Annual Report • Mar 1, 2019
Annual Report
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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 2018, drawn up by the Board of Directors at its meeting of February 28, 2019; (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 28, 2019; (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).







Consolidated Financial Statements and Consolidated Directors' Report for the year ended 31 December 2018

| CONTENTS | |
|---|---|
| NOTE | |
| Consolidated statement of financial position | |
| Consolidated statement of profit or loss | |
| Consolidated statement of comprehensive income | |
| Consolidated statement of changes in equity | |
| Consolidated statement of cash flow | |
| 1 | Notes to the Consolidated financial statements Background and General Information |
| 2 | Scope of Consolidation |
| 2. a Breakdown of scope of consolidation |
|
| 2. b Changes in scope of consolidation |
|
| 3 | Business combinations |
| 4 | Basis of presentation 4. 1 True and fair view |
| 4. 2 Comparison of information |
|
| 4. 3 Basis of consolidation |
|
| 4. 4 Going concern |
|
| 4. 5 Hyperinflation adjustment Argentina |
|
| 4. 6 Alternative performance measures |
|
| 5 6 |
Changes in accounting policies 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 losses |
|
| 6. 8 Assets and liabilities held for sale and discontinued operations |
|
| 6. 9 Trade and other receivables |
|
| 6. 10 Inventories | |
| 6. 11 Revenue recognition and assets from contracts with customers | |
| 6. 12 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 Income tax | |
| 6. 19 Derivative financial instruments | |
| 6. 20 Related parties | |
| 6. 21 Environmental expenses Significant accounting judgments, estimates and assumptions |
|
| 7 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 Assets from contracts with customers |
| 14 15 |
Trade and other receivables/ Other current assets/ Cash and cash equivalents |
| 16 | Issued capital and share premium |
| 17 | Retained earnings |
| 17. 1 Legal reserve |
|
| 17. 2 Goodwill reserve |
|
| 17. 3 Unrestricted reserves 17. 4 Availability of reserves at fully-consolidated companies |
|
| 17. 5 Approval of th Financial Statements and proposed distribution of profit |
|
| 18 | Translation differences |
| 19 | Non-controlling interests |
| 20 | Deferred income |
| 21 | Provisions and contingent liabilities |
| 22 23 |
Provision for employee compensations Non-trade liabilities |
| 24 | Deferred tax |
| 25 | Trade and other payables |
| 26 | Operating revenue |
| 27 | Operating expenses |
| 28 | Financial income and financial expenses |
| 29 30 |
Income tax Earnings per share |
| 31 | Commitments |
| 32 | Related party transactions |
| 32. 1 Balances and transactions with Related Parties |
|
| 32. 2 Board of Directors´remuneration |
|
| 32. 3 Senior Managements´remuneration |
|
| 33 | Other disclosures |
| 33. 1 Auditors´ fees 33. 2 Environmental matters |
|
| 34 | Financial risk management |
| 34. 1 Financial risk factors |
|
| 34. 2 Hedge accounting |
|
| 34. 3 Fair value of financial instruments |
|
| 34. 4 Capital risk management |
APPENDIX II Indirect investments
APPENDIX III Guarantors
| Note | December 31, 2018 | December 31, 2017 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 10 | 450,707 | 414,697 |
| Goodwill | 98,343 | 104,757 | |
| Other intangible assets | 352,364 | 309,940 | |
| Property, plant and equipment | 11 | 3,877,695 | 3,407,779 |
| Land and buildings | 1,172,492 | 1,040,863 | |
| Plant and other PP&E | 2,032,335 | 1,728,297 | |
| PP&E under construction and prepayments | 672,868 | 638,619 | |
| Financial assets | 12 | 58,015 | 69,427 |
| Investments in associates accounted for using the equity method | 2,390 | 1,787 | |
| Loans and receivables | 37,407 | 39,248 | |
| Derivatives in effective hedges | 6,019 | 14,718 | |
| Other non-current financial assets | 12,199 | 13,674 | |
| Deferred tax assets | 24 | 322,888 | 265,799 |
| Total non-current assets | 4,709,305 | 4,157,702 | |
| Current assets | |||
| Inventories | 13 | 490,745 | 681,322 |
| Commodities and other consumables | 404,794 | 350,446 | |
| Work in progress | - | 143,476 | |
| Finished products and by-products | - | 123,791 | |
| By-products and scrap | 1,266 | 696 | |
| Prepayments to suppliers | 84,685 | 62,913 | |
| Assets from contracts with customers | 14 | 678,217 | - |
| Work in progress | 204,612 | - | |
| Finished products and by-products | 142,589 | - | |
| Trade receivables, tooling | 331,016 | - | |
| Trade and other receivables | 15 | 1,001,710 | 1,375,709 |
| Trade receivables | 717,165 | 1,174,714 | |
| Other receivables | 44,501 | 31,627 | |
| Current income tax assets | 28,333 | 26,795 | |
| Receivables from public authorities | 211,711 | 142,573 | |
| Other current assets | 15 | 109,926 | 71,057 |
| Financial assets | 12 | 94,258 | 78,896 |
| Loans and receivables | 35,320 | 34,598 | |
| Securities portfolio | 4,316 | 5,376 | |
| Other current financial assets Cash and cash equivalents |
15 | 54,622 616,497 |
38,922 860,238 |
| Total current assets | 2,991,353 | 3,067,222 | |
| Total assets | 7,700,658 | 7,224,924 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2018 AND 31 DECEMBER 2017 (In thousands of euros)
| Note | December 31, 2018 | December 31, 2017 | |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Capital and reserves attributable to equity holders of the parent | |||
| Issued capital | 16 | 287,757 | 287,757 |
| Treasury Shares | 16 | (6,041) | - |
| Share premium | 16 | 61,591 | 61,591 |
| Retained earnings | 17 | 1,829,418 | 1,551,924 |
| Translation differences | (387,381) | (366,516) | |
| Interim Dividend | 18 | (37,346) | - |
| Equity attributable to equity holders of the parent | 1,747,998 | 1,534,756 | |
| Equity attributable to non-controlling interest | 19 | 430,997 | 435,799 |
| Total equity | 2,178,995 | 1,970,555 | |
| Liabilities | |||
| Non-current liabilities | |||
| Deferred income | 20 | 22,695 | 22,315 |
| Non-current provisions | 21-22 | 121,915 | 143,044 |
| Non trade liabilities | 23 | 2,751,784 | 2,364,497 |
| Interest-bearing loans and borrowings and debt issues | 2,589,086 | 2,167,091 | |
| Derivative financial instruments | 56,117 | 66,201 | |
| Other non-current financial liabilities | 96,571 | 121,612 | |
| Other non-current liabilities | 10,010 | 9,593 | |
| Deferred tax liabilities | 24 | 285,795 | 217,444 |
| Other non-current liabilities | 18,164 | - | |
| Total non-current liabilities | 3,200,353 | 2,747,300 | |
| Liabilities associated with assets held for sale | - | - | |
| Non trade liabilities | 23 | 446,747 | 678,279 |
| Interest-bearing loans and borrowings and debt issues | 75,897 | 543,789 | |
| Derivative financial instruments | 1,197 | - | |
| Other current financial liabilities | 182,350 | 4,537 | |
| Other non-trade liabilities | 187,303 | 129,953 | |
| Trade and other payables | 25 | 1,857,193 | 1,814,073 |
| Trade accounts payable | 1,539,592 | 1,513,083 | |
| Current tax liabilities | 32,568 | 25,905 | |
| Other accounts payable | 285,033 | 275,085 | |
| Current provisions | 21-22 | 13,246 | 11,723 |
| Other current liabilities | 4,124 | 2,994 | |
| Total current liabilities | 2,321,310 | 2,507,069 | |
| Total liabilities | 5,521,663 | 5,254,369 | |
| Total equity and liabilities | 7,700,658 | 7,224,924 |
| Note | December 31, 2018 | December 31, 2017 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| OPERATING INCOME | 26 | 8,842,960 | 8,390,531 |
| Revenue | 8,547,638 | 8,201,571 | |
| Other operating income | 215,287 | 197,192 | |
| Changes in inventories | 80,035 | (8,232) | |
| OPERATING EXPENSES | 27 | (8,315,625) | (7,905,802) |
| Raw materials and other consumables | (5,156,642) | (4,882,126) | |
| Personnel expenses | (1,556,819) | (1,492,846) | |
| Depreciation, amortization, and impairment losses | (433,190) | (405,147) | |
| Other operating expenses | (1,168,974) | (1,125,683) | |
| OPERATING PROFIT | 527,335 | 484,729 | |
| Financial income | 28 | 8,956 | 9,000 |
| Financial expenses | 28 | (146,528) | (101,753) |
| Exchange gains (losses) | (19,175) | (22,918) | |
| Share of profit/(loss) from associates - equity method | 12 | (46) | (997) |
| Change in fair value of financial instruments | 23 | (8,035) | 2,086 |
| Impairment and gains (losses) on sale of financial instruments | - | 32 | |
| Inflaction result | 4.5 | (5,111) | - |
| PROFIT BEFORE TAXES FROM CONTINUING OPERATIONS | 357,396 | 370,179 | |
| Income tax expense | 29 | (71,947) | (82,102) |
| PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS | 285,449 | 288,077 | |
| PROFIT FOR THE YEAR | 285,449 | 288,077 | |
| Profit (loss) attributable to non-controlling interest | 19 | (27,759) | (48,385) |
| PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY | 257,690 | 239,692 | |
| Earnings per share | |||
| -Basic | 30 | 0.45 | 0.42 |
| From continued operations | 0.45 | 0.42 | |
| -Diluted | 30 | 0.45 | 0.42 |
| From continued operations | 0.45 | 0.42 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED DECEMBER 31, 2018 AND DECEMBER 31,2017
(In thousands of euros)
| December 31, 2018 | December 31, 2017 | ||
|---|---|---|---|
| PROFIT FOR THE YEAR | 285,449 | 288,077 | |
| OTHER COMPREHENSIVE INCOME | |||
| Other comprehensive income not to be reclassified to profit or loss in subsequent periods: | |||
| Actuarial gains and losses | 17 | 4,590 | 1,077 |
| Other comprehensive income to be reclassified to profit or loss in subsequent periods: | |||
| From cash flow hedges | 23.b.1) | 6,413 | 6,267 |
| Translation differences | (19,961) | (199,794) | |
| Attributable to Parent Company | 18 | (20,865) | (163,216) |
| Attributable to non-controlling interests | 19 | 904 | (36,578) |
| TOTAL COMPREHENSIVE INCOME NET OF TAXES | 276,491 | 95,627 | |
| Attributable to: | |||
| - Parent Company | 247,846 | 83,691 | |
| - Non-controlling interest | 28,645 | 11,936 | |
| 276,491 | 95,627 |
| (In t hou ds o f eu ros) san |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| al (Not ed c Issu apit ) e 16 |
Sha Trea sury res (Not ) e 16 |
Sha ium re p rem (Not ) e 16 |
ined Reta ning ear s (Not ) e 17 |
slat Tran ion diffe renc es (Not e 18 ) |
den d Inte rim Divi (Not ) e 17 |
l ca l an d Tota pita rese rves |
trol ling Non -con inte rest (Not e 19 ) |
l eq Tota uity |
|
| AT 1 JA NUA RY 2 018 |
287 ,757 |
61,5 91 |
1,55 1,92 4 |
(366 ,516 ) |
1,53 4,75 6 |
435 ,799 |
1,97 0,55 5 |
||
| Prof it fo r the iod per |
- | - | - | 257 ,690 |
- | 257 ,690 |
27,7 59 |
285 ,449 |
|
| Fair val djus (hed ge) (Not e 23 .b.1 )) tme nts ue a |
- | - | - | 6,41 3 |
- | 6,41 3 |
- | 6,41 3 |
|
| diff (Not ) Var iatio n in nsla tion e 18 tra eren ces |
- | - | - | (20, ) 865 |
(20, ) 865 |
904 | (19, ) 961 |
||
| Actu aria l ga ins and los ses |
- | - | - | 4,60 8 |
- | 4,60 8 |
(18) | 4,59 0 |
|
| Tot al c hen sive inc om pre ome |
- | - | 268 ,711 |
(20, 865 ) |
247 ,846 |
28,6 45 |
276 ,491 |
||
| den ds d bute d by the y (N ) Divi istri Par ent Com ote 17.3 pan |
- | - | - | (71, ) 939 |
(37, ) 346 |
(109 ) ,285 |
(109 ) ,285 |
||
| s (N ) Divi den ds d istri bute d by sub sidi arie 17.3 and Not e 19 ote |
- | - | - | (15, ) 149 |
(15, ) 149 |
||||
| Sha uisit ion Tres ury res acq |
(6,0 41) |
- | (767 ) |
(6,8 08) |
(6,8 08) |
||||
| ed o rshi ith p trol (Not b)) Incr p in st in ies w revi e 2. tere eas wne com pan ous con |
- | - | - | (4,1 62) |
(4,1 62) |
(34, ) 857 |
(39, ) 019 |
||
| Dec ed o rshi p in st in ies w ith p revi trol (Not e 2. b)) tere reas wne com pan ous con |
- | - | - | 2,89 5 |
2,89 5 |
13,4 38 |
16,3 33 |
||
| ed o rshi p in st in ies w ith t ake r of trol (Not b)) Incr tere e 2. eas wne com pan ove con |
- | - | 1,79 4 |
1,79 4 |
|||||
| (No ) IFRS 15 ado ptio n im te 5 pact |
- | - | - | 11,1 94 |
11,1 94 |
1,26 3 |
12,4 57 |
||
| IFRS 9 a dop tion imp (Not e 5) act |
82,2 60 |
82,2 60 |
82,2 60 |
||||||
| Oth nd a djus from prio ts a tme nts er m ove men r ye ars |
- | - | - | (10, ) 698 |
(10, ) 698 |
64 | (10, ) 634 |
||
| AT 31 D ECE MB ER 2 018 |
287 ,757 |
(6,0 41) |
61,5 91 |
1,82 9,41 8 |
(387 ) ,381 |
(37, ) 346 |
1,74 7,99 8 |
430 ,997 |
2,17 8,99 5 |
| CON SOL IDA TED ST ATE ME NT OF CHA NG ES I N E QU ITY FOR TH E YE AR PER IOD EN DED 31 DEC EM BER 20 17 |
|||||||
|---|---|---|---|---|---|---|---|
| (In os) tho nds of usa eur |
|||||||
| ed c al Issu apit (No 6) te 1 |
Sha ium re p rem (No 6) te 1 |
d ea Ret aine rnin gs (No 7) te 1 |
Tra nsla tion diff ere nce s (No 8) te 1 |
al c al a nd Tot apit rese rves |
Non lling ntro -co inte rest (No 9) te 1 |
al e Tot quit y |
|
| AT 1 JA NUA RY 201 7 |
288 ,23 7 |
61, 591 |
1,37 8,14 5 |
(20 0) 3,30 |
1,52 4,6 73 |
347 ,33 0 |
1,87 2,00 3 |
| Prof it fo r th riod e pe |
- | - | 239 ,69 2 |
- | 239 ,69 2 |
48, 385 |
288 ,07 7 |
| lue adj ts ( hed ge) Fair ust va men |
- | - | 6,26 7 |
- | 6,26 7 |
- | 6,26 7 |
| slat diff Var iati in t ion on ran ere nce s |
- | - | (16 16) 3,2 |
(16 16) 3,2 |
(36 8) ,57 |
(19 4) 9,79 |
|
| Act ial g ains d lo uar an sse s |
- | - | 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 |
| Div ide nds dis trib d by the ute Pa rent Co mpa ny |
- | - | (66 ,35 6) |
- | (66 ,35 6) |
- | (66 ,35 6) |
| ide nds dis trib d by the bsid Div iari ute su es |
- | - | - | - | (5,9 31) |
(5,9 31) |
|
| mbi (Jui Eds dy S Ltd. nd G Pala .A) Bus ines ion Li . Bo Co. Gro u, S nat yste esta s co m., up a mp |
- | - | - | 2,16 4 |
2,16 4 |
||
| Incr ed o rshi p in st i nies wit h pr evio rol tere ont eas wne n co mpa us c |
- | - | (1,1 43) |
- | (1,1 43) |
(3,3 07) |
(4,4 50) |
| ital Cap Dec rea se |
(48 0) |
- | 480 | - | - | - | - |
| Sub sidi arie s Ca pita l Inc se ( Eds cha Ph td.) a, L rea |
- | - | - | 1,19 9 |
1,19 9 |
||
| n of the ld t lling Rec itio Pu t O ptio int ntro st ogn n so o no n-co ere |
- | - | (4,0 47) |
- | (4,0 47) |
80,9 47 |
76,9 00 |
| Oth nd a djus from pri ts a tme nts er m ove men or y ear s |
- | - | (2,0 62) |
- | (2,0 62) |
1,46 1 |
(60 1) |
| AT 31 DEC EM BER 20 17 |
287 ,75 7 |
61, 591 |
1,55 1,92 4 |
(36 16) 6,5 |
1,53 4,7 56 |
435 ,79 9 |
1,97 0,5 55 |
CONSOLIDATED STATEMENT OF CASH FLOW
| (In thousands of euros) | |||
|---|---|---|---|
| Note | December 31, 2018 | December 31, 2017 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit for the year before taxes and after non-controlling interest from continuing activities Profit (loss) after tax from discontinued operations |
329,637 - |
321,794 - |
|
| Profit for the year before taxes and after non-controlling interests | 329,637 | 321,794 | |
| Adjustments to profit | 589,031 | 504,177 | |
| Depreciation and amortization of intangible assets and PP&E | 10-11 | 433,190 | 401,595 |
| Impairment of intangible assets and PP&E | 10-11 | - | 3,552 |
| Gain (loss) attributable to non-controlling interest | 19 | 27,759 | 48,385 |
| Financial income | 28 | (8,956) | (9,000) |
| Financial expenses | 28 | 146,528 | 101,753 |
| Exchange rate differences | 19,175 | - | |
| Share of profit/(loss) from associates - equity method | 12 | 46 | 997 |
| Change in fair value of financial instruments | 8,035 | (2,086) | |
| Result of exposure to inflation | 4.5 | 5,111 | - |
| Impairment | 13-14-15 | - | 16,051 |
| Change in provisions | 21 | (17,765) | (14,031) |
| Grants released to income | 20 | (4,616) | (4,918) |
| Gain (loss) from disposal of intangible assets and PP&E Realized exchange rate differences |
(5,569) (9,173) |
(5,981) - |
|
| Unrealized exchange rate differences | - | (31,521) | |
| Other incomes and expenses | (4,734) | (619) | |
| Changes in working capital | (101,834) | 13,736 | |
| (Increase)/Decrease in Inventories | 13-14 | (137,798) | (58,673) |
| (Increase)/Decrease in Trade and other receivables | 14-15 | 49,015 | (3,622) |
| (Increase)/Decrease in Other current assets | 15 | (38,869) | (38,620) |
| Increase/(Decrease) in Trade and other payables | 25 | 24,688 | 117,061 |
| Increase/(Decrease) in Other current liabilities | 1,130 | (2,410) | |
| Other cash-flows from operating activities | (204,314) | (155,978) | |
| Interest paid | (129,265) | (99,931) | |
| Interest received | 8,957 | 8,346 | |
| Income tax received/(paid) | (84,006) | (64,393) | |
| Cash flows from operating activities | 612,520 | 683,729 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | - | - | |
| Payments on investments | (937,851) | (910,083) | |
| Group companies and associates | (16,113) | (10,934) | |
| Addition to consolidation scope | 815 | 2,636 | |
| Other Intangible assets | 10-23 | (113,217) | (95,702) |
| Property, plant and equipment | 11-23 | (793,976) | |
| Net change in financial assets | (15,360) | (787,441) (18,642) |
|
| Proceeds from divestments | 13,162 | ||
| Other intangible assets | 10 | 3,075 | |
| Tangible assets | 11 | 7,409 | 28,685 6,452 22,233 |
| Net change of financial assets | 2,678 | - | |
| Grants, donations and legacies received | 20 | 5,095 | 1,549 |
| Cash flows from investing activities | (919,594) | ||
| CASH FLOW FROM FINANCING ACTIVITIES | - | ||
| Proceeds and payments on equity instruments | (34,409) | ||
| Net Change in non-controlling interests | 19 | (24,266) | |
| Treasury shares | 16 | (6,041) | (879,849) - (1,312) (2,108) - |
| Other movements in equity Proceeds and payments on financial liabilities |
(4,102) 194,831 |
||
| Issue | 975,496 | ||
| Bonds and other marketable securitites | 392,394 | ||
| Interest-bearing loans and borrowings | 415,202 | ||
| Borrowings from related parties | 149,319 | ||
| Other borrowings | 18,581 | ||
| Repayment of | (780,665) | ||
| Interest-bearing loans and borrowings | (727,689) | ||
| Net change in credit facilities, discounted bills and factoring | 52,976 | ||
| Borrowings from related parties | - | ||
| Other borrowings | - | 796 705,732 1,065,345 - 1,057,136 62 8,147 (359,613) (264,199) (82,367) (7,010) (6,037) |
|
| Payments on dividends and other equity instruments | (87,087) | (73,130) | |
| Dividends | 17-19-23 | (87,087) | (73,130) |
| Cash flows from financing activities | 73,335 - |
631,290 - |
|
| Effect of changes in exchange rates | (10,002) - |
(5,395) - |
GESTAMP AUTOMOCIÓN, S.A., hereinafter the "Parent Company", was incorporated on 22 December 1997. Its registered office is in Abadiano (Vizcaya, Spain), at the Lebario Industrial Park.
Its corporate purpose is to provide advisory and financing services and a link with the automobile industry for all its subsidiaries.
On 2 August 2012, the Parent Company registered the deed of transformation into a public limited company at the Vizcaya Commercial Registry. Additionally, since 7 April 2017 the shares of the Parent Company are listed on the four Spanish Stock Exchanges (Madrid, Barcelona, Valencia and Bilbao).
The Parent Company forms part, in turn, of a group headed by its majority shareholder Acek, Desarrollo y Gestión Industrial, S.L. (formerly named Corporation Gestamp, S.L.). The change of company name was adopted at the Extraordinary and Universal General Shareholders' Meeting on 5 February 2015, and was executed in a public deed on the same day. The Parent Company carries out significant commercial and financial transactions with the companies of the 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.
All the Group's subsidiaries centre their activities around the development and manufacture of metal components for the automotive industry via stamping, assembly, welding, tailor welded blanks, the construction of tools (moulds for the manufacture of parts) and machinery and the Group also has services companies and companies engaging in the research and development of new technologies.
Most of the Group's activities are located in the Western Europe segment; the North America segment constitutes the second most significant geographic market and the Asia segment the third one (Note 9).
Group sales are concentrated across a limited number of customers due to the nature of the automotive industry.
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 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 constituting 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 took place on 7 March 2017. This 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 involve 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 transaction 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 (Note 16.a))
The IPO prospectus was approved by CNMV (Spanish securities and exchange authority) on 23 March 2017.
On April 5, 2017 the subscription period ended and the offering price was fixed at 5.60 euros per share. Consequently, at the Interim Condensed Consolidated Balance Sheet date, Gestamp Automoción, S.A. shares are admitted to trading in the four Spanish Stock Exchanges (Madrid, Barcelona, Valencia and Bilbao).
As part of the previous process, JP Morgan Securities plc, Morgan Stanley & Co. International plc and UBS Limited were appointed as global coordinators. The cost of the IPO amounted to 2,209 thousand euros and was assumed by Gestamp Automoción, S.A., being accordingly booked in full in the company's Consolidated Income Statement.
Appendix I lists the companies composing the Group, country (address), the Group´s effective shareholding, their corporate purpose, their method of consolidation, and the auditors.
Appendix II lists the companies that hold the indirect investments, corresponding to 31 December 2018 and 31 December 2017.
No significant subsidiaries have been left out of the scope of consolidation.
The closing of the financial year for the companies included in the scope of consolidation is 31 December, 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 year ends on 31 March. However, an accounting close was performed at 31 December to include the financial statements of these companies in the Group's Consolidated Financial Statements at 31 December.
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 scope of consolidation.
The main changes in scope of consolidation during 2018 are the following:
Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the controlling interest (13,438 thousand euros) (Note 19) and the fair value of the consideration paid (16,333 thousand euros) is directly recognised in equity (2,895 thousand euros) (Note 17).
On 3 July 2018, Edscha Pha Automotive Components (Kunshan) Co., Ltd. was formed. (China), in which the Group owns 100% of its share capital. This company was included in the scope of consolidation in the fourth quarter of this year using the full consolidation method.

In 2017, the following companies were included in the scope of consolidation: MPO Providers Rezistent, S.R.L. (Romania), Gestamp Nitra, S.R.O. (Slovakia), Almussafes Mantenimiento de Troqueles, S.L. (Spain) due to acquisition and 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) due to formation. These companies were included in the scope of consolidation by the full consolidation method (Note 3).
Effective from 1 January 2017, after obtaining the authorisation of the National Commission on Markets and Competition, the subsidiary Gestamp Metalbages, S.A. acquired 60% of the share capital of the subsidiary Essa Palau, S.A., thereby increasing the percentage of ownership in such company from 40% to 100%. This company thereby went from being included in the scope of consolidation by the equity method to being included using the full consolidation method (Note 3).
In addition, on 9 March 2017 the subsidiary changed its name to Gestamp Palau, S.A.
On 1 January 2017, the subsidiary Edscha Holding GmbH acquired 10% of the share capital of the subsidiary Jui Li Edscha Body Systems, Co. Ltd., thereby increasing its percentage of ownership in that company and its subsidiaries Jui Li Edscha Hainan Industry Enterprise, Co. Ltd. and Jui Li Edscha Holding, Co.Ltd. from 50% to 60%. All these companies were incorporated in scope of consolidation by equity method, and after this transaction they are included using full consolidation method (Note 3).

