the Board and to be in charge of the selection process.

(ii) 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.

(iii) 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 auditing process, as well as any other correspondence stipulated in legislation on accounts auditing and auditing standards. At the least, it must receive written confirmation from the auditor or auditing firms once a year asserting their independence from the entity, or entities that are directly or indirectly related to it, as well as information about 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 legislation on accounts auditing.

(iv) 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, express a decision on 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 as least: (i) the types of risk (operational, technological, financial, legal and reputational) to which the Company is exposed; (ii) setting the risk level deemed acceptable by the Company; (iii) measures to mitigate the impact of the risks identified, should they occur; and (iv) the control and reporting systems to be employed to control and manage said risks.

(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.

1. The Audit Committee must inform the Board of Directors before the latter adopts the relevant resolutions on the matters set forth by law, in the By-laws and in these Regulations and, specifically, on the following subjects:

(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 criteria 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.

(…)

1. In relation to the corporate social responsibility policy, the Audit Committee must: (a) Propose the principles or commitments to be voluntarily undertaken by the Company in its relations with its diverse stakeholders;

(b) Identify the objectives of its corporate social responsibility policy and the support instruments to be deployed.

(c) Establish the corporate strategy with regards to sustainability, the environment and social issues.

(d) Determine specific practices on matters relating to: shareholders, employees, clients, suppliers, social welfare issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of illegal conduct.

(e) Establish the methods or systems for monitoring the results of the specific practices referred to above, and identifying and managing related risks.

(f) Implement (1) monitoring mechanisms of non-financial risk, ethics and business conduct; and (2) the channels of communication, participation and dialogue with stakeholders; as well as responsible communication practices that prevent manipulation of information and protect integrity and honour."

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 Chairman 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 Chairman 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 Chairman of the Board of Directors and, in conjunction with this person, periodic assessments of the Board of Directors, its committees and the chief executive of the Company.

1. The Nomination and Compensation Committee should consult with the company's Chairman or, in turn, chief executive, especially on matters relating to executive directors and senior officers. When there are vacancies on the board, any director may approach the Nomination and Compensation Committee to propose potential candidates that it considers suitable.

2. The Nomination and Compensation Committee, in addition to the duties indicated in previous sections, shall be responsible for the following in relation 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 directly report to the Board, executive committees or managing directors, as well as the individual remuneration and other contract conditions of executive 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.

(iii) The types of contracts for Senior Management.

(b) Ensure compliance with the remuneration policy for directors approved in the General Meeting."

Section C.2.2

For the purposes of communicating the number of female directors and the percentage thereof in previous years, it is hereby stated that the Company did not have an Audit Committee or Nomination and Compensation Committee established in the years in question given that its shares were admitted to trading in 2017.

Section D.2.

For further information please visit the note 31 to the consolidated annual accounts of the year ended 31 December 2017.

1. The company may also state whether it has voluntarily adhered to other international, sectoral or any other codes of ethical principles or good practices. If so, state the code in question and the date of adherence thereto. In particular, mention whether there has been adherence to the Code of Good Tax Practices of 20 July 2010.

This annual corporate governance report was approved by the Company's Board of Directors at its meeting held on 26 February 2018.

State whether any directors voted against or abstained in connection with the approval of this Report.

Yes □ No ☒

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

STATEMENT OF RESPONSIBILITY FOR THE ANNUAL FINANCIAL INFORMATION 2017

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 of GESTAMP AUTOMOCIÓN, S.A. and its subsidiaries for Fiscal Year 2017, drawn up by the Board of Directors at its meeting of February 26, 2018 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 26, 2018.

Mr. Francisco José Riberas Mera (Executive Chairman)

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Mr. Francisco López Peña (CEO)

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Mr. Juan María Riberas Mera (Director)

Mr. Noboru Katsu (Director)

Mr. Tomofumi Osaki (Director)

Mr. Alberto Rodríguez-Fraile Díaz (Director)

Mr. Javier Rodríguez Pellitero (Director)

Mr. Pedro Sainz de Baranda Riva (Director)

Mrs. Ana García Fau (Director)

Mr. César Cernuda Rego (Director)

Mr. Gonzalo Urquijo Fernández de Araoz (Director)

Mr. Geert Maurice Van Poelvoorde (Director)

The Secretary of the Board of Directors states for the record that the Director Mr. Geert Maurice van Poelvoorde does not set his signature on this document because he is absent due to unavoidable professional commitments and that he have given a proxy and delegated his voting powers to the Director Mr. D. Juan María Riberas Mera, in connection with the matters set forth in the Agenda for the meeting the Board of Directors of 26 February 2018 (which includes the approval of the individual and consolidated Annual Financial Statements and of the individual and consolidated Management Reports for Fiscal Year 2017).

Secretary

Mr. David Vázquez Pascual

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GESTAMP AUTOMOCIÓN, S.A. Y SUBSIDIARIES

The previous Consolidated Annual Financial Statements for the fiscal year 2017 of GESTAMP AUTOMOCIÓN, S.A. and subsidiaries included in preceding pages 1 to 139 inclusive, and the Consolidated Management Report for the year 2017 included in the preceding pages 140 to 163, both inclusive of the accompanying Annual Corporate Governance Report included in the preceding pages 1 to 90, have been sign off by the members of the Board of Directors at their meeting on February 26, 2018.

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Don Francisco José Riberas Mera	Don Juan María Riberas Mera
President	Vicepresident
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Don Francisco López Peña	Don Noboru Katsu
Vocal	Vocal
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Don Tomofumi Osaki	Don Alberto Rodríguez Fraile Díaz
Vocal	Vocal
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Don Javier Rodríguez Pellitero	Don Pedro Sainz de Baranda Riva
Vocal	Vocal

GESTAMP AUTOMOCIÓN, S.A. Y SUBSIDIARIES

Vocal Vocal

Doña Ana García Fau Don César Cernuda Rego

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Don Gonzalo Urquijo Fernández de Araoz Don Geert Maurice Van Poelvoorde Vocal Vocal