On 15 May 2017, the subsidiary Beyçelik Gestamp Kalip, A.S. acquired 48.4% of the share capital of the subsidiary Çelik Form Gestamp Otomotive, A.S. from the minority shareholder for 4,450 thousand euros, thereby increasing its ownership interest to 100%.
Since this transaction implied changes in shareholdings in the subsidiaries retaining control over them, the difference between the adjustment to the non-controlling interests (3,307 thousand euros (Note 19) and the fair value of the consideration paid (4,450 thousand euros) was directly recognised in consolidated equity (1,143 thousand euros).
During the 2017 year, the company Metalbages P-51, S.L. was merged out of existence into Gestamp Metalbages S.A.
Lastly, the following companies changed names: Edscha Scharwaechter Mechanisms, S.A.P.I. de C.V., which became known as Edscha Automotive SLP, S.A.P.I. de C.V., (see Appendix I), Edscha Scharwaechter Mechanisms, S.A.P.I. de C.V., which became known as Edscha Automotive SLP Servicios Laborales, S.A.P.I., and Bero Tools, S.L., which became known as Gestamp Tooling Erandio, S.L.
On 14 September 2018, the Parent Company and the subsidiary, Gestamp Bizkaia, S.A. signed an agreement to purchase Reparaciones Industriales Zaldíbar, S.L. , acquiring 100% of the capital of that company for 4,000 thousand euros, of which a contingent liability amounting to 2,000 thousand euros was pending payment at 31 December, subject to certain conditions stipulated in the agreement.
The effective date of that contract was 14 November 2018.
This business combination originated a 444 thousand euros Goodwill (Note 10).
The company's object is to provide integral assembly, disassembly, improvements, transfers and other works related with the industrial equipment.
The fair value of the assets and liabilities from Reparaciones Industriales Zaldíbar, S.L., obtained from the inclusion balance sheet is as follows:
| Thousands of euros | |
|---|---|
| Property, plant and equipment | |
| Plant and other PP&E ( Note 11) | 100 |
| Trade receivables | 1,026 |
| Cash and cash equivalents | 815 |
| Financial Assets (Note 12) | 29 |
| 1,970 | |
| Other non-current liabilities | 1 |
| Other current liabilities | 10 |
| Trade accounts payable | 396 |
| Deferred Taxes (Note 24) | 7 |
| 414 | |
| Net assets | 1,556 |
| Percentage of direct shareholding acquired | 100.00% |
| Attributable net assets | 1,556 |
| Total consideration | 2,000 |
| Net effect of the business combination | 444 |
| Percentage of indirect shareholding | 100.00% |
| Final net effect of the business combination | 444 |
The revenue and the income attributable to this business combination since the incorporation date to 31 December 2018 amounted to 360 thousand euros and 77 thousand euros of profit, respectively.
The headcount of this business unit incorporated to the Group was 17 approximately.
There were no significant costs associated with this transaction.
On 5 February 2018, Gestamp Brasil Industria de Autopeças, S.A. signed an agreement to purchase NCSG Sorocaba Industria Metalúrgica Ltda, whereby it acquired 100% of the shares of this company for the amount of 80,000 thousand Brazilian reals (19,671 thousand euros). Of this amount, 23,532 thousand Brazilian reals (5,558 thousand euros) were pending at 31 December 2018 and the outstanding payment is booked under the heading "Other current liabilities" (Note 22.d)).
The agreement entered into force on 2 April 2018
The company's main activity is the manufacturing of automobile components.
The fair value of the assets and liabilities of NCSG Sorocaba Industria Metalúrgica Ltda obtained from the balance sheet upon consolidation is as follows:
| Thousands of euros | |
|---|---|
| Intangible assets (Note 10) | 8 |
| Property, plant and equipment (Note 11) | |
| Land and buildings | 6,592 |
| Plant and other PP&E | 9,514 |
| Inventories | |
| Commodities and other consumables (Note 13) | 1,412 |
| Finished and semi-finished products | 510 |
| Trade receivables | 4,864 |
| 22,900 | |
| Deferred Taxes (Note 24) | 389 |
| Other current liabilities | 1,331 |
| Trade accounts payable | 1,413 |
| 3,133 | |
| Net assets | 19,766 |
| Percentage of direct shareholding acquired | 100.00% |
| Attributable net assets | 19,766 |
| Total consideration | 19,671 |
| Net effect of the business combination | (95) |
| Percentage of indirect shareholding | 70.00% |
| Final net effect of the business combination | (67) |
The net effect of the business combination amounted to 67 thousand euros and was registered under the heading "Other operating income" in the Consolidated Income Statement at 31 December 2018.
The revenue and the income attributable to this business combination since the incorporation date to 31 December 2018 amounted to 28,819 thousand euros and 2,073 thousand euros of profit, respectively.
The headcount of this business unit incorporated to Group was 482 approximately.
There were no significant costs associated with this transaction.
On 24 November 2016, Gestamp Metalbages, S.A. entered into a share purchase agreement of Gestamp Palau, S.A. (Essa Palau, S.A. up to the date of the change of company name on 9 March 2017), by which it acquired 60% of the share capital of this company to third parties by a net 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 took effect on 1 January 2017, once the required authorisation was obtained from the National Commision on Markets and Competition (a condition precedent).
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 at fair value of this previously held shareholding at the date of acquisition led to a gain of 3,660 thousand euros. This amount was booked under the heading Other operating income in the Consolidated Income Statement.
Gestamp Palau, S.A.'s main activity is the manufacturing of automobile components for passenger cars.
The fair value of the assets and liabilities of Gestamp Palau, S.A. obtained from the balance sheet upon consolidation 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 | 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 |
| 40% fair value (first acquisition) | 3,660 |
| Provision for liabilities prior to the takeover | (5,309) |
| Cost of 60% consideration (takeover) | 5,491 |
| Net effect of the business combination | - |
Revenue and profit attributable to the business combination from the date of incorporation to 31 December 2017 amounted to 61,867 thousand euros and 1,743 thousand euros of profit, respectively.
The headcount of this business unit incorporated to the Group was 254 approximately.
There were no significant costs associated with this transaction.
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 amount 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.
The company's main activity is the manufacturing of automobile components.
The fair value of the assets and liabilities of Jui Li Edscha Body System Co, Ltd and its subsidiaries, obtained from the balance sheets at consolidation, 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 |
| Prepayments to suppliers | 143 |
| Trade receivables | 2,743 |
| Cash and cash equivalents | 2,465 |
| Other assets | 44 |
| Deferred tax assets | 49 |
| 8,337 | |
| Other non-current liabilities | 40 |
| Non-current provisions (Note 21) | 29 |
| Trade accounts payable | 2,825 |
| 2,894 | |
| Net assets | 5,443 |
| Attributable net assets (60%) | 3,266 |
| 50% carrying amount (first adquisition) | 2,713 |
| Cost of 10% consideration (takeover) | 543 |
| Net effect of the business combination | 10 |
Revenue and profit attributable to the business combination from the date of incorporation to 31 December 2017 amounted to 9,095 thousand euros and 354 thousand euros, respectively.
The headcount of this business unit incorporated to the Group was 93 approximately.
There were no significant costs associated with this transaction.
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 generated goodwill amounting to 981 thousand euros (Note 10).
Both the balance sheet and the income statement have been consolidated since 1 January 2017.
The company's main activity is the manufacturing of automobile components.
The fair value of the assets and liabilities of MPO Providers Rezistent, S.R.L. obtained from the inclusion balance sheets 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 |
| Percentage of direct shareholding acquired | 70.00% |
| Attributable net assets | 2,938 |
| Total consideration | 4,900 |
| Net effect of the business combination | 1,962 |
| Percentage of indirect shareholding | 50.00% |
| Final net effect of the business combination | 981 |
Revenue and profit attributable to the business combination from the date of incorporation to 31 December 2017 amounted to 35,712 thousand euros and 850 thousand euros of profit, respectively.
The headcount of this business unit incorporated to the Group was 300 approximately.
There were no significant costs associated with this transaction.
On 19 February 2016, the Parent Company acquired 100% of Gestamp Nitra, S.R.O. for 6.8 thousand euros, which was included in the scope of consolidation in 2017.
Given the scant significance of this company at the acquisition date, the effects of the business combination were not significant.

Gestamp Nitra, S.R.O.'s corporate purpose is to stamp and manufacture automotive components for passenger cars.
Revenue and loss attributable to the business combination from the date of incorporation to 31 December 2017 amounted to 4,953 thousand and a loss of 55 thousand euros, respectively.
There were no significant costs associated with this transaction.
On 24 November 2016, through the execution of the sale and purchase agreement whereby Gestamp Metalbages, S.A. acquired 60% of the share capital of Gestamp Palau, S.A., of which it already owned 40% of the share capital, the Group acquired Almussafes Mantenimiento de Troqueles, S.L., a subsidiary of Gestamp Palau, S.A., which was incorporated into the scope of consolidation in 2017.
Due to the small size of this company, the effects of the business combination were not material.
Almussafes Mantenimiento de Troqueles, S.L main activity is the manufacturing and maintenance of dies.
Revenue and profit attributable to the business combination from the date of incorporation to 31 December 2017 amounted to 2,515 thousand euros and 556 thousand euros of profit, respectively.
There were no significant costs associated with this transaction.
The Group's Consolidated Financial Statements at 31 December 2018 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, approved by the European Commission regulations in force at the aforementioned date.
The Consolidated Financial Statements have been prepared on the basis of the accounting records of each Group company at 31 December 2018 and 2017. 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 the year ended 31 December 2018 were prepared by the Board of Directors of Gestamp Automoción, S.A. at its meeting held on 28 February 2019, to be submitted to the approval of the General Shareholders' Meeting, and it is considered that they will be approved without any changes.
The figures contained in these Consolidated Financial Statements are expressed in thousands of euros, unless otherwise indicated and, consequently, they may be rounded off.

The following companies were incorporated in the scope of consolidation in 2018 using the full consolidation method:
Also, Gestamp Auto Components Sales (Tianjin), Co., Ltd. was incorporated using the equity method.
Lastly, the merger operation took place between Gestamp Palencia, S.A. (the acquiring company) and Gestamp Galvanizados, S.A.U. (the acquired company).
In 2017, the following companies were incorporated under the scope of consolidation:
Additionally, the method used to include the following companies in the scope of consolidation was modified (Note 2.b):
Finally, the companies Metalbages P-51 (absorbed) and Gestamp Metalbages, S.A. were merged by absorption. (surviving company).
The Consolidated Financial Statements comprise the financial statements of the Parent Company and subsidiaries at 31 December 2018.
The Group controls a subsidiary if and only if the Group in turn:

When the Group does not hold the majority of voting rights or similar rights of the subsidiary, the Group considers all relevant facts and circumstances to assess the existence of control. This includes:
When facts and circumstances indicate changes in one or more elements determining control over a subsidiary, the Group reassesses the existence of control over such subsidiary (Note 7).
Subsidiaries are fully consolidated from the acquisition date, when the Group obtains control, and continue to be consolidated until the date when such control ceases. If the Group loses or relinquishes control of a subsidiary, the Consolidated Financial Statements include that subsidiary's results for the portion of the year during which the Group held control thereover.
The financial statements of the subsidiaries have the same closing date as the Parent Company, except for the companies mentioned in Note 2.a. The said companies have an additional closing for the financial year for their inclusion in the Consolidated Financial Statements, being elaborated with the same accounting policies in a uniform and coherent procedure.
The profit or loss of a subsidiary company is attributed to non-controlling interests, even if it involves recording a debit balance with them.
Changes in shareholding percentage that do not mean loss of control are reflected as an equity transaction. When the Group lose control of a subsidiary:
The full consolidation method is used for companies included in the scope of consolidation, controlled by the Parent Company, in accordance with the definition included at the beginning of this section.
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.

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.
Investments in which the Group has significant influence but not control have been consolidated under the equity method. Significant influence is the power to participate in the financial and operating policy decisions of the subsidiary but it does not imply control or joint control on those policies. Considerations to make in order to decide whether there is significant influence are similar to those made to decide whether there is control over a subsidiary.
For the purposes of preparing these Consolidated Financial Statements, significant influence is deemed to exist in investments in which the Group, directly or indirectly, holds over 20% of the investment, and in certain instances in which the Group's holding is less than 20%, but significant influence can be clearly demonstrated.
The assets and liabilities and income statements of companies included in the Consolidated Financial Statements, whose functional currency is different from the presentation currency, are translated to euros using the closing foreign exchange rates method as follows:
The differences between the net 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 - Translation Differences" in the Consolidated Balance Sheet (Note 18).
Exchange gains and losses due to the impact of changes in the functional currency relative to the euro on foreign currency borrowings considered permanent are taken directly to equity under "Translation differences", net of tax effect. The net amount of translation differences in 2018 is 21.4 million euros of negative translation differences (74.6 million euros of negative translation differences in 2017).
Permanent financing transactions are considered to be intragroup loans to subsidiaries whose repayment is not foreseen and are therefore treated as equity.

At 31 December 2017, neither the Parent Company nor the subsidiaries held equity interests issued by the Parent Company. At 31 December 2018, the Parent Company held own shares representing 0.19% of its share capital (Note 16.b)). The subsidiaries do not own investments issued by the Parent Company at 31 December 2018.
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.
The following transactions and balances were eliminated upon consolidation:
The value of non-controlling interests in the equity and profit (loss) for the year of consolidated subsidiaries is recognised in "Non-controlling interests" in "Equity" in the Consolidated Balance Sheet and in "Non-controlling interests" in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income, respectively.
The Parent Company's directors have drawn up these Consolidated Financial Statements on a going concern basis since it considered that there are no uncertainties regarding its ability to continue as a going concern.
The Group has sufficient financing in place to fund its operations. The Group's outstanding net financial debt at 31 December 2018 amounted to 2,944 million euros (2,837 million euros at 31 December 2017 (Note 4.6), of which 91% matures at over 12 months (80% at 31 December 2017).
At 31 December 2018, the Group had liquid cash amounting to 1,508.7 million euros (1,881.4 million euros at 31 December 2017), of which 616.4 million euros corresponded to cash and cash equivalents (860.2 million euros at 31 December 2017) and 4.3 million euros related to debt securities in shortterm investments (5.4 million euros at 31 December 2017).
In addition, at 31 December 2018, the Group had undrawn committed bank loans for an amount of 887 million euros. Of them, 607 million euros corresponded to undrawn credit facilities (735.8 million euros at 31 December 2017) and 280 million euros to an undrawn revolving credit facility, both at 31 December 2018 and at 31 December 2017. The amount of this source of liquidity maturing at over 12 months was 600 million euros, including the revolving credit facility maturing on 15 July 2022.
Since all the inflation indicators for Argentina point to cumulative inflation in three years exceeding 100%, and there are no qualitative matters to mitigate the situation, Argentina must be considered to be a hyperinflationary economy from 1 July 2018, so IAS 29 "Financial Reporting in Hyperinflationary Economies", applies, requiring the Consolidated Financial Statements to be expressed in terms of the current measurement unit on the date of the year reported. This restatement of the accounting values was carried out as follows:
The index used for the restatement was a synthetic index. To restate the balances prior to 31 December 2016, the wholesale price index was used and, from 1 January 2017, the National Consumer Price Index was used.
The comparative figures in the Consolidated Financial Statements with respect to the companies in Argentina are those of the previous year, that is, they are not adjusted by hyperinflation nor will they be adjusted for subsequent changes in the level of prices or exchange rates in subsequent years. This gives rise to differences between equity at the end of the previous year and equity at the beginning of the year under way and, as an accounting policy option, these changes are presented in the Translation Differences heading.
The effect on the Consolidated Financial Statements at 31 December 2018 of the inflation adjustment made in the manner described in the previous paragraphs was as follows:

| Thousands of euros TOTAL | ||||
|---|---|---|---|---|
| Gestamp | Gestamp | |||
| Córdoba, S.A. | Baires, S.A. | Total | ||
| Plant and other PP&E | (Note 11) | 11,451 | 25,227 | 36,678 |
| Intangible Assets | 21 | - | 21 | |
| Accounts receivable by stage of completion, tools | 1,773 | 2,531 | 4,304 | |
| Trade payables (Tooling) | (3,042) | (3,956) | (6,998) | |
| Deferred tax liabilities | (2,487) | (5,950) | (8,437) | |
| EFFECT NON-MONETARY ASSETS AND LIABILITIES | 7,716 | 17,852 | 25,568 | |
| Revenue | 3,504 | 13,041 | 16,545 | |
| Cost of materials used | (1,248) | (7,136) | (8,384) | |
| Staff costs | (1,446) | (2,308) | (3,754) | |
| Other operating expenses | (733) | (1,118) | (1,851) | |
| EFFECT ON EBITDA (LOSS) | 77 | 2,479 | 2,556 | |
| Depreciation and amortisation and impairment | 955 | 2,369 | 3,324 | |
| Finance income | 10 | 438 | 448 | |
| Finance costs | (80) | (1,011) | (1,091) | |
| Exchange gains (losses) | (116) | (26) | (142) | |
| Income tax | 143 | 188 | 331 | |
| Result of exposure to inflation | 952 | 4,159 | 5,111 | |
| EFFECT ON RESULTS FOR THE YEAR (LOSS) | 1,941 | 8,596 | 10,537 | |
| PRIOR EFFECT ON TRANSLATION DIFFERENCES (PAYABLE) | (9,657) | (26,448) | (36,105) | |
| Effect non-controlling interests due allocation of translation differences | (2,813) | (6,691) | (9,504) | |
| Effect non-controlling interests due allocation of income and expenses | 499 | 1,336 | 1,835 | |
| EFFECT ON NON-CONTROLLING INTEREST (PAYABLE) | (2,314) | (5,355) | (7,669) | |
| TOTAL EFFECT ON TRANSLATION DIFFERENCES (PAYABLE) | (Note 18) | (6,844) | (19,757) | (26,601) |
| TOTAL EFFECT ON INCOME AND EXPESNSES (RECEIVABLE) | 1,442 | 7,260 | 8,702 |
Together with the indicators given in the IFRS, the Group uses a set of alternative management indicators, since it considers that they help in the decision-making process and economic-financial situation and are widely used by investors, financial analysts and other stakeholders. These indicators are not defined by IFRS and thus may not be directly comparable with other similar indicators used by other companies.
The EBITDA is an alternative management indicator, since it provides useful information on the Group's capacity for the generation of operating results in the plants (before interest, tax and deprecitation), divisions and the Group and it is one of the indicators used by lenders to measure our financial capacity being compare to the debt.
The impact of the amendments to the IFRS in the year (Note 5) have not changed the definition of EBITDA.
EBITDA represents the operating profit before depreciation, amortization and impairment losses. It is calculated as a difference between to unadjusted financial defined under IFRS.
EBITDA at 31 December 2018 and 2017 was as follows:
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Operating Profit Depreciation and amortisation and impairment |
527,335 433,190 |
484,729 405,147 |
| 960,525 | 889,876 |
For the purposes of providing comparable figures, the proforma EBITDA for 2018 excluding the impact of the application of IFRS 15 would be 939,504 thousand euros. Additionally, IFRS 9 had no impact on the EBITDA (Note 5.a)).
EBITDA calculation at december 31, 2018, based on the information of the Consolidated Statement of cash flow is the following:
| Profit befores taxes attibutable to equity holders of the company | 329,637 |
|---|---|
| Adjustments to profit | 630,888 |
| Depreciation and amortization of assets | 433,190 |
| Gain (loss) attributable to non-controlling interest | 27,759 |
| Financial incomes | (8,956) |
| Financial expenses | 146,528 |
| Exchange rate differences | 19,175 |
| Share of profit/(loss) from associates - equity method | 46 |
| Change in fair value of financial instruments | 8,035 |
| Result of exposure to inflation | 5,111 |
| TOTAL EBITDA | 960,525 |
EBIT (Earnings Before Interest and Taxes)
EBIT is the Operating Profit. It is calculated before Tax and Non-controlling interest.
The Group uses the CAPEX as an alternative management indicator, since it provides significant information on the investment decisions performed by the Group, and it is also related with the financing of operations.
CAPEX is calculated by adding the additions to Other intangible assets and to Property, plant and equipment.
CAPEX at 31 December 2018 and 2017 was as follows (Notes 10.b) and Note 11):
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Additions to Other intangible assets Additions to Property, plant and equipment |
112,411 807,804 |
95,702 700,307 |
| 920,215 | 796,009 |
Net financial debt provides useful information regarding the level of debt maintained by the Group related the fulfilment of the financial obligations ("covenants") and the fluctuation is explained with the cash flow generation before finanacial obligation more than the fluctuation of the Financial Debt.
The impact of IFRS 9 in the year (Note 5.a)) did not change the definition of this Alternative Performance Measure, calculating it by reference to the Consolidated Financial Statements data.
2018 2017 Interest-bearing loans and borrowings and debt issues 2,664,983 2,710,880 Finance lease 46,638 32,672 Borrowings from related parties 203,527 59,294 Other borrowings 28,756 34,183 Gross Financial Debt (Note 23 and Note 4.4) 2,943,904 2,837,029 Current financial assets (94,258) (78,896) Cash and cash equivalents (616,497) (860,238) Subtotal (710,755) (939,134) Net financial debt 2,233,149 1,897,895 Thousands of euros
Net financial debt at 31 December 2018 and 2017 was as follows (Note 23):
For the purposes of providing comparable figures, the proforma net financial debt for 2018, excluding the impact of the application of IFRS 9 would be 2,319,776 thousand euros.
The accounting policies used in preparing these Consolidated Financial Statements are the same as those applied in the Consolidated Financial Statements for the year ended 31 December 2017, except for the following standards, interpretations and/or amendments to the standards that were applied for the first time in this period:
The Group adopted IFRS 9 Financial instruments for the first time in 2018. Accordingly, although the standard was applied retroactively, the Group opted not to restate the comparative figures for the previous year.
Interest-bearing loans and borrowings and debt issues for the amount of 2,664,983 thousand euros (2,710,880 thousand euros at 31 December 2017) experienced some restructuring processes after the date on which they were originally granted, as is explained in Note 23. Considering the conditions of these restructurings, which were not deemed to be substantially different under the criteria of IAS 39. Accordingly, the amount was adjusted in the balance sheet for the restructuring fees and the effective interest rate was updated.
IFRS 9 guidelines for this kind of debt restructuring processes is different from the above criteria, since it requires adjusting the debt balance registered in the 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.
All things considered, the IFRS 9 adoption impact at January 1, 2018 is only linked to debt restructuring processes, and it is quantified as follows:
| Thousands of | |
|---|---|
| euros | |
| Liabilities | |
| Interest-bearing loans and borrowings and debt issues | (106,180) |
| Deferred tax liabilities | 23,920 |
| Total liabilities | (82,260) |
| Net positive impact on equity | 82,260 |
The deferred tax is calculated at a rate of 24%, when it had been previously calculated with a rate of 28%, due to the change in tax regulations in the Basque Country, whereby the nominal rate of the tax that was 28% in 2017 became 26% in 2018 and will be 24% from 2019.
At December 31, 2018 The estimate amount to be booked for future periods under the heading "Financial expenses", with its corresponding increase in in bank financial debt net of tax, is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| Total impact on | ||||
| Year | Finance cost | Tax effect | results | |
| 2019 | 22,831 | (5,216) | 17,615 | |
| 2020 | 22,735 | (5,173) | 17,562 | |
| 2021 | 20,644 | (4,651) | 15,993 | |
| 2022 | 14,688 | (3,199) | 11,489 | |
| 2023 | 5,727 | (1,203) | 4,524 | |
| Total | 86,625 | (19,442) | 67,183 |
These amounts can be modified in case of increase or repaiments that modify the accrual period.
At 31 December 2018, the amount booked under the heading "Financial expenses" as a result of applying this standard and the subsequent increase in debts with bank and credit institutions, amounted to 19,555 thousand euros. This amount involved a reversal of the deferred tax liability of 4,478 thousand euros.
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 has applied the simplified approach and record lifetime expected losses on all trade receivables. The Group expects no significant impact due to the credit quality of its customers. The amount recognised for this impairment model at 31 December 2018 at the Group was 4,044 thousand euros (Note 15).
The Group has adopted the new standard for the recognition of revenue from contracts with customers in the period, applying the modified retrospective method, which implied not re-stating the 2017 figures, recognising the impact at 1 January 2018. The accounting policy and the judgements applied were described in Note 6.11.
To sum up, the impact of the adoption of IFRS 15 corresponds to the change of model for the recognition of "risks and benefits", as required by IAS 18, to the transfer of "control" required by IFRS 15. In this regard, most of the parts delivered by the Group to the customers do not have an alternative use for different pojects or customers and the Group would be entitled to the collection, plus a margin, considering all the facts and circumstances.
The Group has applied a different disclosure in the financial position, the inventories not invoiced have been included in the heading "Assets from contracts with customers".
All things considered, the IFRS 15 implementation quantified effect as January 1, 2018 was as follows:
| Thousands | ||
|---|---|---|
| of euros | ||
| Assets | ||
| Work in progress | (143,799) | |
| Finished products | (123,791) | |
| Current assets from contracts with customers | 284,479 | |
| Total assets | 16,889 | |
| Liabilities | ||
| Deferred tax liabilities | 4,432 | |
| Total liabilities | 4,432 | |
| Net positive impact on equity | 12,457 | |
| Retained earnings | 11,194 | |
| Non-controlling interests | 1,263 |
On the assumption that the standards prior to IFRS 15 (IAS 18, IAS 11, etc.) had been applied in 2018 instead of IFRS 15, these differences would have been recognised in the Consolidated Income Statement and in the Consolidated Balance Sheet.
| Thousands of euros | ||||
|---|---|---|---|---|
| 31-12-2018 Consolidated | 31-12-2018 Proforma as if | |||
| Financial Statements with | IFRS 15 had not been in | |||
| Caption | IFRS 15 | force | Difference | |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS | ||||
| Operating income | (8,842,960) | (8,821,939) | (21,021) | |
| Deferred taxes | (32,432) | (37,555) | 5,123 | |
| Profit (loss) attributable to non-controlling interests | 27,759 | 25,698 | 2,061 | |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | ||||
| Inventories | ||||
| Work in progress | - | 185,094 | (185,094) | |
| Finished products | - | 124,197 | (124,197) | |
| Assets from contracts with customers | ||||
| Work in progress | 204,612 | - | 204,612 | |
| Finished products | 142,589 | - | 142,589 | |
| Trade receivables, tooling | 331,016 | - | 331,016 | |
| Trade and other receivables | 717,239 | 1,048,254 | (331,015) | |
| Deferred tax liabilities | (285,795) | (276,240) | (9,555) | |
| Equity | ||||
| Reserves at fully consolidated entities | (1,163,689) | (1,152,694) | (10,995) | |
| Profit for the period | (257,690) | (243,853) | (13,837) | |
| Non-controlling interests | (430,997) | (427,473) | (3,524) | |
| Other equity items | (326,619) | (326,619) - |
- | |
| Total | (9,916,967) | (9,903,130) | (13,837) |

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:
This interpretation is expected to be required for annual periods beginning on January 1, 2018 or later. The advanced application of this interpretation is allowed and must be disclosed. Taking into account that the Group´s usual practice is in line with this interpretation, there was no effect on its Consolidated Financial Statements.
IFRS 16 was issued in January 2016 and replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases - Incentives and SIC-27 Evaluating the Substance of Transactions in the Legal Form of a Lease.
IFRS 16 establishes the principles for recognition, measurement and presentation and the information to be disclosed in the leases, and demands the lessees to recognise all the leases under a single balance sheet model similar to the current recognition of the financial leases pursuant to IAS 17. At the date of commencement of a lease, the lessee will recognise a liability for the payments to be made under the lease (that is, the lease liability) and an asset that represents the right to use the underlying asset during the lease term (that is, the asset for the right of use). The lessee also must recognize separately the expenditure linked to the interests derived from the lease liability and the expenditure linked to the amortization of the right of use.
Lessees will be also be 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 recognize the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.
IFRS 16 is effective for annual periods beginning on 1 January 2019 or later.
The Group intends to adopt IFRS 16 without modifying the comparative figures for the previous year presented. The Group will apply the standard to the agreements that were identified as leases on applying IAS 17 and IFRIC 4. Accordingly, the Group will not apply the standard to the agreements that were not previously identified as leases under IAS 17 and IFRIC 4.
The Group will apply the exemptions proposed under the standard to the lease arrangements that ended within 12 months subsequent to the date of initial application, and for the lease arrangements for which the underlying asset has a low value.
In 2018, the Group performed a detailed assessment of the impact of IFRS 16, To sum up, the impact of the adoption of IFRS 16 is expected to be as follows:
Impact on the balance sheet (increase/decrease)) at 31 December 2018:
| Thousands of euros |
|
|---|---|
| Assets | |
| Assets for rights of use | 395,110 |
| Liabilities | |
| Lease liabilities | 395,110 |
The Interpretation addresses the recognition of income tax when the tax treatments imply uncertainty that affects the application of IAS 12. This interpretation is not applied to taxes or levies excluded from the scope of IAS 12, nor does it include the treatment of the related interest and penalties that may arise. The interpretation specifically addresses the following aspects:
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 that which best clarifies the uncertainty linked to income tax. This interpretation is expected to be required for annual periods beginning on January 1, 2019 or later, and some exceptions are allowed during the transitional period.
The Group will apply this interpretation from 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. Furthermore, the Group could have to implement processes and procedures to obtain the information required to correctly apply the interpretation.

The amendments to the definition of material are made so that it is easier to make judgements on what is material. The definition of material helps the entities to decide whether the information must be included in the Consolidated Financial Statements. These amendments clarify this definition and include guides on how it must be applied. Also, the explanations accompanying this definition were improved and it was ensured that the definition of material is consistent in all the standards.
The amendments will be applied to the annual periods beginning on 1 January 2020 or later, and their early application is permitted. The Group will assess the content of its Consolidated Financial Statement in accordance with the new definition, although it does not expect significant changes.
Line items included in the financial statements of each entity are valued using the functional currency of the primary economic environment in which it operates.
The Consolidated Financial Statements are presented in thousands of euros, and the Euro is the Group's presentation currency and the functional currency of the Parent Company.
Transactions in foreign currencies different to the functional currency of each company are translated to the Group's functional currency at the exchange rate prevailing at the date of the transaction. Exchange gains and losses arising on the settlement of these transactions or on translating foreign currency denominated monetary assets and liabilities at closing rates are recognised in the Consolidated Income Statement.
Property, plant and equipment is carried at either acquisition, transition cost to IFRS (January 1, 2007), or production cost, including all the costs and expenses directly related with assets acquired until ready for use, less accumulated depreciation and any impairment losses. Land is not depreciated and is presented net of any impairment charges.
Acquisition cost includes:
Prior to the date of transition to international accounting standards (1 January 2007), certain Group companies remeasured certain tangible assets under various legal provisions (RDL 7/1996; Norma foral del Gobierno vasco 6/1996 and various international legal provisions), the amount of these remeasurements being considered as part of the cost of the assets in accordance with IAS 1.

At the date of transition to EU-IFRS (1 January 2007), all property, plant and equipment was measured at fair value at that date on the basis of a report by an independent expert, which led to a revaluation of the Group's assets (Note 11).
The carrying value of Property plant, and equipment acquired by means of a business combination is measured at its fair value, determined by an independent expert at the moment of its incorporation into the Group (Note 6.3).
Specific spare parts: certain major parts of some items of Property, plant and equipment may require replacement at irregular intervals. The cost of these parts is 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 capitalised.
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 in which the asset is retired.
As permitted under IAS 23, borrowing costs directly attributable to the acquisition or development of a qualifying asset - an asset that takes a substantial period to be ready for its intended use - are capitalised as part of the cost of the respective assets. The amount of these capitalised finance 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:
| Estimated useful life (years) | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Buildings | 17 to 35 | 17 to 35 | |
| Plant and machinery | 3 to 20 | 3 to 20 | |
| Other plant, tools and furniture | 2 to 10 | 2 to 10 | |
| Other PP&E items | 4 to 10 | 4 to 10 |
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.
Business combinations are accounted for using the acquisition method. The acquisition cost is the sum of the total consideration transferred, measured at fair value at the acquisition date, and the amount of non-controlling interest of the acquired company, if any.

For each business combination, the Group measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets.
Acquisition costs incurred are registered under the heading "Other operating expenses" in the Interim Condensed Consolidated Income Statement.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. This includes the separation of the implicit derivatives of the main contracts of the acquired company.
Goodwill acquired in a business combination is initially measured, at the time of acquisition, at cost, that is, the excess of the total consideration paid for the business combination over the Parent Company's interest in the net fair value of the identifiable assets, liabilities, and contingent liabilities of the acquired business.
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 Interim Condensed 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 nonmonetary) and recognises any excess that continues to exist after this reconsideration in the Interim Condensed 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 cash-generating units (Note 6.7) expected to benefit from the business combination's synergies, irrespective of any other Group assets or liabilities assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit or groups of cash-generating units to which the goodwill relates. If the recoverable amount of the cashgenerating unit or group of cash-generating units is less than the carrying amount, the Group recognizes an impairment loss (Note 6.7).
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 interests in associates, which are companies over which the Group has significant influence.
The Group records its interest in associates and joint ventures 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 recognised directly in equity by the associate or joint venture, the Group recognises 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 minority 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 harmonise 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 recognised in "Share of profits of associates and joint ventures" 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 recognised in the Consolidated Income Statement.
Other intangible assets acquired by the Group are measured at cost less accumulated amortization and any accumulated impairment losses.
An intangible asset is recognised only if it is probable that it will generate future benefits for the Group and that its cost can be reliably measured.
Research costs are expensed as incurred.
Development expenditure is capitalised when the Group can demonstrate:
Capitalized development costs are amortized over the period of expected future benefits, no more than 6 years.
At 31 December 2018 and 2017, there are no intangible assets related to development costs capitalised more than one year prior (respect aforementioned dates) and whose amortization was not started on the aforementioned dates.
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 is measured at acquisition cost.
Software acquired from third parties, recognised as assets, is amortised over its estimated useful life, which does not exceed 5 years.
IT maintenance costs are expensed as incurred.
Following the IFRS 9's criterias, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Debt financial asset instruments are subsequently measured at fair value through profit or loss (FVPL), amortized cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the Group's business model for managing the assets; and whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding (the 'SPPI criterion').
The new classification and measurement of the IFRS 9 is as follows:
• instruments at amortized cost for financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion.

• instruments at FVOCI, with gains or losses recycled to profit or loss on derecognition.
The Group's financial instruments included in non-current financial assets, trade and other receivables, other current assets and current financial assets are recorded at amortised cost, taking into account the business model and the valuation of the SPPI.
Investments in associates or joint ventures, companies in which the Group has significant influence, are accounted for using the equity method (Note 6.4).
The Group retires a transferred financial asset from the Consolidated Balance Sheet when it has transferred in full 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 the transferees, 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 recognises any income on the transferred financial asset and any expense incurred on the financial liability in the Consolidated Income Statement.
The Group assesses at each reporting date whether there is any indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount as either the group of assets' or cash-generating unit's fair value less costs to sell, or its value in use, whichever is higher.
The indicators of impairment are analysed at two levels: One, at the level of the Group's CGUs and the other for the corporate development expense intangible assets (R&D projects). It is considered that a CGU has signs of impairment if it is observed that its level of profitability is significantly below the average return of the segment and of the Group for an on-going period. Other qualitative factors that may affect the CGU are also considered. In the case of the R&D Projects, a significant variation in actual income with regard to expected income in the business plans estimated at the start of the project represent a sign of impairment.
A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash inflows from other assets. The smallest identifiable group of assets designated are the operating plants or the individual companies.
When the carrying amount of a group of assets or CGU exceeds its recoverable amount, an impairment loss is recognised and its carrying amount is decreased to its recoverable amount.
Impairment losses with respect to CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating units and, then, to proportionally reduce the carrying amount of the assets of the CGU unless, based on a review of the individual assets, it is considered that their fair value less costs to sell is higher than their carrying amount.

When assessing value in use, estimated future cash-flows are discounted at present value by using a pre-tax discount rate that reflects current market valuations of money and risks of the asset. For calculating the fair value of the asset less costs to sell, recent transactions are considered and if they cannot be identified, a proper valuation method is used. These calculations are based on several considerations, market prices and other available indicators of the fair value.
The calculation of impairment is based on detailed budgets and previsions individually prepared for each CGU to which the asset is allocated. Those budgets and previsions refer to a five-year and after that it applies a long-term growth rate using for estimating future cash-flows.
The impairment losses from continued operations, including impairment of inventories, are registered in the Consolidated Income Statement in the expense headings 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.
An impairment loss recognised in previous years is reversed against 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 recognised.
The following assets present specific characteristics when assessing their impairment:
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.
At year-end an impairment test is performed on intangible assets with indefinite useful lives, both at the individual level and at the CGU level, as appropriate, and when circumstances indicate that the carrying amount may be impaired.
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 Interim Condensed Consolidated Income Statement for the year. The cumulative loss recognized in the Interim Condensed 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 recognised in the Consolidated Income Statement, the impairment loss can 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 book value of the asset will be reduced through the provision account. The amount of the loss is recognised in the Consolidated Income Statement for the year. 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.
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 31 December 2018 and 2017, there are no assets nor liabilities in this heading and no profit from discontinued operations.
Accounts receivable from customers are measured in the accompanying Consolidated Balance Sheet at their nominal value.
Discounted bills pending maturity at year end are included in the accompanying Interim Condensed 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 15.a).
The Group recognizes impairment for expected credit loss.
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).
The Company earns its revenue primarily from the sale of welded and stamped parts, as well as the construction of toolings. These goods and services are delivered to customers over time and not necessarily together.
The policy of recognising the Group's income is determined by the five-stage model proposed by IFRS 15 Revenue from Contracts with Customers.
The Group's contracts are normally supply agreements for an unspecified number of orders and thus the term of each contract depends on the orders received.
The contracts are identified with the orders received from the customer, since this is when rights and obligations are created between both parties to produce the parts or build the tools.
Given that control of manufactured toolings is transferred to the customer, the toolings are considered contract's goods and services. Manufacturing of the toolings as well as the parts necessary to ensure their correct operation is a single performance obligation.
Once the toolings are manufactured, each part requested by a customer corresponds to a separate performance obligation and thus, for practical purposes, they are not considered a series, given the short duration of the orders and the little time needed to produce the parts.
Taking into account the just in time production model with customers, at year-end, there were no significant performance obligations pending execution in relation to parts.
The price agreed in the orders represents the independent sales price of the goods and services being transferred in the contracts. The Group negotiates concessions or incentives that are discounted from expected future revenue despite the fact that the number of parts ordered with each contract is not known. Some orders have variable consideration for the reviews of prices under negotiation, which are estimated based on the expected probability method and, where appropriate, they would be limited to the amount that is highly unlikely to be reversed in the future.
On certain occasions, advance payments of future discounts are applicable to the agreement, which are normally paid at the beginning of the project to the customer This payment complies with the definition of the asset, to the extent that the associated contracts (resource criteria controlled by the company) are going to generate profit (probability criteria). Once the manufacture of the tools has been completed and the parts manufacturing phase has commenced, it is highly unlikely that the customer will cancel the project and choose another supplier, because it would mean a significant delay in its production and therefore it is probable that profit will be generated. Furthermore, it is highly probable that the payment will be recovered through sales of future parts and it is probable that economic benefits will be generated.
This payment is normally associated with the parts supply agreement to the customer, which will determine the time criteria to transfer the asset to results for the advance payment.
The accounting treatment afforded is to recognise this asset for the payment made early and to transfer it to results as reduced income when the goods and services expected in the agreement are delivered, that it, for the number of parts supplied to the customer. Given that the agreement term with the customer normally exceeds one year and the payment is made at the beginning of the project, the amount paid reflects the current net value of the asset to be recognised, hence, in subsequent periods, the corresponding finance income must accrue.
As the parts are made, goods are created that have no alternative use and the related orders generate rights and obligations wherein control of the parts is transferred to the customer.
Since the control of toolings and parts is transferred over time, progress is measured using the stageof-completion method. The method that best represents the progress of the Group's activities is costs incurred as a percentage of total estimated costs. If the results of a contract cannot be reliably estimated, revenue is recognized only to the extent that the expenses recognized are recoverable.
Based on historical experience and the Group's current estimates, except in extraordinary circumstances, no losses will be generated upon final settlement of the manufacturing contracts for tools under construction. Exceptionally, should it be deemed likely that costs will not be recovered, an onerous contract provision would be recognised.
There are no incremental direct costs for obtaining contracts. Performance obligations representing a guarantee do not exist either.
A residual part of income corresponds to access licences (royalties). They are recognised in line with the accrual principle
Customer advances corresponding to tooling construction contracts reflect billing milestones and not necessarily the stage of completion of the tooling construction. Assets from contracts with customers includes the balancing entry for income recognised according to the stage of completion method for which the customer was not invoiced, deducting the customer advances received. These Assets from contracts with customers are presented at contract level with a customer.
Financial interest is recognised based on the time elapsed, taking into account the effective return of the asset (using the effective interest method, i.e., the rate that makes discounted future cash receipts through the expected life of the financial instrument equal to the initial carrying amount of the asset).
Dividends received from associates, integrated by the equity method, are recognised in results on an accrual basis.

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.
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.
Grants related to assets are recognised as "Deferred Income" in the Consolidated Balance Sheet at the amount granted. The grant will be recognised in the Consolidated Income Statement as the subsidised asset is amortised.
When the grant relates to expenditure (or operating) items, it is recognised directly in the Consolidated Income Statement as income.
Financial liabilities are initially recognised at fair value, net of transaction costs, except financial liabilities at fair value through consolidated profit and loss. After initial recognition, interest-bearing loans and borrowings are subsequently measured at 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 or 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 not 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 non-controlling 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 Interim Condensed 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 the non-controlling interests and the corresponding equity attributable to the Parent Company in the same way as initially registered (Note 23.d).
Provisions are recognised when the Group has a current obligation (legal or constructive) arising as a result of a past event and it is probable that the Group will have to dispose of resources as required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at each Consolidated Balance Sheet closing date and are adjusted to reflect the current best estimate of the liability.
Provisions for personnel restructuring are recorded for the expenses necessarily incurred in restructuring and for those not associated with the entity's normal activities.
Provisions for personnel restructuring are only recognised when there is a formal plan ithat identifies:
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.
The Group has assumed pension commitments for some companies located in Germany and France.
The Group classifies its pension commitments depending on their nature in defined contribution plans and defined benefit plans. Defined contribution plans are post-employment benefit plans under which the company pays fixed contributions into a separate entity (insurance company or pension plan), and will have no legal or constructive obligation to pay further contributions if the separate company does not carry out its assumed commitments. Defined benefit plans are post-employments benefit plans other than defined contribution plans.
The Group carries out predetermined contributions into a separate entity (insurance company or pension plan), and will have no legal or implicit obligation to pay further contributions if the separate company does not have enough assets to attend employee benefits related to their services rendered in current and previous years.
The contributions made to defined contribution plans are recognised in profit and loss according to the accrual principle.

The amount posted in the Consolidated Income Statement was 6.1 million euros at 31 December 2018 (5.5 million euros at 31 December 2017) (Nota 27.b)). This figure corresponds to contribution made in United Kingdon.
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 recognised in profit and loss are:
The past service costs will be recognised as expenses at the earlier of the following dates (i) in the period when the plan is amended or curtailment occurs (ii) when the Group recognizes related restructuring costs or benefits of termination.
The net defined benefit liability (asset) is the deficit or surplus, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.
The rate used to discount post-employment benefit obligations shall be determined by reference to market yields at the end of the reporting period on high quality corporate bonds.
The deficit or surplus is:
Plan assets comprise assets held by a long-term employee benefit fund, and qualifying insurance policies. These assets are not available to the reporting entity´s own creditors and cannot be returned to the reporting entity. Fair value is based on market price and in case of stock market values, it corresponds to published prices.
There are defined benefit schemes in Germany and France.
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.
Leases where the lessor transfer to the Group substantially all the risks and benefits of ownership of the asset 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 recognised as an expense in the Consolidated Income Statement on a straight-line basis over the lease term.
The income tax recognised in the Consolidated Income Statement includes current and deferred income tax.
The income tax expense is recognised in the Consolidated Income Statement except for current income tax relating to line items in equity, which is recognised in equity and not in the income statement.
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.
The carry forward of unused tax credits and tax losses is recognised as a reduction in tax expense in the year in which they are applied or offset, unless there is reasonable doubt as to their realisation, in which case they are not capitalised and are considered as a decrease in income tax expense in the year in which they are applied or offset.
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.
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, from some of these operations have been sold extended coverage options.
These financial derivatives hedging cash flow are initially recognised in the Consolidated Balance Sheet at acquisition cost and, subsequently, any impairment loss allowances required are recognised to reflect their market value from time to time.
Any gains or losses arising from changes in the market value of derivative financial instruments in respect of the ineffective portion of an effective hedge are taken to the Consolidated Income Statement, while gains or losses on the effective portion are recognised in "Effective hedges" within "Retained earnings" with respect to cash flow hedges. The cumulative gain or loss recognised in equity is taken to the Consolidated Income Statement when the hedged item affects consolidated profit or loss or in the year of disposal of the item. The extended coverage option are not recognized as derivatives so the fluctuation is not transferred to the Consolidated Income Statement.
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 17 June 2016, to cover exposure to the exchange rate risk of its investments in subsidiaries whose functional currency was the US dollar (Note 23.b.1).
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 recognised 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.
In 2018, the Group arranged short-term currency options, to protect itself against currency depreciation. The change in fair value was not relevant and was recognised in the Consolidated Income Statement.
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.
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.
The preparation of the accompanying Consolidated Financial Statements under IFRS requires estimates and assumptions that affect the Consolidated Balance Sheet and the Consolidated Income Statement for the year. The estimates that have a significant impact are as follows:
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 and business plan 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.
The discounted cash flow method and the calculation of the perpetual value use a standardised period in which all those assumptions that are considered reasonable and recurring in the future are included.
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.
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.
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, as an essential reference, 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, based on the bonds yield curves or swaps interest rate 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 22.
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 keeping a loss history, which cannot be used to offset future tax profits from other group companies and when there are no taxable temporary differences in the company.
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 2016 review, the Group analyzed the current use of certain property, plant and equipment. This review was made following the analysis of an independent third party. The total cost of items whose useful life was reviewed was 2,205 million euros.
If the change in the estimated useful lives had not occurred, there would have been an impact on the 2016 Consolidated Profit and Loss Account of 12.5 million euros as an increase in depreciation expense.
With respect to the useful life of intangible assets that do not have a definite useful life, including capitalised expenses implementation , it has been calculated that, based on internal analyses, their useful life does not exceed 6 years and that their recovery is linear in accordance with the consumption pattern represented by the production of the operating plants.
When fair value of financial assets and liabilities recognised in the Consolidated Balance Sheet cannot be obtained from quoted prices in active markets it is calculated by valuation techniques that 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 23.b.1)).

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., Gestamp Automotive India Private Ltd and Tuyauto Gestamp Morocco.
Regarding Beyçelik Gestamp Kalip, A.S. and Tuyauto Gestamp Morocco, non-controlling interests are third parties external to Gestamp Automoción Group and over whom the shareholders of the Parent Company have no control.
Although in these companies the members of the board of directors are elected on the basis of the percentage of ownership, it is considered that control over the company is exercised taking into account the following facts and circumstances regarding the relevant activities:
The above activities are carried out directly by the Group since the shareholders owning the remaining shares do not have these capacities.
Additional to the circumstances mentioned below, regarding Gestamp Automotive India Private Ltd own most ot the board member as the Group has designated 4 board members of this company out of a total of 6 members. Regarding this company the non-controlling interests corresponding to the remaining 50% shareholding are Group related parties since it is to a company controlled by shareholders of the Parent Company.
The effect of a change in an accounting estimate is recognised in the same Consolidated Income Statement heading in which the associated income or expense was recognised under the former estimate.

The effect of this type of changes in accounting policies and the correction of errors is recognised in those cases that are significant at Group level. The cumulative effect at the beginning of the year is adjusted in the Retained earnings heading and the effect of the year itself is recognised in the Consolidated Income Statement for the year. In these instances, the prior year's balances are also restated to maintain comparability of information.
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:
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 2018 and 2017 is as follows:
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| 2018 | ||||||
| ITEM | WESTERN EUROPE |
EASTERN EUROPE |
MERCOSUR | NORTH AMERICA | ASIA | TOTAL |
| NON-CURRENT ASSETS | ||||||
| Goodwill | 72,463 | 14,943 | 8,036 | 2,890 | 11 | 98,343 |
| Other intangible assets | 272,683 | 14,296 | 4,516 | 26,607 | 34,262 | 352,364 |
| Property, plant and equipment | 1,340,538 | 596,384 | 295,782 | 1,102,922 | 542,069 | 3,877,695 |
| Non-current financial assets | 40,416 | 31 | 2,631 | 6,505 | 8,432 | 58,015 |
| Deferred tax assets | 185,507 | 17,414 | 22,638 | 82,746 | 14,583 | 322,888 |
| Total non-current assets | 1,911,607 | 643,068 | 333,603 | 1,221,670 | 599,357 | 4,709,305 |
| WORKING CAPITAL | ||||||
| Inventories/Assets from contracts with customers | 117,370 | 64,764 | 68,765 | 144,982 | 94,864 | 490,745 |
| Assets from contracts with customers | 475,500 | 9,482 | 56,731 | 29,990 | 106,514 | 678,217 |
| Trade and other receivables | 281,950 | 162,606 | 42,198 | 251,802 | 263,154 | 1,001,710 |
| Subtotal | 874,820 | 236,852 | 167,694 | 426,774 | 464,532 | 2,170,672 |
| Other current assets | 12,186 | 30,722 | 10,482 | 48,230 | 8,306 | 109,926 |
| Trade and other payables | (962,097) | (245,524) | (96,484) | (256,986) | (296,102) | (1,857,193) |
| Current provisions | (8,485) | (2,187) | - | (13) | (2,561) | (13,246) |
| Other current liabilities | (1,415) | (903) | - | (1,799) | (7) | (4,124) |
| Other current borrowed liabilities | (90,438) | (9,079) | (28,741) | (25,385) | (33,660) | (187,303) |
| Total working capital | (175,429) | 9,881 | 52,951 | 190,821 | 140,508 | 218,732 |
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| 2018 | ||||||
| ITEM | WESTERN | EASTERN | MERCOSUR NORTH AMERICA |
ASIA | TOTAL | |
| EUROPE | EUROPE | |||||
| Revenue | 4,101,130 | 1,186,724 | 585,131 | 1,659,026 | 1,015,627 | 8,547,638 |
| EBITDA | 429,725 | 153,802 | 77,432 | 149,045 | 150,521 | 960,525 |
| 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, plan and equipment | 1,274,953 | 516,425 | 246,180 | 851,777 | 518,444 | 3,407,779 |
| Non-current financial assets | 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) |
| Current 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 borrowed liabilities | (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 |
Recurring operating transactions between subsidiaries in different segments are not material.
The heading "EBITDA" from each segment includes the costs of Group corporate services according to:
The additions of Other intangible assets (Note 10.b) by segments are as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| Segment | 2018 | 2017 | ||
| Western Europe | 87,332 | 66,670 | ||
| Eastern Europe | 6,033 | 3,830 | ||
| Mercosur | 1,113 | 2,227 | ||
| North America | 11,815 | 8,704 | ||
| Asia | 6,118 | 14,271 | ||
| Total | 112,411 | 95,702 |
The additions of Property, plant and equipment (Note 11) by segments are as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| Segment | 2018 | 2017 | ||
| Western Europe | 211,592 | 195,741 | ||
| Eastern Europe | 165,229 | 105,819 | ||
| Mercosur | 46,961 | 25,386 | ||
| North America | 294,325 | 264,212 | ||
| Asia | 89,697 | 109,149 | ||
| Total | 807,804 | 700,307 |
The three customers representing the highest contribution to sales (including the companies in their own groups) represent 47.6% of revenue (2017: 48.1%) and each of them represents more than 9.5% of revenue in 2018 (over 10% in that period of 2017).
a) Consolidation goodwill
The movement in this heading assigned to each Group Segment in 2018 and 2017 is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| Balance at 31-12-2017 | Translation | |||
| Segment / CGU | Acquisitions | differences | Balance at 31-12-2018 | |
| Western Europe | ||||
| Gestamp HardTech AB | 38,898 | - | (1,275) | 37,623 |
| Gestamp Metalbages S.A. | 15,622 | - | - | 15,622 |
| Gestamp Aveiro, S.A. | 7,395 | - | - | 7,395 |
| Gestamp Levante, S.A. | 6,944 | - | - | 6,944 |
| Griwe Subgroup | 6,466 | - | - | 6,466 |
| Adral, matricería y puesta a punto S.L. | 857 | - | - | 857 |
| Reparaciones Industriales Zaldibar, S.L. | 444 | 444 | ||
| Eastern Europe | ||||
| Beyçelik Gestamp Kalip, A.S. | 15,774 | - | (3,942) | 11,832 |
| Gestamp Severstal Vsevolozhsk, Llc | 109 | - | (14) | 95 |
| Çelik Form Gestamp Otomotive, A.S. | 2,740 | - | (685) | 2,055 |
| MPO Providers Rez. S.R.L. | 959 | - | 3 | 962 |
| Mercosur | ||||
| Gestamp Brasil Industria de Autopeças, S.A. | 8,982 | - | (945) | 8,037 |
| Asia | ||||
| Gestamp Services India Private, Ltd. | 11 | - | - | 11 |
| Total | 104,757 | 444 | (6,858) | 98,343 |
| Thousands of euros | ||||
|---|---|---|---|---|
| Balance at 31-12-2016 | Translation | Balance at 31-12-2017 | ||
| Segment / CGU | Acquisitions | differences | ||
| 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 pta 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 |
The additions recognised in 2018 correspond to the acquisition of Repapraciones Industriales Zaldíbar, S.L. This company was included in the scope of consolidation by the full consolidation method, since control was acquired over it and it was therefore a business combination (Note 3).
The additions recognised in 2017 correspond to the acquisition of MPO Providers Rezistent, S.R.L. This company was included in the scope of consolidation by the full consolidation method, since control was acquired over it and it was therefore a business combination (Note 3).
Translation differences in 2018 and 2017 correspond to the adjustments to the goodwill of companies whose functional currency is different from the Euro, translated at the exchange rate prevailing at Interim Condensed Consolidated Balance Sheet date, according to IAS 21 (Note 6.3).
The Group has implemented annual procedures to test goodwill for impairment. This assessment is carried out for each of the CGUs or groups of CGUs to which goodwill has been allocated.
A CGU is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash inflows from other assets or group of assets.
The CGUs' recoverable value at 31 December 2018 and 2017 has been determined by choosing the higher value between the fair value less the necessary costs to sell the CGU or through the calculation of value in use, using cash flow projections covering a five-year period, based on future business performance.
The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2018 and 2017, which are deemed to be prudent assumptions with respect to the growth rates from medium to long term for the automobile industry.
The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on the Weighted Average Cost of Capital (WACC), and is determined by the average weighted cost of equity and the cost of borrowed funds in line with the financial structure set for the Group.
The discount rates before taxes applied to the CGUs whose goodwill is most significant in 2018 and 2017 were as follows:
| Pre-tax discount rate | |||||
|---|---|---|---|---|---|
| Segment | CGU | 2018 | 2017 | ||
| Western Europe | Gestamp HardTech, AB | 9.06% | 8.93% | ||
| Western Europe | Gestamp Metalbages, S.A. | 9.57% | 9.81% | ||
| Eastern Europe | Beyçelik Gestamp Kalip, A.S. | 14.95% | 17.92% |
It is concluded that the recoverable value is higher than the carrying amount for all the CGUs, so the Group can recover the value of goodwill recognised at 31 December 2018 and 2017.
The economic projections made in previous years did not present significant differences with respect to the actual data.
The Parent Company's Management performed a sensitivity analysis, especially in relation to the discount rate used and the residual growth rate, to ensure that possible changes in the estimate of those rates do not affect the recovery of the aforementioned values, where the value in use is the reference value.

The composition of and movements in net intangible assets in 2018 and 2017 are as follows:
| Thousands of euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 31-12-2017 |
Changes in scope of consolidation |
Additions | Disposals | Currency translation differences |
Hyperinflation adjustment |
Other changes |
Balance at 31-12-2018 |
|||
| Cost | ||||||||||
| Development costs | 361,198 | - | 85,790 | (1,401) | 860 | - | (900) | 445,547 | ||
| Concessions | 19,349 | - | - | - | (161) | - | 250 | 19,438 | ||
| Patents, licences and trademarks | 40,924 | - | 105 | (893) | (130) | - | (69) | 39,937 | ||
| Goodwill | 1,101 | - | - | - | 260 | - | (450) | 911 | ||
| Transfer rights | 7 | - | 19 | - | - | - | (3) | 23 | ||
| Software | 160,890 | 55 | 18,822 | (1,639) | (1,097) | 21 | 7,149 | 184,201 | ||
| Prepayments | 14,276 | 7,675 | 123 | 46 | - | (7,742) | 14,378 | |||
| Total cost | 597,745 | 55 | 112,411 | (3,810) | (222) | 21 | (1,765) | 704,435 | ||
| Amortisation and impairment | ||||||||||
| Development costs | (171,535) | (47,029) | 1,962 | (487) | - | (180) | (217,269) | |||
| Concessions | (2,527) | - | (366) | - | 24 | - | - | (2,869) | ||
| Goodwill | - | - | (38) | - | (169) | - | 207 | - | ||
| Patents, licences and trademarks | (4,370) | - | (923) | 75 | 47 | - | (3) | (5,174) | ||
| Transfer rights | (838) | - | (332) | - | 34 | - | (224) | (1,360) | ||
| Software | (106,645) | (47) | (20,148) | 1,396 | 696 | - | 2,013 | (122,735) | ||
| Accumulated amortisation | (285,915) | (47) | (68,836) | 3,433 | 145 | 1,813 | (349,407) | |||
| Impairment of intangible assets | (1,890) | - | (1,505) | 425 | (7) | - | 313 | (2,664) | ||
| Net value | 309,940 | 8 | 42,070 | 48 | (84) | 21 | 361 | 352,364 |
Changes in consolidation scope at 31 December 2018 correspond to the incorporation of NCSG Sorocaba Industria Metalúrgica Ltda. (Note 3).
Additions to R&D expenses mainly correspond to development and design costs of portfolio projects, as well as the application of new technologies and the introduction of new materials related to the business.
Additions to Software mainly correspond to software licence renewal and to costs of SAP development and implementation.
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 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance at 31-12-2016 |
Changes in scope of consolidation |
Additions | Disposals | Currency translation differences |
Other changes |
Balance at 31-12-2017 |
|||
| Cost | |||||||||
| Development costs | 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, licences and trademarks | 40,266 | - | 1,851 | (732) | (117) | (344) | 40,924 | ||
| Goodwill | 1,673 | - | - | - | (761) | 189 | 1,101 | ||
| Transfer rights | - | - | - | - | 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 | ||
| Amortisation and impairment | |||||||||
| Development costs | (136,853) | (674) | (40,118) | 4,060 | 1,540 | 510 | (171,535) | ||
| Concessions | (2,392) | - | (430) | 146 | 152 | (3) | (2,527) | ||
| Patents, licences and trademarks | (4,074) | - | (1,435) | 739 | 51 | 349 | (4,370) | ||
| Transfer rights | (567) | - | (329) | - | 46 | 12 | (838) | ||
| Software | (94,347) | (404) | (16,697) | 2,387 | 2,732 | (316) | (106,645) | ||
| Accumulated amortisation | (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 value | 282,460 | 406 | 36,334 | (6,458) | (5,114) | 2,312 | 309,940 |
Changes in the scope of consolidation at 31 December 2017 corresponded 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 mainly correspond to development and design costs of portfolio projects, as well as the application of new technologies and the introduction of new materials related to the business.
Additions to Software mainly correspond to software licence renewal and to costs of SAP development and implementation.
Additions to concessions were mainly related to land usage rights.
Additions to Prepayments corresponded to costs from SAP implementation.
Additions in Patents, licences and trademarks corresponded mainly to costs incurred in the acquisition of industrial patents.
The most significant additions by segment are shown in Note 9.
Main disposals corresponded to development projects whose feasibility is not reasonably assured, to software, and land usage rights disposals.
The net balance of the Other Changes column mainly includes differences relating to prior years; and to reclassifications between intangible assets and property, plant and equipment.
Development expenses corresponding to projects not fulfilling requirements to be capitalised were registered in the heading Other operating expenses in the Consolidated Income Statement, and they amount to 1,098 thousand euros at 31 December 2018 (31 December 2017: 1,473 thousand euros).
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.
The breakdown and change of the items comprising Property, plant and equipment is as follows:
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance at | Changes in scope of | Currency translation | Hyperinflation | Other | Balance at | |||
| 31-12-2017 | consolidation | Additions | Disposals | differences | adjustment | changes | 31-12-2018 | |
| Cost | ||||||||
| Land and buildings | 1,459,572 | 7,799 | 53,143 | (9,315) | (16,222) | - | 122,552 | 1,617,529 |
| Plant and other PP&E | 4,871,777 | 14,065 | 211,238 | (87,872) | (62,985) | 36,678 | 403,795 | 5,386,696 |
| PP&E under construction and prepayments | 638,619 | 543,423 | 10,397 | 3,036 | - | (522,607) | 672,868 | |
| Total cost | 6,969,968 | 21,864 | 807,804 | (86,790) | (76,171) | 36,678 | 3,740 | 7,677,093 |
| Amortisation and impairment | ||||||||
| Land and buildings | (418,473) | (1,207) | (35,827) | 4,357 | 4,890 | - | 1,459 | (444,801) |
| Plant and other PP&E | (3,137,794) | (4,451) | (326,469) | 77,470 | 36,120 | - | 6,462 | (3,348,662) |
| Accumulated amortisation | (3,556,267) | (5,658) | (362,296) | 81,827 | 41,010 | - | 7,921 | (3,793,463) |
| Impairment of PP&E | (5,922) | - | 2,751 | - | 13 | - | (2,777) | (5,935) |
| Net value | 3,407,779 | 16,206 | 448,259 | (4,963) | (35,148) | 36,678 | 8,884 | 3,877,695 |
Changes in the consolidation scope at 31 December 2018 correspond to the incorporation of NCSG Sorocaba Industria Metalúrgica Ltda. and Reparaciones Industriales Zaldíbar, S.L. (Note 3).
The cost value of the property, plant and equipment additions at 31 December 2018 mainly corresponds to investments in plants and production lines, with the aim of increasing the productive capacity of the Group, as well as to replacements to maintain existing activities. They mainly correspond to companies located in the USA, Spain, Turkey, Japan, the Czech Republic, the United Kingdom, Slovakia, China, Mexico, Germany and Brazil.
The net value of Disposals of PP&E mainly corresponds to the disposal of fully amortized items out of use.
The inflation adjustment corresponds to the restatement of the value of non-current assets in Argentina, under IAS 29 (Note 4.5).
The net balance of the Other movements column mainly reflects adjustments relating to prior years and reclassifications between inventories, PP&E and intangible assets.
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance at Changes in scope of |
Currency translation | Other | Balance at | |||||
| 31-12-2016 | consolidation | Additions | Disposals | differences | changes | 31-12-2017 | ||
| Cost | ||||||||
| 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 | |
| Amortisation 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 amortisation | (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 value | 3,160,014 | 50,507 | 354,528 | (16,246) | (141,389) | 365 | 3,407,779 |

Changes in the scope of consolidation at 31 December 2017 corresponded 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 corresponded to investments in plants and production lines, with the aim of increasing the productive capacity of the Group, as well as to capital expenditure to maintain existing activities. They mainly corresponded 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 retirements of technical installations and other property, plant and equipment corresponded mainly to the disposal of unused items, and to the sale of items to third parties outside the Group.
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 | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Initial cost | 266,567 | 266,567 | |
| Fair value | 509,428 | 509,428 | |
| Revaluation | 242,861 | 242,861 | |
| Accumulated amortisation | (49,084) | (44,844) | |
| Deferred tax liabilities | (48,864) | (50,026) | |
| Total | 144,913 | 147,991 | |
| Non-controlling interests | (24,636) | (24,878) | |
| Reserves (Note 17.4.b) | (123,113) | (125,886) | |
| Profit for the year | 2,836 | 2,773 | |
| Total | (144,913) | (147,991) |
The detail, by segment, of PP&E at 31 December 2018 and 2017, respectively, was as follows:
| Thousands of euros | |||
|---|---|---|---|
| Net carrying amount Net carrying amount | |||
| Segment / Country | 2018 | 2017 | |
| Western Europe | 1,340,539 | 1,274,952 | |
| Spain | 660,247 | 646,944 | |
| Germany | 296,208 | 276,274 | |
| France | 90,302 | 87,945 | |
| Portugal | 68,725 | 55,966 | |
| Sweden | 19,480 | 23,469 | |
| United Kingdom | 198,249 | 184,354 | |
| Morocco | 7,328 | - | |
| Eastern Europe | 596,385 | 516,425 | |
| Poland | 161,332 | 167,106 | |
| Russia | 78,940 | 92,825 | |
| Hungary | 32,319 | 33,982 | |
| Czech Republic | 123,011 | 103,736 | |
| Romania | 17,523 | 8,650 | |
| Turkey | 82,476 | 74,469 | |
| Slovakia | 100,784 | 35,657 | |
| Mercosur | 295,782 | 246,180 | |
| Argentina | 51,811 | 24,349 | |
| Brazil | 243,971 | 221,831 | |
| North America | 1,102,921 | 851,777 | |
| USA | 776,453 | 580,437 | |
| Mexico | 326,468 | 271,340 | |
| Asia | 542,068 | 518,445 | |
| China | 370,579 | 361,997 | |
| India | 85,266 | 94,349 | |
| South Korea | 47,335 | 48,169 | |
| Japan | 38,620 | 13,482 | |
| Taiwan | 39 | 49 | |
| Thailand | 229 | 399 | |
| Total | 3,877,695 | 3,407,779 |
The breakdown of assets acquired under finance lease agreements at 31 December 2018 and 2017 is as follows:
| 2018 | ||||||
|---|---|---|---|---|---|---|
| Thousands of euros | ||||||
| Present value of lease obligations (Note 23.c.1) |
||||||
| Segment | Cost of the asset (thousands of euros) |
Lease term | Instalments paid |
Short term | Long term | Purchase option value |
| Eastern Europe | ||||||
| Machinery | 8,557 | 2 years | 1,425 | 1,295 | 5,066 | - |
| Machinery | 7,877 | 3 years | 841 | 972 | 5,218 | - |
| Machinery | 96 | 4 years | 47 | 24 | 24 | - |
| Machinery | 2,747 | 5 years | 1,411 | 445 | 1,009 | - |
| Machinery | 22,144 | 7 years | 6,801 | 2,853 | 10,982 | - |
| North America | ||||||
| Machinery | 21,830 | 20 years | 7,219 | 1,078 | 17,672 | - |
| 6,667 | 39,971 |
| 2017 | ||||||
|---|---|---|---|---|---|---|
| Thousands of euros | ||||||
| Present value of lease | ||||||
| obligations (Note 23.c.1) | ||||||
| Segment | Cost of the asset (thousands of euros) |
Lease term | Instalments paid |
Short term | Long term | Purchase option value |
| Western Europe | ||||||
| Other technical facilities | 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 |
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 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.
The volume of assets with respect to which the impairment test is performed with regard to the Group's total PP&E was 18% (24% in 2017).
The CGUs' recoverable value at 31 December 2018 was determined by choosing the higher of the fair value less the necessary costs to sell the CGU, and the calculation of value in use, using cash flow projections covering a five-year period, based on future business performance.
The discount rates before taxes applied to the CGUs with impairment indicators for 2018 and 2017 were as follows:
| 2018 | |||
|---|---|---|---|
| Segment | WACC rate before taxes |
Rate of perpetual growth |
|
| Western Europe | 8,79% - 9,78% | 1.00% | |
| Eastern Europe | 8,74% - 14,95% | 1.00% | |
| Asia | 11.40% | 1.00% | |
| North America | 9,99% - 13,26% | 1.00% | |
| Mercosur | 12,34% - 24,85% | 1.00% |
Brasil cosidered equity rate
| 2017 | |||
|---|---|---|---|
| WACC rate | Rate of | ||
| Segment | before taxes | perpetual | |
| growth | |||
| Western Europe | 8.72% - 10.0% | 1.00% | |
| Eastern Europe | 9.12% - 17.92% | 1.00% | |
| Asia | 11.48% | 1.00% | |
| North America | 9.76% | 1.00% | |
| Mercosur | 15.28% - 22.89% | 1.00% |
It is concluded that the recoverable value is higher than the carrying amount for all the CGUs, so the Group can recover the value of the consolidated assets of each CGU recognised at 31 December 2018 and 2017.
The economic projections made in previous years did not present significant differences with respect to the actual data.
The Parent Company's Management performed a sensitivity analysis, especially in relation to the discount rate used and the residual growth rate, to ensure that possible changes in the estimate of those rates do not affect the recovery of the aforementioned values, where the value in use is the reference value.
Both at 31 December 2018 and 2017, there were no items of property, plant, and equipment set aside to secure bank loans (Note 23.a.1).
The breakdown of the Group's financial investments at 31 December 2018 and 2017, by type and maturity, in thousands of euros, is as follows:
| Thousands of euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Investments accounted for using the equity method Loans granted |
Derivative financial instruments Current securities portfolio |
Other financial assets | ||||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Non-current financial assets | 2,390 | 1,787 | 37,407 | 39,248 | 6,019 | 14,718 | - | - | 12,199 | 13,674 |
| Investments accounted for using the equity method | 2,390 | 1,787 | - | - | - | - | - | - | - | - |
| Held-to-maturity investments | - | - | - | - | - | - | - | - | 898 | 898 |
| Loans and receivables | - | - | 37,407 | 39,248 | - | - | - | - | 11,301 | 12,776 |
| Derivative financial instruments (Note 23.b.1) | - | - | - | - | 6,019 | 14,718 | - | - | - | - |
| Current financial assets | - | - | 35,320 | 34,598 | - | - | 4,316 | 5,376 | 54,622 | 38,922 |
| Held-to-maturity investments | - | - | - | - | - | - | 4,316 | 5,376 | - | - |
| Loans and receivables | - | - | 35,320 | 34,598 | - | - | - | - | 54,622 | 38,922 |
| Total financial assets | 2,390 | 1,787 | 72,727 | 73,846 | 6,019 | 14,718 | 4,316 | 5,376 | 66,821 | 52,596 |
The movement of non-current financial assets in 2018 and 2017 are the following:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Investments accounted for using the equity method |
Loans granted | Derivative financial instruments |
Other financial assets |
||
| Balance at December 31, 2016 | 5,740 | 50,581 | 25,710 | 13,483 | |
| Changes in scope of consolidation | (2,722) | 3,508 | - | (3,061) | |
| Additions | - | 4,597 | - | 2,734 | |
| Disposals | - | (5,843) | - | 1,762 | |
| Change in valuation of derivatives | - | - | (10,992) | - | |
| Transfers | - | (12,463) | - | - | |
| Other changes | - | 332 | - | 1 | |
| Profit for the year | (997) | - | - | - | |
| Translation differences | (234) | (1,464) | - | (1,245) | |
| Balance at December 31, 2017 | 1,787 | 39,248 | 14,718 | 13,674 | |
| Changes in scope of consolidation | 614 | 20 | - | 7 | |
| Additions | - | 39 | - | 1,677 | |
| Disposals | - | (2,583) | - | (3,347) | |
| Change in valuation of derivatives | - | - | (8,699) | - | |
| Transfers | - | (320) | - | - | |
| Other changes | - | 1,124 | - | 118 | |
| Profit for the year | (46) | - | - | - | |
| Translation differences | 35 | (121) | - | 70 | |
| Balance at December 31, 2018 | 2,390 | 37,407 | 6,019 | 12,199 |
Changes in the scope of consolidation in 2018 corresponded to the incorporation of the subsidiary Gestamp Auto Components Sales (Tianjin) Co., Ltd. by the equity method. (Note 2.b).
Changes in scope of consolidation 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).
The results for 2018 and 2017, amounting to 46 thousand euros and 997 thousand euros of losses, respectively, relate to the application of the Group's percentage ownership interest in the results obtained by each company.
No dividends have been received from companies accounted for using the equity method in 2018 and 2017.
The summarized financial information of the Group´s investment in 2018 and 2017 is as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 2018 | |||||
| Gestamp Auto | |||||
| Global Laser Araba | Components Sales (Tianjin) | GGM & subsidiaries | Industrias Tamer, S.A. | ||
| Co., Ltd. | |||||
| Total non-current assets | 11,080 | - | 63,100 | 1,275 | |
| Total current assets | 1,205 | 49,791 | 75,449 | 2,668 | |
| Total non-current liabilities | (10,734) | - | (33,149) | (298) | |
| Total current liabilities | 216 | (48,115) | (102,983) | (2,598) | |
| Equity | (1,767) | (1,661) | (2,681) | (1,047) | |
| Translation differences | - | (15) | 264 | - | |
| Percentage of shareholding | 30% | 49% | 30% | 30% | |
| Carrying amount of investment | 530 | 821 | 725 | 314 |
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 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 | - | ||
| Percentage of shareholding | 30% | 30% | 30% | ||
| Carrying amount of investment | 245 | 1,182 | 360 |
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 2018 | |||||
| Global Laser Araba | Gestamp Auto Components Sales (Tianjin) Co., Ltd. |
GGM and subsidiaries | Industrias Tamer, S.A. | ||
| Operating income | 7,421 | 44,512 | 37,072 | 3,613 | |
| Operating expense | (6,430) | (43,971) | (38,242) | (3,218) | |
| OPERATING PROFIT/LOSS | 991 | 541 | (1,170) | 395 | |
| Finance profit/loss | (250) | 3 | (987) | (16) | |
| Exchange gains (losses) | - | - | 535 | - | |
| Impairment and other gains/losses | - | - | - | (157) | |
| PROFIT/LOSS BEFORE TAX | 741 | 544 | (1,622) | 222 | |
| Restatement of prior years' profit/loss | 209 | - | 5 | (375) | |
| PROFIT/LOSS FOR THE YEAR | 950 | 408 | (1,617) | (153) | |
| Percentage of shareholding | 30% | 49% | 30% | 30% | |
| Participation of the Group in profit/loss for the year | 285 | 200 | (485) | (46) |
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 2017 | |||||
| Global Laser Araba | GGM and 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 | ||
| Finance profit/loss | (166) | (815) | (15) | ||
| Exchange gains (losses) | - | (1,254) | - | ||
| PROFIT/LOSS BEFORE TAX | (945) | (3,227) | 186 | ||
| Restatement of prior years' profit/loss | 282 | 547 | (166) | ||
| PROFIT/LOSS FOR THE YEAR | (663) | (2,680) | 20 | ||
| Percentage of shareholding | 30% | 30% | 30% | ||
| Participation of the Group in profit/loss for the year | (199) | (804) | 6 |
The Loans granted heading includes mainly the loans granted to Group employees for the purchase from Acek Desarrollo y Gestión Industrial, S.L. of shares of the Parent Company in 2016, amounting to 35,764 thousand euros at 31 December 2018 (36,660 thousand euros at 31 December 2017), and the balance held by Edscha do Brasil Ltda. with the Brazilian tax authorities, for 978 thousand euros (1,146 thousand euros at 31 December 2017).
Changes in scope of consolidation in 2018 corresponded to the incorporation of the subsidiary Reparaciones Industriales Zaldíbar, S.L. using the full consolidation method.
The most significant derecognitions recorded in 2018 relate to the partial collection of 2,020 thousand euros of loans granted to Group employees for the purchase from Acek, Desarrollo y Gestión Industrial Gestión Industrial, S.L. of shares of the Parent Company.
The amount recorded under Other movements totalling 1,124 thousand euros relates to the capitalisation of interest on the long-term loan that the Parent Company has with its employees.
Changes in scope of consolidation in 2017 corresponded to the incorporation of subsidiary Gestamp Palau, S.A. using the full consolidation method (Note 2.b)).The subsidiary had 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 corresponded to:
Disposals in 2017 mainly corresponded to:
Transfers in 2017 mainly corresponded to:
Transfer 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)).
Changes in valuation at 31 December 2018 and 2017 correspond to the change in the present value of implicit derivatives, mainly due to the decrease in the 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 23.b.1)).
The amount recognised under "Other financial investments" at 31 December 2018 includes mainly guarantees and deposits, amounting to 11,625 thousand euros (13,464 thousand euros at 31 December 2017).
Changes in the scope of consolidation in 2018 corresponded to the incorporation of the subsidiary Reparaciones Industriales Zaldíbar, S.L. using the full consolidation method.
The most significant additions at 31 December 2018 corresponded to the arrangement of deposits as guarantee for operating leases, amounting to 1,103 thousand euros.
The most significant disposals at 31 December 2018 mainly correspond to the refund of security deposits linked to financial lease arrangements for 1,172 thousand euros, and to the payment of compensation for accidents at work, amounting to 1,783 thousand euros.
Changes in scope of consolidation in 2017 corresponded to the incorporation of subsidiary Gestamp Palau, S.A. using the 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)).
The most significant additions at 31 December 2017 relate mainly to the establishment of guarantee deposits for operating leases amounting to 526 thousand euros, security deposits for industrial accident insurance amounting to 1,029 thousand euros and court bonds amounting to 1,036 thousand euros.
Derecognitions in 2017 mainly corresponded to:
Variation in current financial assets in 2018 and 2017 is as follows:
| Thousands of euros | |||
|---|---|---|---|
| Loans granted | Current securities portfolio |
Other financial assets |
|
| Balance at December 31, 2016 | 11,036 | 338 | 31,854 |
| Changes in scope of consolidation | (1,745) | - | - |
| Additions | 13,452 | 5,092 | 53,687 |
| Disposals | (466) | (9) | (42,965) |
| Transfers | 12,315 | - | - |
| Other changes | 6 | - | (13) |
| Translation differences | - | (45) | (3,641) |
| Balance at December 31, 2017 | 34,598 | 5,376 | 38,922 |
| Changes in consolidation scope | - | - | 2 |
| Additions | 2,368 | 8,213 | 59,385 |
| Disposals | (558) | (9,076) | (38,438) |
| Transfers | 320 | - | 12 |
| Other changes | (144) | - | (1) |
| Translation differences | (1,264) | (197) | (5,260) |
| Balance at December 31, 2018 | 35,320 | 4,316 | 54,622 |
The balance recognised under Loans granted at 31 December 2018 and 2017 mainly corresponded to:
The most significant additions at 31 December 2018 mainly corresponded to the increase in receivables from public authorities by Gestamp Brasil Industria de Autopeças S.A., for 2,061 thousand euros.
Changes in the scope of consolidation in 2017 corresponded to loans and current accounts from Gestamp Palau, S.A., and which, after this subsidiary was incorporated in the scope of consolidation by the full consolidation method, were eliminated as part of the consolidation process (Note 2.b)).
The most significant additions at 31 December 2017 relate mainly to a loan granted by Gestamp Automoción, S.A. to Gestión Global de Matricería, S.L. amounting to 13,000 thousand euros, maturing in December 2018. This loan bears interest at 1%.
The most significant transfers at 31 December 2017 related mainly to the transfer of the balance recorded by Gestamp Brasil Industria de Autopeças, S.A. with the Brazilian tax authorities from noncurrent loans granted (Note 12.a.2)).

The amount recognised as a current securities portfolio at 31 December 2018 and 2017 mainly corresponded to:
The most significant additions at 31 December 2018 relate to short-term deposits arranged in the year by Gestamp Metal Forming (Wuhan), LTD and NCSG Sorocaba Industria Metalurgica, Ltd, for a total amount of 8,213 thousand euros, of which a total of 2,252 thousand euros were pending maturity at 31 December 2018, relating to NCSG Sorocaba Industria Metalurgica, Ltd. and which earn average yields of between 1.35% and 6.25%.
The balance of Other financial investments at 31 December 2018 mainly includes bank deposits amounting to 53,006 thousand euros (38,993 thousand euros at 31 December 2017), and guarantees and deposits for 1,311 thousand euros (1,341 thousand euros at 31 December 2017).
Additions at 31 December 2018 and 2017 mainly corresponded to bank deposits of the companies Gestamp Cordoba, S.A., Gestamp Baires, S.A. and Gestamp Automotive India Private Ltd., amounting to 58,859 thousand euros (31 December 2017: 52,047 thousand euros).
Disposals at 31 December 2018 mainly corresponded to the cancellation of bank deposits of the companies Gestamp Baires, S.A. and Gestamp Córdoba, S.A.
The most significant derecognitions at 31 December 2017 related to the cancellation of bank deposits of Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Gestamp Automotive Chennai Private Ltd., totalling 41,801 thousand euros.
The breakdown of inventories in the Consolidated Balance Sheet at 31 December 2018 and 2017 is as follows:
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Commercial inventories | 21,864 | 42,571 |
| Raw materials | 233,200 | 189,819 |
| Parts and assemblies | 67,739 | 68,382 |
| Spare parts | 100,251 | 80,459 |
| Packaging materials | 2,192 | 1,979 |
| Total cost of raw materials and other supplies (*) | 425,246 | 383,210 |
| Work in progress | - | 149,416 |
| Finished products | - | 131,297 |
| By-products, waste and recovered materials | 1,266 | 696 |
| Prepayments to suppliers | 84,685 | 62,913 |
| Total cost of inventories | 511,197 | 727,532 |
| Impairment of raw materials (*) | (11,307) | (23,569) |
| Impairment of other supplies (*) | (9,145) | (9,195) |
| Impairment of semi-finished products | - | (5,940) |
| Impairment of finished products | - | (7,506) |
| Total impairment | (20,452) | (46,210) |
| Total inventories | 490,745 | 681,322 |
(*) The change in commodities and other supplies is recognised under Materials used in operations in the Consolidated income Statement, the details of which are as follows:
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Change in inventories | ||||||||
| Balance at 31-12-2017 |
Impairment | Reversal of impairment |
Changes in inventories |
Other | Total | Changes in scope of consolidation (Note 3) |
Balance at 31-12-2018 |
|
| Raw materials and other supplies | 383,210 | - | - | 40,624 | - | 40,624 | 1,412 | 425,246 |
| Impairment of raw materials and other supplies | (32,764) | (3,085) | 2,355 | - | 13,042 | 12,312 | - | (20,452) |
| Consumption (Note 27.a) | 350,446 | (3,085) | 2,355 | 40,624 | 13,042 | 52,936 | 1,412 | 404,794 |
No finished goods and work in progress balances were recognised at 31 December 2018 nor their related impairment accounts, since they were recognised in the heading Assets from contracts with customers, due to the application of IFRS 15 (Notes 5 and 14).
The inventories were not encumbered at 31 December 2018 nor 31 December 2017.
The breakdown of this Interim Condensed Consolidated Balance Sheet heading is the following:

| Thousands of | |
|---|---|
| 2018 | |
| Work in progress | 102,470 |
| Semi-finished products | 108,578 |
| Impairment of semi-finished products | (6,436) |
| Finished products | 151,301 |
| Impairment of finished products | (8,712) |
| Trade receivables, tooling | 331,016 |
| Total | 678,217 |
The 2017 comparative figures are not provided as the IFRS 15 is applied for the first time during the period (Note 5). The Trade receivables, tools balance at 31 December 2017 amounted to 307,281 thousand euros (Note 15).
Accounts receivable by stage of completion correspond to the income recognized not invoicing. There are no prepayments exceeding the stage of completion by customer. The amount of the construction certificates for tools in progress, which were recognised by reducing the balance of the Trade receivables by stage of completion, tools heading at 31 December 2018 amounted to 682 million euros. Likewise, this same item amounted to 750 million euros at 31 December 2017, and reduced the balance of the "Trade receivables by stage of completion, tools" heading under "Trade receivables and other accounts receivable" (Note 15)
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Trade receivables | 566,045 | 792,553 |
| Trade bills receivable | 24,634 | 19,465 |
| Trade receivables by stage of completion, tooling (Note 14) | - | 307,281 |
| Trade receivables by stage of completion, machinery | 34,154 | 27,742 |
| Trade receivables, doubtful collection | 510 | 1,355 |
| Impairment of trade receivables | (4,044) | (5,630) |
| Trade receivables, related parties (Note 32.1) | 95,866 | 31,948 |
| Total | 717,165 | 1,174,714 |
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.
The variation in the impairment provision at 31 December 2018 related to the use of 1,471 thousand euros (31 December 2017: provision of 805 thousand euros) (Note 27.c), as well as written-off balances and translation differences.
The analysis of the age of the financial assets related to the sale of parts that had matured at 31 December 2018 and 2017 was as follows:

| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Less than 3 months | 30,704 | 30,861 | |
| Between 3 and 6 months | 8,537 | 3,931 | |
| Between 6 and 9 months | 4,621 | 1,398 | |
| Between 9 and 12 months | 6,548 | 236 | |
| More than 12 months | 8,869 | 4,445 | |
| Total outstanding past due receivables | 59,279 | 40,871 | |
| Impairment provision | (4,044) | (5,630) | |
| Total | 55,235 | 35,241 |
The amounts of these past due financial assets that had not been provisioned relate to customers with no history of bad debts.
The amount of the collection rights not yet due assigned by the Group under the factoring without recourse agreements arranged with Spanish, German, Portuguese, French, UK, US, Brazilian, Mexican, Polish, Czech Republic, Rumanian, Turkish, Slovakian and Swedish banks, that were eliminated from the Consolidated Balance Sheet, amounted to 566,319 thousand euros and to 380,293 thousand euros at 31 December 2018 and 31 December 2017, respectively.
The expense recognised at 31 December 2018 for the assignment of the collection rights not due at that date, under the factoring without recourse arrangements, amounted to 9,529 thousand euros (31 December 2017: 7,682 thousand euros) (Note 28.b)
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Debtors | 40,343 | 27,691 |
| Debtors, related parties (Note 32.1) | 74 | - |
| Remuneration prepayments | 3,971 | 3,064 |
| Short-term loans to staff | 113 | 872 |
| Total | 44,501 | 31,627 |
This line item amounted to 28,333 thousand euros at 31 December 2018 (31 December 2017: 26,795 thousand euros) and reflects the collection rights related to corporate tax refunds of the Parent Company and Group companies.
| Thousands of euros | ||
|---|---|---|
| 31-12-2018 | 31-12-2017 | |
| Misc. receivables from tax authorities | 210,823 | 141,916 |
| VAT refunds | 137,817 | 108,814 |
| Grants and subsidies | 5,315 | 1,420 |
| Income tax refunds | 21,301 | 22,679 |
| Other | 46,390 | 9,003 |
| Receivables from Social Security | 888 | 657 |
| Total | 211,711 | 142,573 |
This heading, amounting to 109,926 thousand euros, at 31 December 2018 (31 December 2017: 71,057 thousand euros), mainly reflects operating expenses relating to insurance premiums, maintenance and repair contracts, rentals and software licenses paid for during the year but for which the expense will accrue in the following year, as well as early payments for commercial agreements.
The breakdown of this heading at 31 December 2018 was as follows:
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Operating expenses | 44,688 | 12,735 |
| Commercial agreements | 49,640 | 52,325 |
| Exchange rate derivative Brazil (Note 23.b.1) | 1,845 | - |
| Others | 13,753 | 5,997 |
| Total | 109,926 | 71,057 |
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Cash | 548,645 | 840,759 |
| Cash equivalents | 67,852 | 19,479 |
| Total | 616,497 | 860,238 |
Cash equivalents correspond to deposits and surplus cash investments maturing in less than three months. The breakdown, by currency and interest rate, at 31 December 2018 and 2017, was as follows:
| 2018 | |||
|---|---|---|---|
| Company | Thousands of euros | Source currency | Interest rate range |
| Gestamp Severstal Kaluga, Llc. | 11,923 | Russian ruble | 4,14%-7% |
| Gestamp Brasil Industria de Autopeças, S.A. | 55,929 | Brazilian real | 100%-101% CDI |
| Total | 67,852 | ||
| 2017 | |||
| Company | Thousands of euros | Source currency | Interest rate range |
| Gestamp Severstal Vsevolozhsk, Llc. | 3,103 | Russian ruble | 6.50% |
| Gestamp Severstal Kaluga, Llc. | 7,217 | Russian ruble | 6.62% |
No restrictions existed regarding the use by the holders of the balances included in this heading in the accompanying Consolidated Balance Sheet.
Total 19,479
The information related to these headings at 31 December 2018 and 31 December 2017 was as follows:

| ITEM | 31-12-2018 | 31-12-2017 | |
|---|---|---|---|
| No. of shares | 575,514,360 | 575,514,360 | |
| Par value | 0.50 | 0.50 | |
| Thousands of euros | |||
| Issued capital (par value) | 287,757 0 |
287,757 0 |
|
| Treasury shares | (6,041) | 0 | |
| Share premium | 0 61,591 |
0 61,591 |
On March 7, 2017 the following social agreements were registered:
After these operations, as detailed in Note 1, the flotation of Parent Company shares commenced on 7 April 2017. This process was conducted by means of an Initial Public Offering (IPO) for 155,388,877 shares representing a 27% of capital, plus an additional option 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 shareholder structure at 31 December 2018 and 2017 was as follows:
| Shareholders | % shareholding | ||
|---|---|---|---|
| 31-12-2018 | 31-12-2017 | ||
| Acek Desarrollo y Gestión Industrial, S.L. | 19.69% | 21.17% | |
| Gestamp 2020, S.L. | 50.10% | 50.10% | |
| Treasury shares | 0.19% | - | |
| Free Float | 30.02% | 28.73% |
Acek Desarrollo y Gestión Industrial, S.L. holds a 75% of the shares capital of Gestamp 2020, S.L., so the total ownership interest (direct and indirect) in the Parent Company is 57.26%
On June 4, 2018, Acek Desarrollo y Gestión Industrial, S.L., major shareholder, sell 8,532,331 shares to minority shareholders, representing 1.48% of the share capital.
There are no bylaw restrictions on the transfer of the registered shares.
b) Own shares
On 27 July 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V., S.A.U., adapted to Circular 1/2017, of 26 April, of the CNMV.
The framework of this agreement will be the Spanish stock markets.
This agreement stipulates the conditions in which the financial intermediary will operate for the account of the issuer, buying or selling own shares of the latter, with the sole objective of favouring the liquidity and regularity of their listing, and it will have a duration of 12 months, deemed to be tacitly extended for the same period, unless indicated otherwise by the parties.
The amount earmarked to the cash account associated with the agreement is 9,000 thousand euros.
The own shares at 31 December 2018 represented 0.19% of the Parent Company's share capital and comprised 1,078,834 shares at an average acquisition price of 5.60 euros per share.
The movement in 2018 was as follows:
| Number of own shares |
Thousan ds of euros |
|
|---|---|---|
| Balance at December 31, 2017 | - | - |
| Increases/Purchases | 2,648,637 | 15,497 |
| Decreases/Sales | (1,569,803) | (9,456) |
| Balance at December 31, 2018 | 1,078,834 | 6,041 |
The sales price of the own shares detailed in the previous table amounted to 8,702 thousand euros, generating a negative result of 754 thousand euros. Likewise, the fees amounted to 13 thousand euros. The total result amounting to 767 thousand euros was recognised under Unrestricted reserves (Note 17.3).
The share premium of the Parent Company amounted to 61,591 thousand euros at 31 December 2018 and 31 December 2017.
The amended Spanish Corporate Enterprises Act expressly allows the use of share premium balance to increase share capital balance, corresponding to an unrestricted reserve.
The movements in "Retained earnings" for 2018 and 2017 are as follows:
| al re Leg serv e |
dwi ll Goo rese rve |
d Unr icte estr rese rves |
ful ly Res s at erve soli date d en titie con s |
Res s at erve ocia tes ass |
Prof it fo r th e yea r |
Effe ctiv e hed ges |
al Tot |
|
|---|---|---|---|---|---|---|---|---|
| AT 1 JA NUA RY 2 018 |
47,1 09 |
4,45 5 |
272 ,199 |
1,01 9,30 4 |
(2,3 46) |
239 ,692 |
(28, ) 489 |
1,55 1,92 4 |
| Prof it fo r th riod e pe |
257 ,690 |
257 ,690 |
||||||
| Fair val djus (hed ge) (No te 2 3.b. 1)) tme nts ue a rese rve |
6,41 3 |
6,41 3 |
||||||
| al g and los Act uari ains ses |
4,60 8 |
4,60 8 |
||||||
| ropi atio n of rofit App 20 17 p s |
10,4 41 |
20,1 03 |
210 ,146 |
(998 ) |
(239 ) ,692 |
|||
| bute d by the y (N ) Divi den ds d istri Par Com 17.3 ent ote pan |
(71, ) 939 |
(71, ) 939 |
||||||
| Divi den ds d istri bute d by sub sidi arie s (N 17.3 d N 19) ote ote an |
100 ,603 |
(100 ,603 ) |
||||||
| Sha Tre uisi tion sury res acq |
(767 ) |
(767 ) |
||||||
| ed o rshi with l (N 2.b) ) Incr p in tere st in ies viou ntro ote eas wne com pan pre s co |
(4,1 62) |
(4,1 62) |
||||||
| Dec ed o rshi p in st in ies with viou l (N 2.b) ) tere ntro ote reas wne com pan pre s co |
2,89 5 |
2,89 5 |
||||||
| t fro loa ns ( .3) Int arti cipa ting Not e 17 eres m p |
10,1 67 |
(10, ) 167 |
||||||
| t (N 5) IFRS 15 ado ptio n im ote pac |
94 11,1 |
94 11,1 |
||||||
| dop t (N 5) IFRS 9 a tion im ote pac |
41,0 89 |
41, 171 |
82,2 60 |
|||||
| Oth nd a djus from pri ts a tme nts er m ove men or y ears |
(4,4 55) |
4,45 5 |
(10, 698 ) |
(10, 698 ) |
||||
| AT 31 D ECE MB ER 2 018 |
57,5 50 |
375 ,910 |
1,16 3,68 8 |
(3,3 44) |
257 ,690 |
(22, 076 ) |
1,82 9,41 8 |
| al re | Goo dwi ll |
icte d Unr estr |
ful ly Res s at erve |
Res s at erve |
Prof it fo r th e |
Effe ctiv e |
al Tot |
|
|---|---|---|---|---|---|---|---|---|
| Leg serv e |
rese rve |
rese rves |
soli date d en titie con s |
ocia tes ass |
yea r |
hed ges |
||
| RY 2 017 AT 1 JA NUA |
46,1 29 |
4,45 5 |
187 ,679 |
957 ,080 |
(3,7 96) |
221 ,354 |
(34, 756 ) |
1,37 8,14 5 |
| Prof it fo r th riod e pe |
- | - | - | - | - | 239 ,692 |
- | 239 ,692 |
| val djus (hed ge) Fair tme nts ue a rese rve |
- | - | - | - | - | - | 6,26 7 |
6,26 7 |
| al g and los Act uari ains ses |
- | - | - | 948 | - | - | - | 948 |
| App ropi atio n of 20 16 p rofit s |
980 .0 |
- | 12,1 27 |
211 ,477 |
(3,2 30) |
(22 4) 1,35 |
- | - |
| den ds d bute d by the Divi istri Pa Co rent mpa ny |
- | - | (66, ) 356 |
- | - | - | - | (66, ) 356 |
| Divi den ds d istri bute d by sub sidi arie s |
- | - | 126 ,391 |
(126 ,39 1) |
- | - | - | |
| mbi (Jui ds. Bod .Ltd and lau, ) Bus ines nati Li E y Sy ., Co . Gr Ge p Pa S.A stem stam s co on oup |
- | - | - | (4,6 80) |
4,68 0 |
- | - | |
| ed o rshi with l Incr p in st in ies viou tere ntro eas wne com pan pre s co |
- | (1,1 43) |
- | - | (1,1 43) |
|||
| ital Cap Dec reas e |
- | - | 480 | - | - | - | - | 480 |
| fro loa Inte arti cipa tive rest m p ns |
- | - | 11,8 78 |
(11, ) 878 |
- | - | - | - |
| n of the sol d to lling Rec itio Put Op tion ntro int t ogn no n-co eres |
- | - | - | (4,0 47) |
- | - | - | (4,0 47) |
| AT 31 D ECE MB ER 2 017 |
47,1 09 |
4,45 5 |
272 ,199 |
1,01 9,30 4 |
(2,3 46) |
239 ,692 |
(28, ) 489 |
1,55 1,92 4 |

The legal reserve of the Parent Company amounted to 57,550 thousand euros at 31 December 2018 and to 47,109 thousand euros at 31 December 2017.
The Parent Company must allocate 10% of profit for each year to set up a reserve fund until such fund reaches at least 20% of share capital, equivalent to 57.6 million euros at 31 December 2018. This reserve cannot be distributed to shareholders and may only be used to cover, if no other reserves are available, the receivable balance of the income statement.
In 2018, 5.48% of profit for the year 2017 is transferred to a legal reserve, as consequence this reserve is equivalent to at least 20% of issued Capital of the Parent Company.
The reserve for goodwill of the Parent Company was formed as an obligation to set up a restricted reserve equivalent to the goodwill recognised on the asset side of the Parent Company's balance sheet, which was eliminated in the consolidation process, and whose net value amounted to 0 thousand euros at 31 December 2018 and to 3,805 thousand euros at 31 December 2017.
The balance of this reserve at 31 December 2018 and 31 December 2017 amounted to 4,455 thousand euros. In 2018 and 2017, no amount was allocated to these reserves and they are available since this goodwill had been completely amortised at 31 December 2018, hence, they were transferred to the Parent Company's unrestricted reserves.
The most significant movements in the Parent Company's unrestricted reserves at 31 December 2018 and 31 December 2017, apart from the 2017 profit distribution, amounting to 20,103 thousand euros and the 2016 profit distribution, amounting to 12,127 thousand euros, included in the retained earnings tables, were as follows:
Reserves held by companies consolidated under the full consolidation method are subject to a number of restrictions as to their availability depending on whether they are legal reserves, revaluation reserves or other special reserves.
The restrictions regarding the reserves mentioned above are the following:
According to prevailing legislation in the countries where these companies are located, legal reserves must reach a certain percentage of share capital, so that each year a percentage of profit is applied to offset losses or increase share capital.
The amount of the legal reserve at 31 December 2018 and 31 December 2017 totalled 108,970 thousand euros and 85,337 thousand euros, respectively.
As a result of valuation of Property, plant and equipment at fair value, the land and buildings of certain subsidiaries were valued at their appraised values and an increase in reserves has been registered in the amount of the difference between the said assets´ fair values and the net carrying amounts registered by each company.
The reserves deriving from these revaluations, net of tax, amounted to 123 million euros at 31 December 2018 and 126 million euros at 31 December 2017, respectively (Note 11). This reserve is not distributable.
In accordance with the current legislation of the countries in which the Group operates, the distributions of dividends are governed by law. Also, restrictions exist relating to revaluation reserves (4,884 thousand euros in Spain at 31 December 2018 and 31 December 2017), development costs and other legal restrictions.
The 2018 individual Financial Statements of the Group companies will be proposed for approval by their respective General Shareholders' Meetings within the periods envisaged by the prevailing legislation. The Parent Company's directors consider that, as a result of this process, no changes will occur that may significantly affect the Consolidated Financial Statements in 2018.
The Group's Consolidated Financial Statements for 2018 were prepared by the Board of Directors of the Parent Company at its meeting held on 28 February 2019. The Parent Company's Board of Directors considers that they will be approved by the General Shareholders' Meeting of the Parent Company without any changes.
The Parent Company's Board of Directors will propose the following distribution of profit of the Parent Company for the year ended 31 December 218 to the General Shareholders' Meeting:
| Thousands of euros | |
|---|---|
| Distributable profit Income Statement balance |
129,451 |
| Application | |
| Interim dividends | 37,346 |
| Unrestricted reserves | 92,105 |
On 17 December 2018, the Parent Company resolved to distribute an interim dividend out of 2018 profit, for a gross amount of 0.065 euros per outstanding share at the payment date of such dividend, amounting to 37,346 thousand euros. This dividend was pending payment at 31 December 2018 (Note 23.d)).
The Parent Company is obliged to transfer 10% of profit for the year to a legal reserve, until this reserve reaches at least 20% of share capital. The reserve which does not exceed the limit of 20% of the share capital, it cannot be distributed to shareholders (Note 17.1).
Once the reserves required by Law have been covered, dividends can only be distributed with a charge to profit for the year or to unrestricted reserves, if the value of equity is not, or as a result of the distribution, it does not turn out to be less than the share capital. For these purposes, the profit allocated directly to equity cannot be directly or indirectly distributed. Should prior years' losses exist leading the value of the Parent Company's equity to be less than share capital, profit will be allocated to offset such losses.
Aside from these legal limitations, other contractual limitations exist, which are detailed in Note 23.
| Thousands of euros | ||||
|---|---|---|---|---|
| Segment / Country | 2018 | 2017 | Difference | |
| Western Europe | ||||
| Germany | 1,352 | 5 | 1,347 | |
| Spain | (45,347) | (49,710) | 4,363 | |
| Luxembourg | (1) | (1) | - | |
| United Kingdom | (14,764) | (13,014) | (1,750) | |
| Sweden | (6,520) | (3,895) | (2,625) | |
| Morocco | 59 | - | 59 | |
| Eastern Europe | ||||
| Hungary | (2,150) | (2,455) | 305 | |
| Poland | (28,283) | (27,176) | (1,107) | |
| Czech Republic | (3,142) | (2,263) | (879) | |
| Romania | (36) | (77) | 41 | |
| Russia | (61,887) | (52,773) | (9,114) | |
| Turkey | (51,506) | (40,767) | (10,739) | |
| Mercosur | ||||
| Argentina | (72,987) | (83,972) | 10,985 | |
| Brazil | (16,205) | (5,323) | (10,882) | |
| North America | ||||
| USA | (24,581) | (35,125) | 10,544 | |
| Mexico | (61,323) | (56,029) | (5,294) | |
| Asia | ||||
| China | (1,922) | 3,142 | (5,064) | |
| South Korea | 3,913 | 4,110 | (197) | |
| India | (2,053) | 29 | (2,082) | |
| Japan | (168) | (1,315) | 1,147 | |
| Thailand | 110 | 26 | 84 | |
| Taiwan | 60 | 67 | (7) | |
| Total | (387,381) | (366,516) | (20,865) |
The breakdown of translation differences assigned to each Group Segment is as follows:
Changes in translation differences during the year gave rise to a net negative change of 20,865 thousand euros compared with 31 December 2017 (163,216 thousand euros net negative change in 2017), mainly due to the following changes:
Also, the variation in translation differences in Argentina includes the effect of the inflation adjustment amounting to 26,601 thousand euros (Note 4.5).
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company | 31-12-2017 | Changes in scope of consolidation |
Translation differences |
Dividends paid | Application of IFRS 15 |
Other changes | Profit (loss) for the year |
31-12-2018 |
| Gestamp Holding Rusia, S.L./Todlem, S.L./ Gestamp Severstal Vsevolozhsk Llc./ Gestamp Severstal Kaluga, Llc. |
19,380 | - | (2,852) | - | 61 | 89 | (830) | 15,848 |
| Gestamp Auto Components (Kunshan) Co., Ltd/Gestamp Holding China, AB |
37,435 | - | (317) | - | 104 | (100) | 2,688 | 39,810 |
| Shanghai Edscha Machinery Co., Ltd. | 10,102 | - | (86) | - | 113 | (51) | 806 | 10,884 |
| Edscha Pha, Ltd. | 6,409 | - | 106 | - | 16 | 178 | 2,453 | 9,162 |
| Edscha Aapico Automotive Co. Ltd. | 1,456 | - | 68 | (623) | 2 | 4 | 452 | 1,359 |
| Sofedit, SAS | 39,251 | (40,590) | - | - | - | - | 1,357 | 18 |
| Gestamp Wroclaw, sp. Z.o.o. | (6,008) | 5,733 | 273 | - | - | - | - | (2) |
| Gestamp Brasil Industria Autopeças, S.A. | 35,130 | - | (2,037) | - | 111 | 1 | (460) | 32,745 |
| Gestamp Holding Argentina, S.L. and Argentinian companies | 1,949 | - | 4,679 | - | 44 | (378) | (588) | 5,706 |
| Gestamp Holding México, S.L. and Mexican companies | 96,657 | - | 4,132 | (8,797) | 90 | 266 | 7,838 | 100,186 |
| Gestamp North America, INC and North American companies | 91,178 | - | 3,758 | - | 354 | - | (7,091) | 88,199 |
| Mursolar 21, S.L./Gestamp A. Shenyang, Co. Ltd./Gestamp A. | 42,474 | - | (240) | - | 86 | (4) | 5,122 | 47,438 |
| Dongguan, Co. Ltd. | ||||||||
| Beyçelik Gestamp Kalip, A.S. / Çelik Form Gestamp Otomotive, | ||||||||
| A.S./ Beyçelik Gestamp Teknoloji Kalip, A.S./ MPO Providers rez. | 29,793 | - | (4,446) | (5,497) | 199 | (25) | 10,678 | 30,702 |
| S.R.L./Beyçelik Gestamp Sasi, L.S. | ||||||||
| Gestamp Automotive India Private Ltd. | 28,310 | - | (1,179) | - | 43 | - | 5,409 | 32,583 |
| Jui Li Edscha Body S ystem Co. Ltd./Jui Li Edscha Hainan Industry Enterprise Co. Ltd/ Jui Li Edscha Holding Co. Ltd. |
2,283 | - | (9) | (232) | 40 | 66 | 392 | 2,540 |
| NCSG Sorocaba Industria Metalúrgica Ltda. | - | 29 | (533) | - | - | - | 860 | 356 |
| Tuyauto Gestamp Morocco | - | 1,765 | 59 | (97) | 1,727 | |||
| Gestamp Auto Components (Tianjin) Co. Ltd./Gestmp Auto Components Beijing Co. Ltd. |
- | 13,438 | (472) | (1,230) | 11,736 | |||
| Total | 435,799 | (19,625) | 904 | (15,149) | 1,263 | 46 | 27,759 | 430,997 |
The movements in "Non-controlling interest" at December 31, 2018 are mainly due to the following:

| Thousands of euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Company | 31-12-2016 | Changes in scope of consolidation |
Capital increase | Translation differences |
Dividends paid | Acquisition of non controlling interests (control over the company previously) |
Put option sold to non controlling interests |
Other changes | Profit (loss) for the year |
31-12-2017 |
| 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. | 39,114 | - | - | (1,318) | - | - | - | 75 | 4,603 | 42,474 |
| Dongguan, Co. Ltd. | ||||||||||
| 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 changes in "Non-controlling Interests" at 31 December 2017 related to:
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.
The financial information of the subsidiaries that have significant non-controlling interests is shown in the following table, which was prepared as follows:
Condensed Income Statement for 31 December 2018 and 31 December 2017:
| 2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Item | USA Subgroup | Argentina Subgroup |
Mexico Subgroup | Brazil Subgroup | Beyçelik, A.S. | Gestamp Holding | China Subgroup Mursolar Subgroup Todlem Subgroup | Total | |
| Operating income | 1,065,313 | 168,303 | 568,162 | 388,806 | 405,500 | 171,431 | 228,842 | 120,177 | 3,116,534 |
| Operating expense | (1,064,083) | (149,613) | (520,099) | (356,277) | (360,678) | (162,037) | (203,459) | (109,690) | (2,925,936) |
| Operating profit | 1,230 | 18,690 | 48,063 | 32,529 | 44,822 | 9,394 | 25,383 | 10,487 | 190,598 |
| Financial profit | (30,202) | (9,976) | (800) | (19,107) | (4,571) | 936 | (1,783) | (3,495) | (68,998) |
| Exchange gain (losses) | (447) | (5,870) | (4,997) | (8,062) | (8,658) | (273) | (4,017) | (7,376) | (39,700) |
| Impairment and other | - | - | (7) | (230) | - | - | - | - | (237) |
| Profit before taxes | (29,419) | 2,844 | 42,259 | 5,130 | 31,593 | 10,057 | 19,583 | (384) | 81,663 |
| Income tax expense | 3,555 | (7,376) | (16,884) | (3,927) | (1,417) | (1,573) | (3,459) | (782) | (31,863) |
| Non-controlling interest | - | 59 | - | - | - | - | - | - | 59 |
| Profit attributable to parent company | (25,864) | (4,473) | 25,375 | 1,203 | 30,176 | 8,484 | 16,124 | (1,166) | 49,859 |
| 30% | 30% | 30% | 30% | 50% | 31.05% | 35.00% | 41.87% | - | |
| Gain (Loss) attributable to non-controlling interest | (7,759) | (1,342) | 7,613 | 361 | 15,088 | 2,634 | 5,643 | (488) | 21,750 |
| Consolidation adjustments | 668 | 754 | 225 | (821) | (2,548) | 54 | (521) | (341) | (2,530) |
| Non-controlling interest profit | (7,091) | (588) | 7,838 | (460) | 12,540 | 2,688 | 5,122 | (829) | 19,220 |
| Other subgroup non-controlling interest | - | - | - | - | (1,862) | - | - | (1) | (1,863) |
| Onther non-significative non-controlling interest | 0.00 | 10,402 | |||||||
| Total profit (loss) attributable to non-controlling interests | (7,091) | (588) | 7,838 | (460) | 10,678 | 2,688 | 5,122 | (830) | 27,759 |
| 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 profit (loss) attributable to non-controlling interests | (5,836) | 2,603 | 12,785 | (2,176) | 15,108 | 2,380 | 4,603 | 458 | 48,385 |
| 2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 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 | 824,087 | 55,956 | 338,537 | 261,028 | 97,674 | 63,273 | 142,514 | 74,936 | 1,858,005 |
| Total current assets | 673,133 | 90,923 | 242,788 | 221,309 | 179,419 | 156,327 | 131,667 | 50,302 | 1,745,868 |
| Total non-current liabilities | (203,425) | (11,414) | (16,220) | (118,456) | (58,523) | (510) | (25,381) | (28,580) | (462,509) |
| Total current liabilities | (985,123) | (103,557) | (294,513) | (270,042) | (157,409) | (93,758) | (111,855) | (63,358) | (2,079,615) |
| Equity | (278,059) | (88,241) | (335,175) | (109,406) | (98,373) | (120,008) | (139,095) | (81,679) | (1,250,036) |
| Translation differences | (30,613) | 56,333 | 64,583 | 15,567 | 37,212 | (5,324) | 2,150 | 48,379 | 188,287 |
| 30% | 30% | 30% | 30% | 50% | 31.05% | 35% | 42% | - | |
| Equity attributable to non-controlling interest | (92,602) | (9,572) | (81,178) | (28,152) | (30,581) | (38,916) | (47,931) | (13,943) | (342,875) |
| Consolidation adjustments | 4,403 | 3,866 | (19,008) | (4,593) | (121) | (894) | 493 | (1,905) | (17,759) |
| Non-controlling interest | (88,199) | (5,706) | (100,186) | (32,745) | (30,702) | (39,810) | (47,438) | (15,848) | (360,634) |
| Other not signitificative non-controlling interest | - | - | - | - | - | - | - | - | (70,363) |
| Total non-controlling interests | (430,997) |
| 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 | 79,848 | 70,086 | 212,851 | 86,584 | 1,598,525 |
| Total current assets | 458,825 | 100,960 | 308,259 | 110,898 | 161,998 | 99,493 | 89,115 | 37,564 | 1,367,112 |
| Total non-current liabilities | (158,468) | (4,329) | (14,496) | (31,537) | (48,338) | (128) | (84,920) | (50,838) | (393,054) |
| Total current liabilities | (583,327) | (107,394) | (311,055) | (217,717) | (136,814) | (51,261) | (93,849) | (32,240) | (1,533,657) |
| Equity | (302,740) | (91,742) | (332,356) | (107,143) | (85,942) | (111,846) | (124,659) | (82,637) | (1,239,065) |
| Translation differences | (18,088) | 70,860 | 73,356 | 8,078 | 29,248 | (6,344) | 1,462 | 41,567 | 200,139 |
| 30% | 30% | 30% | 30% | 50% | 31.05% | 35% | 42% | - | |
| Equity attributable to non-controlling interest | (96,248) | (6,265) | (77,700) | (29,720) | (28,347) | (36,698) | (43,119) | (17,196) | (335,293) |
| Consolidation adjustments | 5,070 | 4,316 | (18,957) | (5,410) | (1,446) | (737) | 645 | (2,184) | (18,703) |
| 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 interests | (435,799) |
| 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Item | USA Subgroup | Argentina Subgroup |
Mexico Subgroup | Brazil Subgroup | Beyçelik, A.S | Gestamp Holding | China Subgroup Mursolar Subgroup Todlem Subgroup | |
| Operating activities | 45,614 | 30,983 | 104,836 | 21,656 | 64,730 | 21,456 | 46,667 | 10,532 |
| Investing activities | (211,477) | (3,984) | (78,581) | (50,303) | (48,308) | (7,763) | 48,774 | (65,775) |
| Financing activities | 253,186 | (33,899) | (47,560) | 77,126 | (17,900) | 41,516 | (57,557) | 49,987 |
| Net increase (decrease) of cash or cash equivalents |
87,323 | (6,900) | (21,305) | 48,479 | (1,478) | 55,209 | 37,884 | (5,256) |
| 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 | 65,596 | 23,272 | 44,571 | 26,309 |
| Investing activities | (202,559) | (2,497) | (96,631) | (17,334) | (36,456) | (10,644) | (5,352) | (45,707) |
| Financing activities | 248,882 | (10,447) | 55,793 | (15,217) | (15,410) | (40,824) | (45,230) | 4,873 |
| Net increase (decrease) of cash or cash equivalents |
59,740 | 9,817 | 13,032 | 5,215 | 13,730 | (28,196) | (6,011) | (14,525) |
Deferred income includes grants related to assets obtained by Group subsidiaries, pending release to the Consolidated Income Statement.
The variation in this heading at 31 December 2018 and 31 December 2017 was as follows:
| Thousands of euros | |
|---|---|
| Balance at December 31, 2016 | 25,945 |
| Grants received during the financial year | 1,760 |
| Grants returned during the financial year | (227) |
| Grants released to income in the year | (4,918) |
| Translation differences | (261) |
| Other changes | 16 |
| Balance at December 31, 2017 | 22,315 |
| Grants received during the financial year | 5,622 |
| Grants returned during the financial year | (1,098) |
| Grants released to income in the year (Note 26.b) | (4,616) |
| Translation differences | (99) |
| Other changes | 571 |
| Balance at December 31, 2018 | 22,695 |
The Group companies are able to meet all the requirements attaching to these grants to qualify as non-reimbursable grants.
The breakdown of the provisions, by item, at 31 December 2018 and 31 December 2017, is as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Non-current | Current | Total | |||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | ||
| Provision for employee compensation (Note 22) | 100,722 | 100,984 | 403 | 625 | 101,125 | 101,609 | |
| Provision for tax proceedings | 8,229 | 7,848 | - | - | 8,229 | 7,848 | |
| Provision for other responsibilities | 12,964 | 34,212 | 12,843 | 11,098 | 25,807 | 45,310 | |
| 121,915 | 143,044 | 13,246 | 11,723 | 135,161 | 154,767 |
The changes in provisions during 2018 and 2017 are as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Provision for employee compensation |
Provision for tax proceedings |
Provision for other responsibilities |
Total | ||||
| Balance at December 31, 2016 | 93,546 | 7,252 | 71,427 | 172,225 | |||
| Changes in scope of consolidation | 29 | - | - | 29 | |||
| Additions | 16,979 | 1,753 | 7,808 | 26,540 | |||
| Retirements/amount applied | (6,880) | (670) | (32,885) | (40,435) | |||
| Translation differences | (152) | (487) | (1,870) | (2,509) | |||
| Other movements | (1,913) | - | 830 | (1,083) | |||
| Balance at December 31, 2017 | 101,609 | 7,848 | 45,310 | 154,767 | |||
| Additions | 9,947 | 2,834 | 8,188 | 20,969 | |||
| Retirements/amount applied | (10,730) | (2,675) | (30,693) | (44,098) | |||
| Translation differences | (10) | (431) | (1,400) | (1,841) | |||
| Other movements | 309 | 653 | 4,402 | 5,364 | |||
| Balance at December 31, 2018 | 101,125 | 8,229 | 25,807 | 135,161 |
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 2018 and 2017 mainly correspond to:
Derecognitions in 2018 and 2017 mainly correspond to reversals of long term employee compensation provisions.
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.
Derecognitions in 2018 and 2017 mainly correspond to the application of provisions relating to tax assessments.
This line item primarily reflects provisions recognised by certain Group companies to cover specific risks arising from their day-to-day businesses and provisions for personnel restructuring.
In 2017, with the inclusion of the company Gestamp Palau, S.A. in the scope of consolidation (Note 2.b), a provision was recognised to restore the equity position of this company.
Decreases in 2018 are mainly amounts used of provisions for operating expenses and trade operations of different Group companies.
The Group's directors consider that provisions registered in the Consolidated Balance Sheet duly cover the risks for litigations, arbitration and other contingencies, and no additional related liabilities are expected.
At 31 December 2018 and 31 December 2017, there were no significant contingent liabilities in the Group.
The detail of the amounts recognised as provisions for remuneration to employees was as follows:
| Non-current | Current | Total | |||||
|---|---|---|---|---|---|---|---|
| Item | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Employee benefits | a) | 23,121 | 21,515 | 403 | 625 | 23,524 | 22,140 |
| Post-employment benefits | |||||||
| Defined benefit plans | b) | 77,601 | 79,469 | - | - | 77,601 | 79,469 |
| Total (Note 21) | 100,722 | 100,984 | 403 | 625 | 101,125 | 101,609 |
a) Employee remuneration
The amount recognised as remuneration to employees includes the amounts provisioned by certain Group companies for long-service bonuses and other benefits for remaining at the company (anniversaries, retirement, medals, etc.). As the long-term incentive plan.
b) Defined benefit remuneration
The Group has defined benefit pension plans. The main pension plans relate to various companies located in Germany and France. These plans include plans partially financed by an investment fund and plans not financed through the fund.
The risks associated with the different defined benefit plans are those inherent to the pension plans that are not financed by an external fund without claim possibility to the employer. Furthermore, other risks associated with defined benefit plans common both to the plans partially financed and to the unfinanced plans, are of a demographic nature, such as the mortality and longevity of the employees included in the plan, and those of a financial nature, such as pension increase rates based on inflation.
The balance recognised at 31 December 2018 and 31 December 2017, corresponding to those plans, broken down by country, was as follows:

| Thousand of euros | ||||
|---|---|---|---|---|
| Item | Germany | France | Total | |
| Present value of the defined benefit obligation | 74,475 | 9,357 | 83,832 | |
| Fair value of plan assets and reimbursement rights | (4,452) | (1,779) | (6,231) |
|--|
| 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 |
The changes in the current value of the defined benefit liabilities are as follows:
| Thousand of euros | |||
|---|---|---|---|
| Germany | France | Total | |
| 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 |
| Interest income or expense | - | 6 | 6 |
| Interest income or expense | 1,172 | 144 | 1,316 |
| Pension cost charged to profit and loss at 2017 | 4,433 | 755 | 5,188 |
| Payments from the plan except any settlements | (2,099) | (366) | (2,465) |
| 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 |
| Current service cost year 2018 | 3,135 | 534 | 3,669 |
| Gains and losses arising from settlements | (5) | - | (5) |
| Interest income or expense | 1,208 | 122 | 1,330 |
| Pension cost charged to profit and loss at 2018 | 4,338 | 656 | 4,994 |
| Payments from the plan except any settlements | (2,270) | (457) | (2,727) |
| Payments from plan settlements | (4) | - | (4) |
| Actuarial gains and losses arising from changes in demographic assumptions | (2,225) | (423) | (2,648) |
| Actuarial gains and losses arising from changes in financial assumptions | (1,794) | (376) | (2,170) |
| Remeasurements of the net defined benefit liability | (4,019) | (799) | (4,818) (**) |
| Other effects | 268 | 182 | 450 |
| Present value of the defined benefit obligation at December 31, 2018 | 74,475 | 9,357 | 83,832 |
The changes in the fair value of the assets used in the plan are as follows:
| Thousand of euros | |||
|---|---|---|---|
| Germany | France | Total | |
| Fair value of plan assets and reimbursement rights at December 31, 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) |
| Actuarial gains and losses arising from changes in demographic assumptions | (13) | (9) | (22) |
| 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 |
| Interest income or expense | 73 | 26 | 99 |
| Pension cost charged to profit and loss at 2018 | 73 | 26 | 99 |
| Payments from the plan except any settlements | - | (126) | (126) |
| Actuarial gains and losses arising from changes in financial assumptions | (196) | (14) | (210) |
| Remeasurements of the net defined benefit liability | (196) | (14) | (210) (**) |
| Fair value of plan assets and reimbursement rights at December 31, 2018 | 4,452 | 1,779 | 6,231 |

(*) The amount recognised as actuarial gains and losses at 31 December 2017, included as a reduction in the Statement of Changes in Equity, amounted to 948 thousand euros (970 thousand euros corresponding to the change in value of the defined benefit liabilities and -22 thousand euros corresponding to the change in value of the assets used in the plan).
(**) The amount recognised as actuarial gains and losses at 31 December 2018, included as an increase in the Statement of Changes in Equity, amounted to 4,608 thousand euros (4,808 thousand euros corresponding to the change in value of the defined benefit liabilities and -210 thousand euros corresponding to the change in value of the assets used in the plan).
The breakdown of the expense recognised in the Consolidated Income Statement, relating to these plans, is as follows:
| Thousand of euros | ||||||
|---|---|---|---|---|---|---|
| Germany France |
Total | |||||
| Item | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 |
| Current services cost | 3,135 | 3,261 | 534 | 605 | 3,669 | 3,866 |
| Gains and losses arising from settlements | (5) | - | - | 6 | (5) | 6 |
| Net interest on the net defined benefit liability (asset) | 1,135 | 1,100 | 96 | 112 | 1,231 | 1,212 |
| Total expense recognised in profit or loss | 4,265 | 4,361 | 630 | 723 | 4,895 | 5,084 |
The main asset categories used in the plan and their fair value are as follows:
| Thousand of euros | |||||
|---|---|---|---|---|---|
| Germany | France | ||||
| Item | 2018 | 2017 | 2018 | 2017 | |
| Investments quoted in active markets | |||||
| Mixed investment funds in Europe | 4,453 | 4,575 | 1,824 | 1,893 | |
| 4,453 | 4,575 | 1,824 | 1,893 |
The main assumptions used to determine the defined benefit obligation are as follows:
| Germany | France | |||
|---|---|---|---|---|
| Item | 2018 | 2017 | 2018 | 2017 |
| Discount rate | 1,8% - 2,0% | 1,6% - 2,0% | 1.60% | 1,3%-1,81% |
| Expected rate of return on any plan assets | 0%- 1,8% | 0%- 1,6% | 1.30% | 1.40% |
| Future salary increases rate | 2,0%-2,5% | 2,0%-2,5% | 2.00% | 1,5%-2,0% |
| Future pension increases rate | 1,5% - 2% | 1,5% - 2% | 1.50% | |
| Inflation rate | 2.00% | 2.00% | 2.00% | 1,00%-1,5% |
| RT 2018 G Dr. Klaus Heubeck RT 2005 G Dr. Klaus Heubeck | INSEE F 2008- | INSEE F 08- | ||
| Mortality table | modified | 2010 | 14 | |
| Aon Hewitt Standard tables, | Aon Hewitt Standard tables, | |||
| Rates of employee turnover, disability and early retirement | RT 2018 G Dr. Klaus Heubeck, | RT 2005 G Dr. Klaus Heubeck, | 2.00% | 2.30% |
| 63 | 63 | |||
| Proportion of plan members with dependants who will be eligible for benefits | 100.00% | 100.00% | - | - |
| Percentage of taxes payable by the plan on contributions relating to service before the reporting date or on benefits resulting from that service |
2.00% | 2.00% | 2.00% | |
| Retirement age | 62-65 años |
The sensitivity analyses of the value of the obligation for defined benefits faced with changes in the main assumptions at 31 December 2018 and 31 December 2017 are as follows:
| Germany | France | ||||
|---|---|---|---|---|---|
| Assumptions | Sensitivity | Increase | Decrease | Increase | Decrease |
| Discount rate | |||||
| Increase | 0.5% | - | 5,012 | - | 9,727 |
| Decrease | 0.5% | 4,529 | - | 7,276 | - |
| Future pension increases rate | - | - | - | - | |
| Increase | 0.5% | 2,029 | - | - | - |
| Decrease | 0.5% | - | 1,841 | - | - |
| Future salary increases rate | - | - | - | - | |
| Increase | 0.25% | - | - | 8,689 | - |
| Decrease | 0.25% | - | - | - | 8,084 |
| Increase | 0.5% | 80 | - | - | - |
| Decrease | 0.5% | - | 73 | - | - |
| Mortality rate | - | - | - | - | |
| Decrease | 1 year | 1,365 | - | - | - |
| 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% | - | - | 9,315 | - |
| Decrease | 0.25% | - | - | - | 8,660 |
| Increase | 0.5% | 86 | - | 49 | - |
| Decrease | 0.5% | - | 78 | - | 45 |
| Mortality rate | - | - | - | - | |
| Decrease | 1 year | 1,374 | - | - | - |
The future expected payments for contributions to the defined benefit pensions plans at 31 December 2018 and 31 December 2017 are as follows:
| Thousand of euros | |||||||
|---|---|---|---|---|---|---|---|
| 2018 | 2017 | ||||||
| Total Germany France |
France | Total | |||||
| Within the next 12 months | 3,928 | 124 | 4,052 | 3,652 | 107 | 3,759 | |
| Between 2 and 5 years | 11,554 | 1,737 | 13,291 | 11,500 | 2,070 | 13,570 | |
| Beyond 5 years | 16,145 | 20,631 | 36,776 | 14,955 | 21,426 | 36,381 | |
| Total | 31,627 | 22,492 | 54,119 | 30,107 | 23,603 | 53,710 |
The breakdown of the Group's debt at 31 December 2018 and 31 December 2017, classified by item, is as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Non current | Current | ||||||
| 2018 | 2017 | 2018 | 2017 | ||||
| Item | |||||||
| a) | Interest-bearing loans, borrowings and debt issues | a.1) | 2,589,086 | 2,167,091 | a.2) | 75,897 | 543,789 |
| b) | Derivative financial instruments | b.1) | 56,117 | 66,201 | b.1) | 1,197 | - |
| c) | Other financial liabilities | 96,571 | 121,612 | 182,350 | 4,537 | ||
| Finance lease | c.1) | 39,971 | 30,120 | c.1) | 6,667 | 2,552 | |
| Borrowings from related parties | c.2) | 27,844 | 57,309 | c.2) | 175,683 | 1,985 | |
| Other borrowings | c.3) | 28,756 | 34,183 | c.3) | - | - | |
| d) | Other liabilities | d) | 10,010 | 9,593 | d) | 187,303 | 129,953 |
| Total | 2,751,784 | 2,364,497 | 446,747 | 678,279 |
The changes in liabilities related to financing activities, as shown in a) and c) headings of the table above, are detailed as follows:
| Thousand of euros | |||||||
|---|---|---|---|---|---|---|---|
| 31-12-2017 | Cash flow | Variations in foreign currency |
Changes in fair value |
New lease contracts |
Others | 31-12-2018 | |
| Non-current interest-bearing loans, borrowings and debt issues | 2,167,091 | 478,482 | 246 | - | - | (56,733) | 2,589,086 |
| Current bank borrowings | 543,789 | (368,185) | (5,417) | - | - | (94,290) | 75,897 |
| Non-current finance lease | 30,120 | - | (2,286) | - | 22,079 | (9,942) | 39,971 |
| Current finance lease | 2,552 | (8,153) | (395) | - | 5,437 | 7,227 | 6,668 |
| Non-current payables to related parties | 57,309 | (5,652) | (253) | - | - | (23,560) | 27,844 |
| Current payables to related parties | 1,985 | 919 | - | - | - | 172,779 | 175,683 |
| Other non-current borrowings | 34,183 | - | - | - | - | (5,427) | 28,756 |
| Total (Note 4.6) | 2,837,029 | 97,411 | (8,105) | - | 27,516 | (9,946) | 2,943,905 |
| Derivative financial instruments | 66,201 | - | - | (10,084) | - | - | 56,117 |
| Total | 2,903,230 | 97,411 | (8,105) | (10,084) | 27,516 | (9,946) | 3,000,022 |
The"Other" column includes mainly the effect of the reclassification between non-current and current and the impact of the adoption of IFRS 9 (Note 5).
The breakdown by segment and maturity date of non-current interest-bearing loans and borrowings is as follows:
| 31-12-2017 | |||||||
|---|---|---|---|---|---|---|---|
| Description | 2020 | 2021 | 2022 | 2023 | Beyond | Total | Total |
| In Euro | 237,839 | 311,956 | 617,590 | 630,268 | 428,993 | 2,226,646 | 2,148,774 |
| Western Europe | 230,834 | 300,123 | 607,049 | 611,747 | 428,993 | 2,178,746 | 2,108,691 |
| Eastern Europe | 7,005 | 11,833 | 10,541 | 18,521 | - | 47,900 | 40,083 |
| In foreign currency | 24,319 | 16,344 | 123,627 | 184,826 | 13,324 | 362,440 | 18,317 |
| Brazilian real | |||||||
| Mercosur | 23,900 | 4,167 | 1,285 | 44,365 | 73,717 | 13,057 | |
| Dollars | |||||||
| Western Europe | 110,199 | 101,292 | 211,491 | - | |||
| Turkish lira | |||||||
| Eastern Europe | 412 | 34 | 446 | 1,696 | |||
| Czech crown | |||||||
| Eastern Europe | 12,143 | 12,143 | 12,143 | 12,143 | 48,572 | 1,262 | |
| Romanian leu | - | ||||||
| Eastern Europe | - | 2,268 | |||||
| Korean won | |||||||
| Asia | 7 | 1,181 | 1,188 | 34 | |||
| Japanese Yen | |||||||
| Asia | 27,026 | 27,026 | - | ||||
| Total | 262,158 | 328,300 | 741,217 | 815,094 | 442,317 | 2,589,086 | 2,167,091 |
At 31 December 2018, the Group had bilateral credit lines amounting to 320,000 thousand, maturing at over one year, against which no amount had been drawn down as of that date. The interest rate on these policies ranges between 0.60% and 1.20%.

| Thousands of euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31-12-2017 | |||||||||
| 2019 | 2020 | 2021 | 2022 | Beyond | Total | ||||
| 151,710 | 398,579 | 365,424 | 609,776 | 641,602 | 2,167,091 |
The guarantees granted are personal guarantees of the borrower and were granted by a group of subsidiary companies (Appendix III).
No assets were used to secure loans at 31 December 2018 and 31 December 2017 (Note 11).
In addition, there are security interests and related guarantees in the description of the individual transactions included in this Note.
The annual nominal interest rate on interest-bearing loans at 31 December 2018 is as follows:
| Interest rate | ||
|---|---|---|
| • | Loans denominated in euros: | 0.90% - 1.45% |
| • | Loans denominated in Brazilian reals* | 3.50% - 8.70% |
| • | Loans denominated in US dollars | 3.95% - 4.25% |
* The lower level of the range corresponds to loans received by BNDES with a subsidised interest rate.
The nominal interest rate on the loans at 31 December 2017 is as follows:
| Interest rate | ||
|---|---|---|
| • | Loans denominated in euros: | 0.90% - 1.45% |
| • | Loans denominated in Brazilian reals* | 4.50% - 8.50% |
| • | Loans denominated in Korean won | 3.60% |
| • | Loans denominated in US dollars | 3.00% |
* The lower level of the range corresponds to loans received by BNDES with a subsidised interest rate.
The loans in the schedule above where certain Group companies are guarantors or which are subject to covenants, are the following:
On 20 May 2016, the Parent Company signed an agreement modifying the original syndicated loan agreement signed on 19 April 2013, modifying both the principal, whose original amount was 532 million euros, (Tranche A1), increasing it by 340 million euros (Tranche A2), and certain conditions of such loan.
Also, a tranche of a Revolving Credit Facility exists, amounting to 280,000 thousand euros, which had not been drawn down at 31 December 2018 or at 31 December 2017.
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 25 July 2017, the Parent Company signed a new agreement to modify the original syndicated loan signed in April 2013. This agreement implies changes in interest rates and maturity dates. The maturity date for the contract was modified to July 15, 2022.
Lastly, on 11 May 2018, the Parent Company signed a new agreement to modify the original syndicated loan agreement signed in April 2013. This agreement implies changes in clauses of the agreement, without altering economic terms, maturities, drawdowns and allowing dividend distribution.
The Parent Company must comply with certain financial obligations related to its Consolidated Financial Statements over the life of the loan. The mentioned obligations are as follows:
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. At 31 December 2018 and 31 December 2017, these ratios were within the limits mentioned above (EBITDA / Financial expense ratio was 7.45 at 31 December 2018 and 9.59 at 31 December 2017, while the Net Financial Debt / EBITDA ratio was 2.47 at 31 December 2018 and 2.13 at 31 December 2017). These ratios must be calculated acording the Accounting rules prevailing at the signed date (April 19, 2013). As consequence, the effect related the IFRS 16 modification applied from January 1, 2019 should be cancelled.
In addition, there is a limitation on the distribution of dividends whereby the dividend to be distributed in each year may not exceed 50% of the consolidated profit for the year.
The outstanding amount of the syndicated loan, granted to the Parent Company, is registered as longterm in the amount of 852,473 thousand euros.
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of the mentioned loans. The detail of these companies is provided in Appendix III.
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.
On 11 May 2016, a bond issue was completed through the subsidiary Gestamp Funding Luxembourg, S.A., amounting to 500 million euros at an interest rate of 3.5%.
This bond issue initially matures on 15 May 2023 and the interest will be payable every six months (in November and May).
The redeemed cost of the bond issued in May 2016, at 31 December 2018, amounted to 483 million euros (31 December 2017: 479 million euros).
In April 2018, the Group completed an issuance of senior bonds guaranteed through the Parent Company for a total aggregate amount of 400 million euros with an annual coupon of 3.25% and an IRR of 3.375%.
The initial maturity date of the bonds was 30 April 2026 and the interest will be paid every six months.
The redeemed cost of the bond issued in April 2018 at 31 December 2018 was 393 million euros.
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of the bonds. The detail of these companies is provided in Appendix III.
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.
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 has a duration of seven years, maturing on 22 June 2023. The Parent Company undertakes to comply with certain financial obligations related to its Consolidated Financial Statements over the life of the loan. The mentioned obligations are as follows:
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. At 31 December 2018 and 31 December 2017, these ratios were within the limits mentioned above (EBITDA / Financial expense ratio was 7.45 at 31 December 2018 and 9.59 at 31 December 2017, while the Net Financial Debt / EBITDA ratio was 2.47 at 31 December 2018 and 2.13 at 31 December 2017).
In addition, there is a limitation on the distribution of dividends whereby the dividend to be distributed in each year may not exceed 50% of the consolidated profit for the year.
The outstanding amount of this loan granted to the Parent Company is recorded as non-current, amounting to 160 million euros.
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III.
On 26 June 2017, the Parent Company signed a financing agreement with Banco KfW IPEX Bank GmbH for 45 million euros.
The loan term is five years with maturity on 19 June 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 comply with certain financial obligations related to its Consolidated Financial Statements over the life of the loan. The mentioned obligations are as follows:
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. At 31 December 2018 and 31 December 2017, these ratios were within the limits mentioned above (EBITDA / Financial expense ratio was 7.45 at 31 December 2018 and 9.59 at 31 December 2017, while the Net Financial Debt / EBITDA ratio was 2.47 at 31 December 2018 and 2.13 at 31 December 2017).
Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III.
| Thousands of euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Credit facilities | Discounted bills and | (a)+(b)+(c)+(d) | ||||||||||
| Description | Drawn down (a) | Limit | Loans (b) | Accrued interest (c) | Factoring (d) | TOTAL TOTAL |
||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| In Euro | 20,386 | 2,726 | 234,877 | 574,800 | (10,091) | 418,419 | 6,772 | 10,081 | 2,862 | 1,194 | 19,929 | 432,420 |
| Western Europe | 1,586 | 2,726 | 178,800 | 574,800 | (14,997) | 407,727 | 7,219 | 9,315 | 2,862 | 1,194 | (3,330) | 420,962 |
| Eastern Europe | 18,800 | - | 56,077 | - | 4,906 | 7,476 | (447) | 759 | - | - | 23,259 | 8,235 |
| Asia | - | - | - | - | - | 3,216 | - | 7 | - | - | - | 3,223 |
| In foreign currency | 13,401 | 31,292 | 86,770 | 102,180 | 40,806 | 79,561 | 1,761 | 516 | - | - | 55,968 | 111,369 |
| US dollar | - | - | ||||||||||
| Western Europe | - | - | - | - | - | 37,485 | - | 129 | - | - | - | 37,614 |
| North America | - | - | - | - | 1,937 | 16,660 | - | 4 | - | - | 1,937 | 16,664 |
| Turkish lira | - | - | - | - | - | - | - | - | - | - | - | |
| Eastern Europe | - | 1,196 | 3,331 | 4,124 | 12,785 | 14,979 | 1,105 | 334 | - | - | 13,890 | 16,509 |
| Argentine peso | - | - | - | - | - | - | - | - | - | - | - | |
| Mercosur | - | - | - | - | - | 3,154 | - | - | - | - | - | 3,154 |
| Brazilian real | - | - | - | - | - | - | - | - | - | - | - | |
| Mercosur | - | - | - | - | 14,228 | 3,105 | 616 | 24 | - | - | 14,844 | 3,129 |
| Indian rupee | - | - | - | - | - | - | - | - | - | - | - | |
| Asia | 8,956 | 26,123 | 45,002 | 59,320 | 2,966 | 165 | - | - | - | - | 11,922 | 26,288 |
| Remimbi yuan | - | - | - | - | - | - | - | - | - | - | - | |
| Asia | 4,445 | 3,973 | 36,863 | 37,169 | 7,602 | 1,269 | 40 | 25 | - | - | 12,087 | 5,267 |
| Czech crown | - | - | - | - | - | - | - | - | - | - | - | |
| Eastern Europe | - | - | - | - | 1,261 | 1,262 | - | - | - | - | 1,261 | 1,262 |
| Romanian leu | ||||||||||||
| Eastern Europe | - | - | - | - | - | 1,118 | - | - | - | - | - | 1,118 |
| Korean won | - | - | - | - | - | - | - | - | - | - | - | |
| Asia | - | - | 1,574 | 1,567 | 27 | 364 | - | - | - | - | 27 | 364 |
| Total | 33,787 | 34,018 | 321,647 | 676,980 | 30,715 | 497,980 | 8,533 | 10,597 | 2,862 | 1,194 | 75,897 | 543,789 |
The breakdown by segment of current interest-bearing loans and borrowings is as follows:
The Group has a total capacity arranged in factoring lines with or without recourse and trade bill discounts amounting to 810 million euros at 31 December 2018 (567 million euros at 31 December 2017).
Interest rate on the credit facilities is basically indexed to a floating rate of Euribor plus a spread between 0.60% and 0.75% in 2018 and 2017.
b) Derivative financial instruments
The Consolidated Balance Sheet includes the fair value of interest rate hedges and the fair value of derivatives held for trading contracted by the Group:
| Thousands of euros | ||
|---|---|---|
| Description | 2018 | 2017 |
| Financial assets - derivatives (Note 12.a.2)) | 6,019 | 14,718 |
| Others | 6,019 | 14,718 |
| Financial liabilities - derivatives | 56,117 | 66,201 |
| Derivatives held for trading | 19,949 | 11,914 |
| Cash flow hedges | 29,965 | 39,569 |
| Exchange rate hedges | 184 | - |
| Others | 6,019 | 14,718 |
| Financial liabilities - derivatives | 1,197 | - |
| Derivatives held for trading | 1,197 |
The interest rate financial swaps, arranged by the Group, in place at 31 December 2018 and 31 December 2017 are as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 2018 | 2017 | ||||
| Contract | Item | Asset | Liability | Asset | Liability |
| 1 | Derivatives held for trading | - | 6,011 | - | 4,025 |
| 2 | Derivatives held for trading | - | 9,215 | - | 4,726 |
| 5 | Derivatives held for trading | - | 4,723 | - | 3,163 |
| Total derivatives held for trading | - | 19,949 | - | 11,914 | |
| 1 | Cash flow | - | 6,525 | - | 8,145 |
| 2 | Cash flow | - | 14,913 | - | 18,601 |
| 3 | Cash flow | - | 3,707 | - | 5,145 |
| 4 | Cash flow | - | 8 | - | 1,761 |
| 5 | Cash flow | - | 4,812 | - | 5,917 |
| Total cash flow hedges | - | 29,965 | - | 39,569 |
At 31 December 2018, the Group implemented a strategy to hedge interest rate risk on notionals of the Group's estimated bank debt for the period from 2018 to 2020, via several interest rate financial swaps with the following notional amounts in force at 31 December of each year, in thousands of euros:
| Year | Contract 1 | Contract 2 | Contract 3 | Contract 4 | Contract 5 |
|---|---|---|---|---|---|
| 2019 | 140,000 | 320,000 | 77,835 | - | 110,000 |
| 2020 | 140,000 | 320,000 | 77,835 | - | 110,000 |
The interest rate financial swaps, arranged by the Group, in place at 31 December 2018 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 | 1.98% (2019) and 2.15% (2020) |
| Contract 2 | December 30, 2014 | January 4, 2021 | 3-month Euribor | 1.98% (2019) and 2.15% (2020) |
| Contract 3 | January 2, 2015 | January 4, 2021 | 3-month Euribor | 2.09% |
| Contract 4 | April 2, 2014 | January 2, 2019 | 3-month Euribor | 1.26% |
| Contract 5 | July 1, 2015 | January 4, 2021 | 3-month Euribor | 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 financial swaps are recognised in Equity while the accrued interest is recognised in the Consolidated Income Statement.
The years in which the settlements of hedges are expected to affect the Consolidated Income Statement are as follows:
| Thousands of euros | ||
|---|---|---|
| 2018 | ||
| 2019 | (14,524) | |
| 2020 | (15,280) | |
| 2021 | (161) | |
| Total | (29,965) |
| Thousands of euros | ||
|---|---|---|
| 2017 | ||
| 2018 | (13,269) | |
| 2019 | (13,643) | |
| 2020 | (12,527) | |
| 2021 | (130) | |
| Total | (39,569) |
At 31 December 2018, the Group transferred from Equity to the Consolidated Income Statement the amount of 13,592 thousand euros (expense) as a result of liquidations carried out in the year corresponding to interest rate hedges. In 2017, expense recognized on the same basis amounted to 8,969 thousand euros.
In 2018, the Group recognised an expense for the amount of 8,035 thousand euros relating to changes in the value of derivatives held for trading. In 2018, all hedging operations were efficient, accordingly, there was no impact on the Consolidated Income Statement. In 2017, the Group recognised a revenue for the amount of 1,209 thousand euros in the Consolidated Income Statement, relating to the changes in value of derivatives held for trading, and a revenue for the amount of 877 thousand euros relating to the inefficiency of hedges.
In July 2018, Gestamp Brasil, S.A. signed a loan granted by Bank of América, amounting to 50,000 thousand dollars. To cover this loan, an exchange rate derivative was signed with the financial entity, whose fair value amounted to 184 thousand euros at 31 December 2018.

The initial valuation of the derivative was negative in the amount of 9,157 thousand Brazilian reals, accrued over the term of the loan on a straight-line basis over 48 months, with its balance amounting to 1,845 thousand euros at 31 December 2018 (Note 15.e)).
At 31 December 2018, the Group transferred from Equity to the Consolidated Income Statement an expense of 5,775 thousand Brazilian reals, in order to offset the exchange difference generated in the measurement of the loan.
Also, on 13 February 2018, the Parent Company signed an exchange rate hedge, so dollars were sold and euros were bought at 14 January 2019. This hedge was classified as held for trading, and its fair value amounted to 1,197 thousand euros at 31 December 2018, which was posted in the Consolidated Income Statement.
The effect of financial instruments in retained earnings in 2018 and 2017 is as follows:
| Thousands of euros | |
|---|---|
| Adjustment due to change value 2016 | (34,756) |
| Variation in fair value adjustment | 6,267 |
| Variation in deferred tax from financial instruments | (2,437) |
| Variation in derivative financial instruments (liabilities) | 9,581 |
| Effect in profit due to hedge inefficiency | (877) |
| Adjustment due to change value 2017 | (28,489) |
| Variation in fair value adjustment | 6,413 |
| Variation in deferred tax from financial instruments | (3,888) |
| Variation in derivative financial instruments (liabilities) | 1,069 |
| Interest rate derivatives | 1,569 |
| Exchange rate derivatives | (500) |
| Effect in profit due to hedge inefficiency | 9,232 |
| Interest rate derivatives | 8,035 |
| Exchange rate derivatives | 1,197 |
| Adjustment due to change value 2018 | (22,076) |
Lastly, "Others" under "Long-term derivative financial liabilities" includes the present value of implicit derivatives with respect to the exchange rate applicable to sales and purchases prices in a customer and supplier agreement (Note 12.a.3)).
The finance lease obligations recognised under this heading relate to the discounted values of the payments under finance lease agreements detailed in Note 11. Details of the expected maturities of these obligations, and future financial expenses are as follows:
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| 2018 | ||||||
| Present value of lease obligations | ||||||
| Short term | Long term | Future | Financial lease | |||
| Segment | Less than one year |
Between one and five years |
More than five years |
Total | financial expenses |
installments |
| North America | 1,078 | 4,684 | 12,988 | 17,672 | 4,488 | 23,238 |
| Eastern Europe | 5,589 | 18,638 | 3,661 | 22,299 | 1,673 | 29,561 |
| Total | 6,667 | 23,322 | 16,649 | 39,971 | 6,161 | 52,799 |
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| 2017 | |||||||
| Present value of lease obligations | |||||||
| Short term | Long term | Future | |||||
| Segment | Less than one year |
Between one and five years |
More than five years |
Total | financial expenses |
Financial 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 |
This heading in the Consolidated Balance Sheet includes the following items with related parties:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Long term | Short term | ||||
| Description | 2018 | 2017 | 2018 | 2017 | |
| Loans (Note 32.1) | 4,698 | 33,053 | 174,005 93 |
||
| Fixed assets suppliers (Note 32.1) | 23,146 | 24,256 | - | ||
| Interest (Note 32.1) | - | - | 1,678 1,892 |
||
| Total | 27,844 | 57,309 | 175,683 1,985 |
At 31 December 2018 and 31 December 2017, the payable recognised under long-term fixed assets suppliers with Acek, Desarrollo y Gestión Industrial, S.L. corresponds to the purchase of the GESTAMP brand.
On 1 January 2018, a new loan amounting to 171 million dollars, maturing in December 2019 was granted to Gestamp North America, Inc. (company belonging to the North American segment), by Mitsui & Co., LTD (Note 32.1).
On 29 June 2018, the loan held by Gestamp Severstal Kaluga, Llc, a company in the Eastern Europe segment, with its partner JSC Karelsky, was partially repaid and is scheduled to mature in November 2022 (Note 32.1).
Similarly, on 22 June 2017, one of the two loans held by Gestamp Severstal Kaluga, Llc. with its partner JSC Karelsky and originally scheduled to mature in May 2019 was repaid early (Note 32.1).
The breakdown of expected maturities for long-term borrowings with related parties is as follows (Note 32.1):

| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Beyond | Total | Total | |||||
| Description | 2020 | 2021 | 2022 | 2023 | 2018 | 2017 | |
| Loans | - | - | - | 4,698 | - | 4,698 | 33,053 |
| North America | - | - | - | 4,698 | - | 4,698 | 18,197 |
| Eastern Europe | - | - | - | - | - | - | 14,856 |
| Fixed assets suppliers | 1,183 | 1,260 | 1,343 | 1,431 | 17,929 | 23,146 | 24,256 |
| Western Europe | 1,183 | 1,260 | 1,343 | 1,431 | 17,929 | 23,146 | 24,256 |
The detail of the maturities of the balance of this account as of 31 December 2017, is as follows:
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| 2017 | ||||||
| 2019 | 2020 | 2021 | 2022 | Beyond | Total | |
| 23,877 | 1,183 | 1,260 | 11,629 | 19,360 | 57,309 |
Interest rates of loans granted by related parties are at arm's length.
The amounts included under this heading, by item and maturity, at 31 December 2018 and 31 December 2017, are as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Description | 2020 | 2021 | 2022 | 2023 | Beyond | Total 2018 |
Total 2017 |
| Loans from Ministry of Science and Technology | 9,283 | 5,607 | 4,975 | 3,211 | 5,680 | 28,756 | 34,183 |
The detail of these amounts corresponds to companies included in the Western Europe segment.
The detail of the maturities of the balance of this account as of 31 December 2017, is as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| 2017 | |||||||
| 2018 | 2019 | 2020 | 2021 | Beyond | Total | ||
| 9,715 | 5,811 | 5,375 | 4,863 | 8,419 | 34,183 |
The breakdown of the amounts included under this heading, by maturity and segment, at 31 December 2018 and 31 December 2017, is as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2022 | 2023 | Beyond | Total | Total | |
| Description | 2018 | 2017 | |||||
| Guarantees received | - | - | 4 | 558 | 562 | 398 | |
| Western Europe | - | - | - | 558 | 558 | 397 | |
| Mercosur | - | - | - | 4 | - | 4 | 1 |
| Other creditors | 1,313 | 979 | 979 | 5,862 | 315 | 9,448 | 9,195 |
| Western Europe | 1,313 | 979 | 979 | 5,862 | 315 | 9,448 | 8,927 |
| Eastern Europe | - | - | - | - | - | 241 | |
| Mercosur | - | - | - | - | - | - | 27 |
| Total | 1,313 | 979 | 979 | 5,866 | 873 | 10,010 | 9,593 |
The breakdown of maturity dates for the balances at December 31, 2017 is as follows:
| Thousands of euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2017 | |||||||||
| 2019 | 2020 | 2021 | 2022 | Beyond | Total | ||||
| 1,525 | 1,289 | 3,542 | 1,858 | 1,379 | 9,593 | ||||
The breakdown of the balance of this heading in the accompanying Consolidated Balance Sheet, by item, was as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Item | 2018 | 2017 | |||
| Fixed assets suppliers | 122,338 | 99,277 | |||
| Other suppliers (Note 32.1)) | 1,232 | 1,311 | |||
| Dividends (Note 32.1) | 37,351 | 5 | |||
| Interim dividends ( Nota 17.5) | 37,346 | - | |||
| Dividends | 5 | 5 | |||
| Short term debts | 26,030 | 29,284 | |||
| Deposits and guarantees | 445 | 294 | |||
| Others | (93) | (218) | |||
| Total | 187,303 | 129,953 |
At 31 December 2018, "Short term debts" included an outstanding amount of 5,558 thousand euros relating to the acquisition of 100% of the shares of NCSG Sorocaba Industria Metalúrgica Ltda (Note 3).
| 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, 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 |
| Inclusion in scope | - | - | |||||
| Increases | 36,116 | - | 6,556 | 5,093 | 3,973 | 24,553 | 76,291 |
| Decreases | (18,116) | - | (10,292) | (3,686) | (522) | (14,412) | (47,028) |
| Translation differences | 898 | - | (926) | 40 | (838) | 10 | (816) |
| Other | 35,608 | (1,305) | (1,554) | (46) | (4,061) | 28,642 | |
| At December 31, 2018 | 196,298 | - | 30,175 | 7,371 | 9,909 | 79,135 | 322,888 |
The movement in deferred tax assets and deferred tax liabilities was as follows:
"Other movements" of tax assets: The amount of (27,316) thousand euros in 2017 related mainly to the effect of recalculating the deferred taxes of the tax group of Gestamp North America, Inc. and subsidiaries as a result of the reduction of the rate of 35% to 21% from 2018 onwards, considering an estimated period for the application of these tax assets in the United States of five years, while the amount of 35,608 thousand euros in 2018 mainly includes the recognition of tax assets for incentives of the Parent Company generated in previous years.
"Increases" of Others: The amount of 26,534 thousand euros in 2017 included mainly the tax effect of the non-deductible expenses for invoices receivable from Gestamp Polska, SP. z.o.o. The amount of 24,553 thousand euros in 2018 included mainly the tax effect of the non-deductible expenses for invoices receivable from Gestamp Polska, SP. z.o.o., and financial expenses not deductible in the year of Gestamp North América, LLc.
"Decreases" of Others: The amount of 15,616 thousand euros in 2017 and 14,412 thousand euros in 2018 included mainly the reversal of the non-deductible expenses for invoices receivable from Gestamp Polska, SP. z.o.o. from prior years. 2017 also included the tax effect of the hedges recognised by 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, 2016 | 8,346 | 54,585 | 21,317 | 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 | 19,810 | 49,480 | 50,289 | 30,077 | 217,444 |
| Inclusion in scope | 396 | 396 | |||||
| Increases | 1,390 | 21,569 | 466 | 16,651 | 8,530 | 48,606 | |
| Decreases | (8,724) | - | (2,664) | (1,560) | (6,622) | (19,570) | |
| Translation differences | (30) | - | (104) | 1,416 | 8,728 | 10,010 | |
| Other | 356 | (628) | 478 | 5,553 | 23,150 | 28,909 | |
| At December 31, 2018 | 11,481 | 70,240 | 19,810 | 47,656 | 72,349 | 64,259 | 285,795 |
"Other movements" of asset amortisation The amount of (19,192) thousand euros in 2017 mainly included the effect of recalculating the deferred taxes of the tax group of Gestamp North America, Inc. and subsidiaries, as a result of the reduction of the rate from 35% to 21% from 2018 onwards.
"Other movements" of Others: The amount of 23,150 thousand euros in 2018 (-4,591 thousand euros in 2017) includes mainly the tax effect of the application of IFRS 15 and IFRS 9, amounting to 4,432 thousand euros and 23,920 thousand euros, respectively (Note 5).
The net translation differences generated in 2018 and 2017 amounted to 10,826 and (597) thousand euros, and relate mainly to the application in each year of different exchange rates (see Note 29).
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| Trade accounts payable | 1,043,127 | 1,057,690 |
| Trade bills payable | 154,411 | 138,259 |
| Suppliers from related parties (Note 32.1) | 341,920 | 317,054 |
| Trade creditors, related parties (Note 32.1) | 134 | 80 |
| Total | 1,539,592 | 1,513,083 |
| Thousands of euros | ||
|---|---|---|
| 2018 | 2017 | |
| VAT payable | 78,577 | 81,225 |
| Tax withholdings payable | 14,379 | 15,312 |
| Other items payable to the tax authorities | 30,043 | 17,242 |
| Payable to social security | 32,259 | 31,661 |
| Other payables | 7,292 | 8,712 |
| Outstanding remuneration | 122,483 | 120,933 |
| Total | 285,033 | 275,085 |
The breakdown of revenue by category in 2018 and 2017 is as follows:
| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Parts, prototypes and components | 7,493,589 | 7,166,134 | |
| Tooling | 689,237 | 746,366 | |
| Byproducts and containers | 333,070 | 272,589 | |
| Services rendered | 31,742 | 16,482 | |
| Total | 8,547,638 | 8,201,571 |
The geographical breakdown of revenue was as follows:
| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Western Europe | 4,101,104 | 4,011,171 | |
| Spain | 1,617,184 | 1,448,269 | |
| Germany | 1,077,810 | 1,158,328 | |
| United Kingdom | 607,916 | 636,405 | |
| France | 496,470 | 501,413 | |
| Portugal | 238,261 | 198,359 | |
| Sweden | 63,463 | 68,397 | |
| Eastern Europe | 1,186,751 | 1,043,441 | |
| Turkey | 335,689 | 322,297 | |
| Czech Republic | 204,376 | 185,295 | |
| Russia | 126,879 | 113,752 | |
| Poland | 363,177 | 307,889 | |
| Hungary | 82,681 | 66,973 | |
| Slovakia | 28,668 | 11,523 | |
| Romania | 45,281 | 35,712 | |
| Mercosur | 585,132 | 562,316 | |
| Brazil | 419,967 | 346,256 | |
| Argentina | 165,165 | 216,060 | |
| North America | 1,659,026 | 1,482,798 | |
| USA | 1,080,620 | 1,012,337 | |
| Mexico | 578,406 | 470,461 | |
| Asia | 1,015,625 | 1,101,845 | |
| China | 685,383 | 736,292 | |
| India | 183,734 | 218,602 | |
| South Korea | 117,012 | 133,406 | |
| Japan | 22,226 | 7,765 | |
| Thailand | 7,058 | 5,505 | |
| Taiwan | 212 | 275 | |
| 8,547,638 | 8,201,571 |

| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Other operating income | 41,840 | 40,841 | |
| Grants related to income | 9,413 | 5,245 | |
| Capital grants transferred to income for the year (Note 20) | 4,616 | 4,918 | |
| Excess provision for taxes | 3 | - | |
| Excess provision for environmental actions and other liabilities | 9,912 | 4,462 | |
| Exceso de provisión para reestructuraciones | 1,767 | - | |
| Own work capitalized | 128,807 | 128,094 | |
| Other gains/losses | 18,929 | 13,632 | |
| Gains/(losses) from disposals of intangible assets and PP&E | 5,570 | 5,981 | |
| Other | 13,359 | 7,651 | |
| Total | 215,287 | 197,192 |
Other operating income in 2018 and 2017 mainly include third party billing for transactions different from the main activity of the companies.
The increase in the "Others" heading under "Other income" includes basically the amount received of Gestamp Palau S.A., relating to the amount received by the insurance company for a claim at such company.
| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Purchases of goods and tools | 478,972 | 605,254 | |
| Discounts on early payment purchases | (1,936) | (1,825) | |
| Returns for purchases and similar transactions | (11,894) | 2,865 | |
| Volume discounts | (7,427) | (11,804) | |
| Change in inventories (**) | (40,624) | (55,744) | |
| Purchases of raw materials | 3,666,488 | 3,221,954 | |
| Consumption of other supplies | 728,995 | 743,511 | |
| Work carried out by other companies | 356,380 | 362,974 | |
| Losses due to impairment of goods, raw materials (**) | 3,085 | 19,248 | |
| Reversal of impairment of goods, raw materials (**) | (15,397) | (4,307) | |
| Total | 5,156,642 | 4,882,126 |
**The total of these line items amounts to a net consumption of commodities of 52,936 thousand euros (Note 13).
The breakdown of "Personnel expenses" in the Consolidated Income Statement is as follows:

| Thousands of euros | |||
|---|---|---|---|
| 31-12-2018 | 31-12-2017 | ||
| Salaries | 1,188,959 | 1,142,532 | |
| Social security | 260,784 | 247,461 | |
| Other benefits expenses | 107,076 | 102,853 | |
| Total | 1,556,819 | 1,492,846 |
Other benefit expenses include the contributions to defined contribution pension plans, amounting to 6.1 million euros in 2018 (31 December 2017: 5.5 million euros) (Note 6.16).
The breakdown, by professional category, of the average number of employees in 2018 and 2017 is as follows:
| Professional level | 2018 | 2017 |
|---|---|---|
| Production workers | 22,309 | 20,135 |
| Maintenance | 5,687 | 5,087 |
| Logistic | 4,470 | 3,935 |
| Engineering | 3,096 | 2,814 |
| Quality | 3,207 | 2,857 |
| Administration, finance and IT | 4,332 | 3,984 |
| Total | 43,101 | 38,812 |
The breakdown of the number of employees at year-end, by category, at 31 December 2018 and 2017, is as follows:
| 2018 | 2017 | |||||
|---|---|---|---|---|---|---|
| Professional level | Males | Females | Total | Males | Females | Total |
| Production workers | 18,347 | 3,827 | 22,174 | 17,699 | 3,429 | 21,128 |
| Maintenance | 5,726 | 105 | 5,831 | 5,423 | 93 | 5,516 |
| Logistic | 4,136 | 504 | 4,640 | 3,711 | 487 | 4,198 |
| Engineering | 2,777 | 380 | 3,157 | 2,567 | 347 | 2,914 |
| Quality | 2,759 | 593 | 3,352 | 2,593 | 518 | 3,111 |
| Administration, finance and IT | 2,551 | 1,847 | 4,398 | 2,406 | 1,775 | 4,181 |
| Total | 36,296 | 7,256 | 43,552 | 34,399 | 6,649 | 41,048 |
| Thousands of euros | |||
|---|---|---|---|
| 31-12-2018 31-12-2017 |
|||
| Operation and maintenance | 699,974 | 649,319 | |
| Other external services | 434,796 | 438,619 | |
| Taxes | 33,150 | 35,830 | |
| Impairment of accounts receivable (Note 15.a)) | (1,471) | 805 | |
| Other gains/losses | 2,525 | 1,110 | |
| Provision for contingencies and expenses | 2,525 | 1,110 | |
| Total | 1,168,974 | 1,125,683 |
a) Finance income
| Thousands of euros | |||
|---|---|---|---|
| 31-12-2018 | 31-12-2017 | ||
| Income from investments in equity instruments | - | 1 | |
| Other finance income | 8,449 | 8,519 | |
| From current loans to related parties (Note 32.1) | 224 | 102 | |
| From non-current loans to third parties | 283 | 378 | |
| Total | 8,956 | 9,000 |
| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Interest on bank borrowings | 110,546 | 73,339 | |
| Interest on discounted bills of exchange at banks | 48 | 5,153 | |
| On trade factoring operations with credit institutions (Note 15.a)) | 9,529 | 7,682 | |
| Other finance expenses | 16,798 | 11,032 | |
| On update provisions | 809 | 102 | |
| Interest from receivables, related parties (Note 32.1)) | 8,798 | 4,445 | |
| Total | 146,528 | 101,753 |
The Parent Company and its subsidiaries file their income tax returns separately except:
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 2018 and 2017, in thousands of euros, is as follows:
| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Current tax | 105,408 | 89,974 | |
| Deferred tax | (32,432) | (7,872) | |
| Other adjustments to tax expense | (1,029) | - | |
| Total | 71,947 | 82,102 |
The reconciliation of deferred tax revenues in 2018 (revenues in 2017) and the net variation in deferred tax assets and liabilities was as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Deferred tax assets | Deferred tax liabilities | ||||
| 2018 | 2017 | 2018 | 2017 | ||
| Balance (Note 24) | 322,889 | 265,799 | 285,795 | 217,444 | |
| Variation current year | 57,090 | (7,640) | 68,351 | (21,010) | |
| Net variation (Increase / decrease in net deferred asset) | (11,261) | 13,370 | |||
| Translation differences * (Note 24) | 10,826 | 597 | |||
| Tax effect of hedges registered in Equity (Note 23.b.1)) | 3,888 | 2,437 | |||
| IFRS 9 Effect (Note 5) | 23,920 | - | |||
| IFRS 15 Effect (Note 5) | 4,432 | - | |||
| Inclusion in scope (Note 2) | 396 | (7,507) | |||
| Other variations | 231 | (1,025) | |||
| Increase / decrease in net deferred asset against profit for the year | 32,432 | 7,872 | |||
| Income /expense for deferred tax current year | (32,432) | (7,872) |
(*) It includes the effect of the inflation adjustment of the Argentine companies in the deferred tax accounts, amounting to 8,437 thousand euros (Note 4.5).
The income tax expense, in thousands of euros, was obtained based on the accounting profit before tax, as indicated below:
| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Accounting profit (before taxes) | 357,396 | 370,179 | |
| Theoretical tax expense | 92,923 | 103,650 | |
| Differences in prevailing rates | 6,430 | (15,125) | |
| Permanent differences | 2,640 | 2,394 | |
| Deductions and tax credits previously not recognized | (21,628) | (27,126) | |
| Statute-barred tax credits | 16,609 | 18,733 | |
| Adjustments to income tax of prior years | (23,997) | (3,576) | |
| Adjustments to tax rate | (1,030) | 3,152 | |
| Tax expense (tax income) | 71,947 | 82,102 |

The theoretical tax rate applied was 26% in 2018 and 28% in 2017. This change in the theoretical tax rate was due to the change in tax regulations in the Basque Country, whereby the nominal tax rate of 28% in 2017 became 26% in 2018 and will be 24% from 2019.
In 2018, the total amount of the "Theoretical tax rate", "Difference due to different rates" and "Tax rate adjustments" amounted to 98.3 million euros, which represented an effective resulting tax rate of 27.5%, while in 2017 it was 24.8%.
The Difference due to different rates heading in 2018 and 2017 includes the effect of the different tax rates with respect to the theoretical rate applied, which corresponds mainly to the United States (21%); Mexico (30%) and Brazil (34%).
The permanent differences in 2018 and 2017 include mainly the exemption of income for the billing of the brand, non-deductible exchange rate differences and other non-deductible expenses, together with the permanent differences generated in the consolidation process.
The tax rate adjustments in 2018 mainly included the effect of recalculating the deferred taxes of the tax group of Gestamp Automoción, S.A., as a result of the reduction of the rate from 28% to 24% from 2019 onwards.
The tax rate adjustments in 2017 mainly included the effect of recalculating the deferred taxes of the tax group of Gestamp North America, Inc. as a result of the reduction of the rate from 35% to 21% from 2018 onwards.
The adjustments relating to prior years' taxes in 2018 include mainly the recognition in 2018 of tax assets for incentives accrued in prior years by the Parent Company's tax group.
The amounts resulting from the conversion to euros of the tax losses pending offset and of the unused tax incentives at 31 December 2018 and 2017, applying the year-end exchange rates at those dates for those amounts in currencies other than the euro were as follows:
| Millions of euros | ||||||
|---|---|---|---|---|---|---|
| 2018 | 2017 | |||||
| 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 | 511 | 650 | 1,161 | 307 | 721 | 1,028 |
| Tax credit | 126 | 162 | 288 | 94 | 192 | 286 |
| Unused tax incentives | 70 | 99 | 169 | 48 | 115 | 163 |
| Tax credit | 70 | 99 | 169 | 48 | 115 | 163 |
| Total Tax credit registered (Note 24) | 196 | 142 |
Those unused tax losses and tax incentives that the Group considers to be recoverable based on the projections for the generation of future tax profits and the temporary limits and limits for the offset of these tax losses and tax incentives were capitalised at 31 December 2018 and 2017.
The recoverability of the tax assets was analysed based on the estimates of future results for each of the companies. Such recoverability depends, in the last resort, on the capacity of each company to generate taxable profit over the period in which the deferred tax assets are deductible.
Accordingly, the recoverability analysis was prepared on the basis of the time period in force for these tax assets, with a maximum of 10 years, using the current conditions for the use of such tax assets, especially the limits to offset such tax losses.
The tax losses pending offset and the unused tax incentives at 31 December 2018 and 2017, whose tax assets were recognised, have the following details by expiry date:
| 2018 | |||||
|---|---|---|---|---|---|
| Millions of euros | |||||
| Range of | Negative | Tax | |||
| maturity | Tax Bases | incentives | |||
| 2019-2024 | 35 | 3 | |||
| 2025-2030 | 57 | 4 | |||
| 2031-2037 | 285 | 63 | |||
| Without limit | 134 | - | |||
| Total | 511 | 70 | |||
| 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 |
The tax losses pending offset and the unused tax incentives at 31 December 2018 and 2017, whose tax assets had not been recognised, have the following details by expiry date:
| 2018 | ||||
|---|---|---|---|---|
| Millions of euros | ||||
| Range of | Negative Tax |
|||
| maturity | Tax Bases | incentives | ||
| 2019-2024 | 119 | 7 | ||
| 2025-2030 | 73 | 3 | ||
| 2031-2037 | 89 | 78 | ||
| Without limit | 369 | 11 | ||
| Total | 650 | 99 | ||
| 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 |
Most of the Group companies have all the taxes applicable to them open for review, for the whole period pending expiry (four years from the presentation date for the Spanish companies, except those located in Basque territory, which expire at three years and, generally, five years for foreign operations) or from the date on which they are formed if such date is more recent.
The directors of the Parent Company and subsidiaries calculated the income tax for 2018 and that open for review, in accordance with the prevailing regulations in each year. Due to the possible interpretations of the tax regulations as a result of that set forth in the previous paragraphs, differences may exist associated with the calculation of income tax for 2018 and previous years, which cannot be objectively quantified; however, in the opinion of the Group's directors and its tax and legal advisors, the tax debt that may arise therefrom would not significantly affect the Consolidated Financial Statements.
Basic earnings per share are calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share are also calculated by adjusting the profit attributable to ordinary equity holders of the Parent Company and the weighted average number of ordinary shares outstanding by all the dilutive effects inherent to potential ordinary shares.
Basic and diluted earnings per share for 2018 and 2017 are as follows:
| 2018 | 2017 | |
|---|---|---|
| Profit attributable to the shareholders of the Parent (thousands of euros) Loss from discontinued activities attributable to the shareholders of the Parent (thousands of euros) |
257,690 - |
239,692 - |
| Weighted average number of ordinary shares outstanding (thousands of shares) | 575,307 | 575,514 |
| Basic earnings per share from continuing operations (Euros per share) Basic earnings per share from discontinued operations (Euros per share) |
0.42 - |
|
| Diluted earnings per share from continuing operations (Euros per share) | 0.45 | 0.42 |
The calculation of the weighted average number of ordinary shares has discounted the average number of treasury shares in 2018. There were not treasury shares in 2017.
The Group is lessee of buildings, warehouses, machinery and vehicles. The lease expenses charged in the Consolidated Income Statement at 31 December 2018 amounted to 142,684 thousand euros (31 December 2017: 116,511 thousand euros) and the breakdown, by segment, was as follows:
| Thousands of euros | |||
|---|---|---|---|
| 31-12-2018 | 31-12-2017 | ||
| Western Europe | 68,477 | 63,123 | |
| Eastern Europe | 14,451 | 11,613 | |
| Mercosur | 3,952 | 3,518 | |
| North America | 45,356 | 29,598 | |
| Asia | 10,448 | 8,659 | |
| Total | 142,684 | 116,511 |
Total future minimum payments for non-cancellable operating lease contracts at 31 December 2018 and 31 December 2017 amounted to 524,279 thousand euros and 497,131 thousand euros, respectively, are as follows:
| Thousands of euros | |||
|---|---|---|---|
| Less than 1 year | Between 1 and 5 years | More than 5 years | |
| Western Europe | 45,629 | 87,759 | 88,969 |
| Eastern Europe | 4,841 | 14,978 | 1,903 |
| Mercosur | 1,951 | - | - |
| North America | 43,621 | 133,818 | 89,372 |
| Asia | 4,795 | 3,809 | 2,834 |
| Total 2018 | 100,837 | 240,364 | 183,078 |
| Thousands of euros | |||
| Less than 1 year | Between 1 and 5 years | More than 5 years | |
| Total 2017 | 89,861 | 215,351 | 191,919 |
The change in future minimum payments from 2017 to 2018 corresponded to the renegotiation of already existing agreements and to the signature of new agreements (mainly related to buildings and machinery) at companies belonging fundamentally to the Eastern European and North American segments. This figure is also affected by the reclassification of payments as they approach to maturity date.
The commitments acquired by the different Group companies relating to the acquisition of fixed assets and tools amounted to 487 million euros at 31 December 2018. It is foreseeable that these orders will be executed from 2018 to 2021.
The Group has no guarantees granted to third parties. Guarantees received from financial entities by the Group and presented to third parties at 31 December 2018 amounted to 179 million euros (31 December 2017: 126 million euros).
At 31 December 2018 and 31 December 2017, the transactions carried out with related parties were as follows:

| Thousands of euros | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Receibables / Payables | (466,344) | (323,591) | |
| Revenue | |||
| Sales of goods | (314,530) | (248,965) | |
| Services rendered | (5,684) | (4,330) | |
| Finance income | (224) | (102) | |
| Expenses | |||
| Purchases | 1,461,965 | 1,227,416 | |
| Services received | 69,164 | 53,354 | |
| Finance expenses | 8,798 | 4,445 |
Debit balance:Positive / Credit balance: Negative
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.
Sales included in the accompanying tables detailing transactions with related parties relate mainly to the sale of by-products, while the most significant purchases relate to the supply of steel and services received for machine shop and steel cutting works.
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 31 December 2018 were as follows:

| 31-12-2018 | ||||
|---|---|---|---|---|
| Company | Thousands of euros | Company | Thousands of euros | |
| Shareholders | Shareholders | |||
| JSC Karelsky Okatysh | (4,698) | Acek, Desarrollo y Gestión Industrial, S.L. | (1,193) | |
| Total non-current loans (Note 23.c.2) | (4,698) | JSC Karelsky Okatysh | (449) | |
| Shareholders | Related parties | |||
| JSC Karelsky Okatysh | (4,599) | Gonvarri I. Centro Servicios, S.L. | (36) | |
| Mitsui & Co., Ltd. | (168,394) | Total interest payable (Note 23.c.2) | (1,678) | |
| Tuyauto, S.A. | (918) | Associates | ||
| Related parties | Esymo Metal, S.L. | 160 | ||
| Gescrap Bilbao, S.L. | (92) | Total Non-current Loans | 160 | |
| Otros | (2) | Shareholders | ||
| Total current loans (Note 23.c.2) | (174,005) | Acek, Desarrollo y Gestión Industrial, S.L. | (7,365) | |
| Associates | Gestamp 2020, S.L. | (18,742) | ||
| Esymo Metal, S.L. | 320 | Free float | (11,239) | |
| Gestión Global de Matricería, S.L. | 21,400 | Others shareholders | (5) | |
| Total Current Loans | 21,720 | Total Dividends payable (Note 23.d) | (37,351) | |
| Shareholders | Shareholders | |||
| Acek, Desarrollo y Gestión Industrial, S.L. | 904 | Acek, Desarrollo y Gestión Industrial, S.L. | (7,182) | |
| Related parties | Related parties | |||
| GES Recycling, Ltd. | (2) | ArcelorMittal Flat Carbon, Luxemburg | (5,080) | |
| GES Recycling USA Llc. | 6,596 | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | (9,390) | |
| Gescrap Aragón, S.L. | 32 | Bursa Celik Sigorta Aracilik Hizma. A.S. | (44) | |
| Gescrap Autometal Comercio de Sucatas, S.A. | 692 | Dongguan Gonvarri Center, LTD. | (3,614) | |
| Gescrap Autometal México, S.A. de C.V. | 1,502 | Gescrap Autometal México, S.A. de C.V. | (2) | |
| Gescrap Bilbao, S.L. | 2,915 | Gescrap France S.A.R.L. | (27) | |
| Gescrap Centro, S.L. | 1,394 | Gescrap GmbH | (12) | |
| Gescrap Czech S.R.O. | 171 | Gescrap Navarra, S.L. | (2) | |
| Gescrap Desarrollo, S.L.U. | (522) | Gescrap Slovakia S.R.O. | (1,246) | |
| Gescrap France S.A.R.L. | 3,353 | Gonvarri Argentina, S.A. | (6,459) | |
| Gescrap GmbH | 2,880 | Gonvarri Czech, S.R.O. | (1,481) | |
| Gescrap Hungary, Kft. | 991 | Gonvarri Galicia, S.A. | (34,206) | |
| Gescrap Navarra, S.L. | 272 | Gonvarri I. Centro Servicios, S.L. | (113,491) | |
| Gescrap Noroeste, S.L.U. | 509 | Gonvarri Polska SP, Z.o.o. | (21,432) | |
| Gescrap Polska SP, ZOO. | 2,611 | Gonvarri Ptos. Siderúrgicos, S.A. | (17,127) | |
| Gescrap Rusia, Ltd. | 779 | Gonvauto Asturias, S.L. | (3,888) | |
| Gescrap Slovakia S.R.O. | 95 | Gonvauto Navarra, S.A. | (6,019) | |
| Gestamp Solar Steel, S.L. | 46 | Gonvauto Puebla, S.A. de C.V. | (23,305) | |
| Gonvarri Argentina, S.A. | 2 | Gonvauto South Carolina Llc. | (11,538) | |
| Gonvarri Czech, S.R.O. | 52 | Gonvauto Thüringen, GMBH | (9,404) | |
| Gonvarri Galicia, S.A. | 1,275 | Gonvauto, S.A. | (19,424) | |
| Gonvarri I. Centro Servicios, S.L. | 2,822 | Gonvvama, Ltd. | (190) | |
| Gonvarri Industrial, S.A. | 435 | Arcelor Group | (13,550) | |
| Gonvarri Polska SP, Z.o.o. | (34) | Arcelor Group (rappel) | 8,399 | |
| Gonvauto Navarra, S.A. | 960 | Industrial Ferrodistribuidora, S.A. | (2,421) | |
| Gonvauto Puebla, S.A. de C.V. | 10 | Inmobiliaria Acek, S.L. | (496) | |
| Gonvauto South Carolina Llc. | 2,760 | Laser Automotive Barcelona, S.L. | (1,271) | |
| Gonvauto Thüringen, GMBH | 1,414 | Severstal Gonvarri Kaluga, LLC | (5,235) | |
| Gonvauto, S.A. | 1,483 | Steel & Alloy, Ltd. | (12,365) | |
| Gonvvama, Ltd. | 286 | Others | (3) | |
| GS Hot-Stamping Co., Ltd. | 5 | Associates | ||
| Industrial Ferrodistribuidora, S.A. | 608 | Esymo Metal, S.L. | (2,443) | |
| Road Steel Engineering, S.L. Severstal Gonvarri Kaluga, LLC |
3 1 |
Gestamp Tooling Manufacturing Kunshan Co., Ltd. Gestión Global de Matricería, S.L. |
(9,688) (335) |
|
| Associates | GGM Puebla, S.A. de C.V. | (5,196) | ||
| Esymo Metal, S.L. Gestamp Auto Components Sales (Tianjin) Co., Ltd. |
10 49,748 |
Global Laser Araba, S.L. Ingeniería y Construcción Matrices, S.A. |
(996) (1,605) |
|
| Gestamp Tooling Manufacturing Kunshan Co., Ltd. | 2,214 | IxCxT, S.A. | (152) | |
| Gestión Global de Matricería, S.L. | 214 | Total Suppliers, related parties (Note 25.a) | (341,920) | |
| GGM Puebla, S.A. de C.V. | 4,683 | Related parties | ||
| Global Laser Araba, S.L. | 47 | Gestamp Solar Infraestructuras, S.L. | (134) | |
| Ingeniería y Construcción Matrices, S.A. | 1,485 | Total Trade creditors, related parties (Note 25.a) | (134) | |
| IxCxT, S.A. | 165 | Shareholders | ||
| Total Trade receivables from related parties (Note 15.a) | 95,866 | Acek, Desarrollo y Gestión Industrial, S.L. | (23,146) | |
| Related parties | Total long-term asset suppliers (Note 23.c.2) | (23,146) | ||
| Gonvauto Thüringen, GMBH | 74 | |||
| Total Debtors, related parties ( Note 15.b) | 74 | |||
| Shareholders | ||||
| Acek, Desarrollo y Gestión Industrial, S.L. | (1,110) | |||
| Related parties | ||||
| Gescrap Autometal México, S.A. de C.V. | (61) | |||
| Gonvauto Puebla, S.A. de C.V. | (3) | |||
| Associates | ||||
| GGM Puebla, S.A. de C.V. | (49) | |||
| Global Laser Araba, S.L. | (9) | |||
| Total Other current suppliers (Note 23.d) | (1,232) | |||
| Company | Thousands of euros | Company | Thousands of euros |
|---|---|---|---|
| (4,698) | Acek, Desarrollo y Gestión Industrial, S.L. | (1,193) | |
| Total non-current loans (Note 23.c.2) | (4,698) | JSC Karelsky Okatysh | (449) |
| (4,599) | Gonvarri I. Centro Servicios, S.L. | (36) | |
| (168,394) | Total interest payable (Note 23.c.2) | (1,678) | |
| Esymo Metal, S.L. | 160 | ||
| (92) | Total Non-current Loans | 160 | |
| Total current loans (Note 23.c.2) | (174,005) | Acek, Desarrollo y Gestión Industrial, S.L. | (7,365) |
| Gestamp 2020, S.L. | (18,742) | ||
| 320 | Free float | (11,239) | |
| Gestión Global de Matricería, S.L. | 21,400 | Others shareholders | (5) |
| 21,720 | Total Dividends payable (Note 23.d) | (37,351) | |
| Acek, Desarrollo y Gestión Industrial, S.L. | 904 | Acek, Desarrollo y Gestión Industrial, S.L. | (7,182) |
| (2) | ArcelorMittal Flat Carbon, Luxemburg | (5,080) | |
| 6,596 | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | (9,390) | |
| 32 | Bursa Celik Sigorta Aracilik Hizma. A.S. | (44) | |
| Gescrap Autometal Comercio de Sucatas, S.A. | 692 | Dongguan Gonvarri Center, LTD. | (3,614) |
| Gescrap Autometal México, S.A. de C.V. | 1,502 | Gescrap Autometal México, S.A. de C.V. | (2) |
| 2,915 | Gescrap France S.A.R.L. | (27) | |
| 1,394 | Gescrap GmbH | (12) | |
| 171 | Gescrap Navarra, S.L. | (2) | |
| Gescrap Desarrollo, S.L.U. | (522) | Gescrap Slovakia S.R.O. | (1,246) |
| 3,353 | Gonvarri Argentina, S.A. | (6,459) | |
| 2,880 | Gonvarri Czech, S.R.O. | (1,481) | |
| 991 | Gonvarri Galicia, S.A. | (34,206) | |
| 272 | Gonvarri I. Centro Servicios, S.L. | (113,491) | |
| 509 | Gonvarri Polska SP, Z.o.o. | (21,432) | |
| 2,611 | Gonvarri Ptos. Siderúrgicos, S.A. | (17,127) | |
| 779 | Gonvauto Asturias, S.L. | (3,888) | |
| 95 | Gonvauto Navarra, S.A. | (6,019) | |
| 46 | Gonvauto Puebla, S.A. de C.V. | (23,305) | |
| 2 | Gonvauto South Carolina Llc. | (11,538) | |
| 52 | Gonvauto Thüringen, GMBH | (9,404) | |
| 1,275 | Gonvauto, S.A. | (19,424) | |
| Gonvarri I. Centro Servicios, S.L. | 2,822 | Gonvvama, Ltd. | (190) |
| 435 | Arcelor Group | (13,550) | |
| (34) | Arcelor Group (rappel) | 8,399 | |
| 960 | Industrial Ferrodistribuidora, S.A. | (2,421) | |
| Gonvauto Puebla, S.A. de C.V. | 10 | Inmobiliaria Acek, S.L. | (496) |
| Gonvauto South Carolina Llc. | 2,760 | Laser Automotive Barcelona, S.L. | (1,271) |
| Gonvauto Thüringen, GMBH | 1,414 | Severstal Gonvarri Kaluga, LLC | (5,235) |
| 1,483 | Steel & Alloy, Ltd. | (12,365) | |
| 286 | Others | (3) | |
| Industrial Ferrodistribuidora, S.A. | 608 | Esymo Metal, S.L. | (2,443) |
| Road Steel Engineering, S.L. | 3 | Gestamp Tooling Manufacturing Kunshan Co., Ltd. | (9,688) |
| Severstal Gonvarri Kaluga, LLC | 1 | Gestión Global de Matricería, S.L. GGM Puebla, S.A. de C.V. |
(335) (5,196) |
| 10 | Global Laser Araba, S.L. | (996) | |
| Gestamp Auto Components Sales (Tianjin) Co., Ltd. | 49,748 | Ingeniería y Construcción Matrices, S.A. | (1,605) |
| Gestamp Tooling Manufacturing Kunshan Co., Ltd. | 2,214 | IxCxT, S.A. | (152) |
| Gestión Global de Matricería, S.L. | 214 | Total Suppliers, related parties (Note 25.a) | (341,920) |
| 47 | Gestamp Solar Infraestructuras, S.L. | (134) | |
| Ingeniería y Construcción Matrices, S.A. | 1,485 | Total Trade creditors, related parties (Note 25.a) | (134) |
| Total Trade receivables from related parties (Note 15.a) | 95,866 | Acek, Desarrollo y Gestión Industrial, S.L. | (23,146) |
Total debit/credit balances (466,344)
The breakdown of receivables from and payables to related parties at 31 December 2017 were as follows:
| Shareholders | Shareholders | |
|---|---|---|
| Associates | Related parties | |
| Total Current Loans | 21,720 | Associates |
| Gestión Global de Matricería, S.L. | 4 | Shareholders |
| Gescrap Centro, S.L. | 1,416 | Shareholders |
| Gescrap Navarra, S.L. | 345 | Related parties |
| Associates | Associates | |
| Total Trade receivables from related parties (Note 15.a) | 31,948 | Related parties |
| Total current loans (Note 23.c.2) | (93) | Shareholders |
| Associates | ||
| GGM Puebla, S.A. de C.V. | (269) | |
| Total Other current suppliers (Note 23.d) | (1,311) | |
| 31-12-2017 | |||
|---|---|---|---|
| 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 23.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 Matricería, S.L. | 21,400 | Total interest payable (Note 23.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 Matricería, S.L. | 4 | Shareholders | |
| Total Interest receivable | 5 | Others shareholders | (5) |
| Related parties | Total Dividends payable (Note 23.d) | (5) | |
| Gescrap Centro, S.L. | 1,416 | Shareholders | |
| Gescrap France S.A.R.L. | 953 | Acek, Desarrollo y Gestión Industrial, S.L. | (945) |
| Gescrap Navarra, S.L. | 345 | Related parties | |
| Gescrap Polska SP, ZOO. | 2,289 | Gonvarri Argentina, S.A. | (8,169) |
| Gescrap Desarrollo, S.L.U. | 1,236 | Gonvarri Galicia, S.A. | (38,595) |
| Gescrap Bilbao, S.L. | 4,697 | Gonvarri I. Centro Servicios, S.L. | (92,445) |
| Gescrap Aragón, S.L. | 62 | Severstal Gonvarri Kaluga, LLC | (5,300) |
| Gescrap Autometal México, S.A. de C.V. | 913 | Gonvarri Polska SP, Z.o.o. | (13,715) |
| Gescrap Czech S.R.O. | 66 | Gonvarri Ptos. Siderúrgicos, S.A. | (20,668) |
| Gescrap Rusia, Ltd. | 285 | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | (9,093) |
| Gescrap Autometal Comercio de Sucatas, S.A. | 843 | Gonvauto Asturias, S.L. | (2,928) |
| Gestamp Solar Steel, S.L. | 46 | Dongguan Gonvarri Center, LTD. | (6,749) |
| Gescrap GmbH | 4,143 | Gonvauto Navarra, S.A. | (3,949) |
| Gescrap Noroeste, S.L.U. | 661 | Gonvauto Puebla, S.A. de C.V. | (28,165) |
| GES Recycling USA Llc. | 2,290 | Gonvauto Thüringen, GMBH | (11,074) |
| Gonvarri Galicia, S.A. | 1,936 | Gonvauto, S.A. | (27,410) |
| Gonvarri I. Centro Servicios, S.L. | 1,198 | Gonvauto South Carolina Llc. | (8,314) |
| Gonvarri Industrial, S.A. | (79) | Industrial Ferrodistribuidora, S.A. | (1,786) |
| Gonvauto Navarra, S.A. | 584 | Laser Automotive Barcelona, S.L. | (1,267) |
| Gonvauto Puebla, S.A. de C.V. | 117 | Bursa Celik Sigorta Aracilik Hizma. A.S. | (37) |
| Gonvauto Thüringen, GMBH | 1,244 | Gonvarri Czech, S.R.O. | (323) |
| Gonvauto, S.A. | 958 | Steel & Alloy, Ltd. | (21,380) |
| Steel & Alloy, Ltd. | 612 | Inmobiliaria Acek, S.L. | (132) |
| Gonvvama, Ltd. | 278 | 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 Matricería, S.L. | 4 | Gestión Global de Matricería, S.L. | (330) |
| Global Laser Araba, S.L., S.L. | 53 | Global Laser Araba, S.L., S.L. | (662) |
| Hierros y Aplanaciones, S.A. | 66 | Ingeniería y Construcción Matrices, S.A. | (955) |
| Ingeniería y Construcción Matrices, S.A. | 871 | IxCxT, S.A. | (235) |
| IxCxT, S.A. | 103 | Total Suppliers, related parties (Note 25.a) | (317,054) |
| Total Trade receivables from related parties (Note 15.a) | 31,948 | Related parties | |
| Related parties | Gestamp Solar Steel, S.L. | (80) | |
| Gescrap Bilbao, S.L. | (93) | Total Trade creditors, related parties (Note 25.a) | (80) |
| Total current loans (Note 23.c.2) | (93) | Shareholders | |
| Shareholders | Acek, Desarrollo y Gestión Industrial, S.L. | (24,256) | |
| Acek, Desarrollo y Gestión Industrial, S.L. | (1,042) | Total long-term asset suppliers (Note 23.c.2) | (24,256) |
| Associates |
Total debit/credit balances (323,591)
The breakdown of transactions carried out with related parties in 2018 were as follows:
| 31-12-2018 | |||
|---|---|---|---|
| Company | Thousands of euros | Company | Thousands of euros |
| Related parties GES Recycling, Ltd. |
(12.755) | Related parties ArcelorMittal Flat Carbon, Luxemburg |
2.431 |
| GES Recycling USA Llc. | (35.165) | ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. | 83.349 |
| Gescrap Aragón, S.L. | (1.608) | Dongguan Gonvarri Center, LTD. | 34.604 |
| Gescrap Autometal Comercio de Sucatas, S.A. | (15.361) | Gonvarri Argentina, S.A. | 61.865 |
| Gescrap Autometal México, S.A. de C.V. | (23.653) | Gonvarri Galicia, S.A. | 93.818 |
| Gescrap Bilbao, S.L. | (32.377) | Gonvarri I. Centro Servicios, S.L. | 380.155 |
| Gescrap Centro, S.L. | (9.101) | Gonvarri Polska SP, Z.o.o. | 140.989 |
| Gescrap Czech S.R.O. | (1.080) | Gonvarri Ptos. Siderúrgicos, S.A. | 45.563 |
| Gescrap France S.A.R.L. | (22.969) | Gonvauto Asturias, S.L. | 16.039 |
| Gescrap GmbH | (35.913) | Gonvauto Navarra, S.A. | 18.279 |
| Gescrap Hungary, Kft. | (2.952) | Gonvauto Puebla, S.A. de C.V. | 123.366 |
| Gescrap Navarra, S.L. | (6.045) | Gonvauto South Carolina Llc. | 41.240 |
| Gescrap Noroeste, S.L.U. | (4.405) | Gonvauto Thüringen, GMBH | 89.548 |
| Gescrap Polska SP, ZOO. Gescrap Rusia, Ltd. |
(16.744) (5.523) |
Gonvauto, S.A. Arcelor Group |
77.242 89.570 |
| Gescrap Slovakia S.R.O. | (95) | Holding Gonvarri, S.L. | 87.669 |
| Gonvarri Argentina, S.A. | (2) | Industrial Ferrodistribuidora, S.A. | 7.386 |
| Gonvarri Czech, S.R.O. | (52) | Laser Automotive Barcelona, S.L. | 58 |
| Gonvarri Galicia, S.A. | (4.067) | Severstal Gonvarri Kaluga, LLC | 62.774 |
| Gonvarri I. Centro Servicios, S.L. | (2.128) | Steel & Alloy, Ltd. | 1.113 |
| Gonvarri Polska SP, Z.o.o. | (16) | ||
| Gonvauto Navarra, S.A. | (5.025) | Associates | |
| Gonvauto Puebla, S.A. de C.V. | (22) | Esymo Metal, S.L. | 763 |
| Gonvauto South Carolina Llc. | (1.091) | Gestamp Tooling Manufacturing Kunshan Co., Ltd. | 728 |
| Gonvauto Thüringen, GMBH | (10.268) | GGM Puebla, S.A. de C.V. | 3.403 |
| Gonvauto, S.A. | (17.196) | Global Laser Araba, S.L. | 13 |
| Arcelor Group | (2.042) | Total Purchases | 1.461.965 |
| Hierros y Aplanaciones, S.A. | (35) | Shareholders | |
| Industrial Ferrodistribuidora, S.A. | (139) | Acek, Desarrollo y Gestión Industrial, S.L. | 7.451 |
| Severstal Gonvarri Kaluga, LLC | (116) | Related parties | |
| Associates | Air Executive, S.L. | 320 | |
| Gestamp Auto Components Sales (Tianjin) Co., Ltd. Gestamp Tooling Manufacturing Kunshan Co., Ltd. |
(45.462) (193) |
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. Dongguan Gonvarri Center, LTD. |
1.508 8 |
| Gestión Global de Matricería, S.L. | (12) | Gescrap Autometal Comercio de Sucatas, S.A. | 2 |
| GGM Puebla, S.A. de C.V. | (408) | Gescrap Autometal México, S.A. de C.V. | 7 |
| Global Laser Araba, S.L. | 6 | Gescrap France S.A.R.L. | 36 |
| Ingeniería y Construcción Matrices, S.A. | (516) | Gescrap GmbH | 322 |
| Total Sales | (314.530) | Gescrap Hungary, Kft. | 1 |
| Shareholders | Gescrap Navarra, S.L. | 15 | |
| Acek, Desarrollo y Gestión Industrial, S.L. | (834) | Gescrap Polska SP, ZOO. | 28 |
| Related parties | Gescrap Slovakia S.R.O. | 1.047 | |
| Dongguan Gonvarri Center, LTD. | (28) | Gestamp Solar Infraestructuras, S.L. | 130 |
| GES Recycling USA Llc. | (2) | Gonvarri Argentina, S.A. | 4 |
| Gescrap Aragón, S.L. | (2) | Gonvarri Czech, S.R.O. | 5.537 |
| Gescrap Autometal México, S.A. de C.V. | (14) | Gonvarri Galicia, S.A. | 31 |
| Gescrap Bilbao, S.L. | (64) | Gonvarri I. Centro Servicios, S.L. | 107 |
| Gescrap France S.A.R.L. | (88) | Gonvarri Industrial, S.A. | 11 |
| Gescrap GmbH | (1) | Gonvarri Polska SP, Z.o.o. | 35 |
| Gescrap Hungary, Kft. Gescrap Polska SP, ZOO. |
(5) (57) |
Gonvarri Ptos. Siderúrgicos, S.A. Gonvauto Asturias, S.L. |
211 (30) |
| Gescrap Rusia, Ltd. | (4) | Gonvauto Navarra, S.A. | 360 |
| Gonvarri Czech, S.R.O. | (13) | Gonvauto Puebla, S.A. de C.V. | 196 |
| Gonvarri Industrial, S.A. | (1.589) | Gonvauto South Carolina Llc. | 6.583 |
| Gonvarri Polska SP, Z.o.o. | 36 | Gonvauto Thüringen, GMBH | 11 |
| Gonvarri Ptos. Siderúrgicos, S.A. | (1) | Gonvauto, S.A. | 56 |
| Gonvauto Puebla, S.A. de C.V. | (8) | Gonvvama, Ltd. | 261 |
| Gonvauto Thüringen, GMBH | (124) | Arcelor Group | 62 |
| Gonvvama, Ltd. | (269) | Industrial Ferrodistribuidora, S.A. | 50 |
| Inmobiliaria Acek, S.L. | (20) | Inmobiliaria Acek, S.L. | 2.252 |
| Road Steel Engineering, S.L. | (9) | Laser Automotive Barcelona, S.L. | 4.061 |
| Associates | Steel & Alloy, Ltd. | 2 | |
| Esymo Metal, S.L. | (119) | Others | 83 |
| Gestamp Auto Components Sales (Tianjin) Co., Ltd. | (40) | Associates | |
| Gestamp Tooling Manufacturing Kunshan Co., Ltd. | (762) | Esymo Metal, S.L. | 3.247 |
| Gestión Global de Matricería, S.L. | (9) | Gestamp Tooling Manufacturing Kunshan Co., Ltd. | 12.449 |
| GGM Puebla, S.A. de C.V. | (1.020) | Gestión Global de Matricería, S.L. | 2.502 |
| Global Laser Araba, S.L. | (83) | GGM Puebla, S.A. de C.V. | 5.336 |
| Ingeniería y Construcción Matrices, S.A. | (440) | Global Laser Araba, S.L. | 7.282 |
| IxCxT, S.A. | (115) | Ingeniería y Construcción Matrices, S.A. | 5.568 |
| Total Services rendered Associates |
(5.684) | IxCxT, S.A. Total Services received |
2.022 69.164 |
| Esymo Metal, S.L. | (8) | Shareholders | |
| Gestión Global de Matricería, S.L. | (216) | Acek, Desarrollo y Gestión Industrial, S.L. | 1.607 |
| Total Financial income (Note 28.a) | (224) | JSC Karelsky Okatysh | 1.074 |
| Mitsui & Co., Ltd. | 4.821 | ||
| Related parties | |||
| Gonvarri Galicia, S.A. | 370 | ||
| Gonvarri I. Centro Servicios, S.L. | 264 | ||
| Gonvarri Ptos. Siderúrgicos, S.A. | 165 |
Gonvauto Navarra, S.A. 20 Gonvauto Puebla, S.A. de C.V. 367 Gonvauto, S.A. 102 Industrial Ferrodistribuidora, S.A. 8 Total Financial expenses (Note 28.b) 8.798
| 31-12-2017 | |||
|---|---|---|---|
| Company | Thousands of euros | Company | Thousands of euros |
| Related parties | Related parties | ||
| Gescrap Autometal Comercio de Sucatas, 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, S.L. | 14,685 |
| Gescrap Centro, S.L. | (3,851) | Gonvarri Argentina, S.A. | 59,862 |
| Gescrap France S.A.R.L. | (18,074) | Gonvarri Galicia, S.A. | 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, Z.o.o. | 103,279 |
| Gescrap Czech S.R.O. | (806) | Gonvarri Ptos. Siderúrgicos, S.A. | 43,061 |
| GES Recycling, Ltd. | (16,460) | Gonvauto Navarra, S.A. | 10,372 |
| Gescrap RUS Llc. | (3,045) | Gonvauto Puebla, S.A. de C.V. | 106,017 |
| Gescrap GmbH | (33,453) | Gonvauto Thüringen, GMBH | 55,393 |
| Gescrap Hungary, Kft. | (2,419) | Gonvauto, S.A. | 91,688 |
| Gescrap Noroeste, S.L.U. | (3,958) | Industrial Ferrodistribuidora, S.A. | 4,801 |
| Gescrap Bilbao, S.L. | (32,079) | Severstal Gonvarri Kaluga, LLC | 46,679 |
| Gescrap Aragón, S.L. | (576) | Steel & Alloy, Ltd. | 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, S.A. | (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 |
| Industrial Ferrodistribuidora, S.A. | (300) | Associates | |
| Gonvauto, S.A. | (23,342) | Gestamp Tooling Manufacturing Kunshan Co., Ltd. | 629 |
| Gonvauto Thüringen, GMBH | (7,093) | GGM Puebla, S.A. de C.V. | 4,061 |
| Gonvarri Polska SP, Z.o.o. | (10) | Global Laser Araba, S.L., S.L. | 25 |
| Gonvarri Ptos. Siderúrgicos, S.A. | (4) | Esymo Metal, S.L. | 763 |
| Severstal Gonvarri Kaluga, LLC | (53) | Total Purchases | 1,227,416 |
| Arcelor Group | (109) | Shareholders | |
| Others Associates |
(6) | Acek, Desarrollo y Gestión Industrial, S.L. Related parties |
4,890 |
| 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 |
| Gestión Global de Matricería, S.L. | (10) | Gonvarri Polska SP, Z.o.o. | 299 |
| Global Laser Araba, S.L., S.L. | (3,511) | Gonvarri Ptos. Siderúrgicos, S.A. | 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, S.A. | 51 |
| Related parties | Gonvauto Navarra, S.A. | 129 | |
| Gonvarri Polska SP, Z.o.o. | (97) | Gonvauto South Carolina Llc | 7,182 |
| Gonvauto Thüringen, GMBH | (62) | Laser Automotive Barcelona, S.L. | 2,976 |
| Gescrap Polska SP, ZOO. | (57) | Gonvarri Czech, S.R.O. | 2,754 |
| Gescrap RUS Llc. | (7) | Dongguan Gonvarri Center, Ltd. | 27 |
| Gescrap Hungary, Kft. | (52) | Inmobiliaria Acek, S.L. | 2,043 |
| Inmobiliaria Acek, S.L. | (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 |
| Esymo Metal, S.L. | (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., S.L. | (228) | Global Laser Araba, S.L., 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., Ltd. | 498 | |
| Esymo Metal, S.L. | (12) | JSC Karelsky Okatysh | 1,673 |
| Gestión Global de Matricería, S.L. | (88) | Related parties | |
| Total Financial income (Note 28.a) | (102) | Gonvarri Galicia, S.A. | 46 |
| Gonvarri I. Centro Servicios, S.L. | 164 | ||
| Gonvarri Ptos. Siderúrgicos, S.A. | 8 | ||
| Gonvauto Navarra, S.A. | 8 | ||
| Gonvauto, S.A. | 180 |
Gonvauto Puebla, S.A. de C.V. 185 Others 6 Total Financial expenses (Note 28.b) 4,445
In 2017, Acek Desarrollo y Gestión Industrial, S.L. was a member of the Board of Directors of certain Group subsidiaries from 1 January 2017 to 23 March 2017, receiving 79 thousand euros for such period for all remuneration items as a member of the Board of Directors of certain Group subsidiaries. From 24 March 2017, Acek Desarrollo y Gestión Industrial, S.L. was substituted as director by Gestamp Automoción, S.A. at these subsidiaries.
Gestamp Automoción, S.A. received 375 thousand euros in 2018 (269 thousand euros in 2017), for all remuneration items as a member of the Board of Directors of certain Group subsidiaries.
The breakdown of the total remuneration received by the members of the Board of Directors of the Parent Company (in thousands of euros) was as follows:
| Thousands of | |
|---|---|
| euros | |
| Non-Executive Directors | 2018 Year |
| D. Alberto Rodríguez Fraile | 105.00 |
| D. Javier Rodríguez Pellitero | 105.00 |
| D. Juan María Riberas Mera | 90.00 |
| D. Pedro Sainz de Baranda | 90.00 |
| Dª. Ana García Fau | 90.00 |
| D. Gonzalo Urquijo Fernández de Araoz | 90.00 |
| D. Cesar Cernuda | 75.00 |
| D. Tomofumi Osaki | 75.00 |
| D. Noboru Katsu | 23.00 |
| D. Shinichi Hori | 55.63 |
| D. Geert Maurice Van Poelvoorde | 0.00 |
| TOTAL | 798.63 |
(From January 1, 2018 to December 31, 2018)
| Executive Directors | |
|---|---|
| Mr. Francisco José Riberas Mera | 960.41 |
| Mr. Francisco López Peña | 1,446.17 |
| TOTAL | 2,406.58 |
The amount of the loans granted to the members of the Board of Directors of the Parent Company at 31 December 2018 amounted to 3,226 thousand euros for acquiring shares of the Parent Company from Acek Desarrollo y Gestión Industrial S.L. (see Note 12.a.2)). These loans were granted in 2016.
In 2018 pension commitments were assumed benefitting the memebers of the Board of Directors amounted of 96 thousand euros and no advances were granged. In 2017, no advances were granted nor were any pension commitments assumed benefitting the members of the Board of Directors.

In 2018, the total remuneration accrued, for all items, in favour of the members of the Management Committee, Executive Directors excluded, amounted to 8,060 thousand euros and to 9,633 thousand euros in 2017, included in "Personnel expenses" in the accompanying Consolidated Income Statement. The amount corresponding to 2018 and 2017 includes life insurance premiums amounting to 18 thousand euros and 23 thousand euros, respectively.
The amount of the loans granted to the members of the Management Committee, except those who are members of the Board of Directors and who are already included in Note 32.2, amounting to 6,245 thousand euros, for acquiring shares in the Parent Company from Acek Desarrollo y Gestión Industrial S.L. (see Note 12.a.2)). These loans were granted in 2016.
The fees for the audit of the Consolidated and Individual Financial Statements of the companies included in the scope of consolidation for 2018 amounted to 4,152 thousand euros, while in 2017 they amounted to 4,276 thousand euros.
4,054 thousand euros of the foregoing fees were due to the auditors of the Parent Company for all the audit work performed at the Group in 2018, while the amount of such fees totalled 4,235 thousand euros in 2017.
The fees received in 2018 by the auditor of the Parent Company's accounts and by the companies that share its trade name, for other services related with the audit of the accounts, amounted to 824 thousand euros, while in 2017 they amounted to 361 thousand euros.
The fees received in 2018 by the auditor of the Parent Company's accounts and by the companies that share its trade name, for services other than the audit of the accounts, amounted to 994 thousand euros, while in 2017 they amounted to 712 thousand euros; the nature of these services is mainly collaboration in tax matters and due diligences in the purchase of companies.
Total investments in systems, equipment and facilities relating to environmental protection and improvement had a gross value of 4,907 thousand euros at 2018 year-end, with accumulated depreciation of 2,627 thousand euros, while at 2017 year-end, such investments amounted to 4,973 thousand euros, with accumulated depreciation of 2,539 thousand euros.
Environmental protection and improvement expenses incurred in 2018 amounted to 1,074 thousand euros, while in 2017, they amounted to 1,396 thousand euros.
The accompanying Consolidated Balance Sheet does not include any provisions for environmental risks, since the Parent Company's directors consider that future obligations to be settled, arising from procedures of companies forming the Group to prevent, reduce or repair environmental damage, did not exist at year-end or that, if they existed, they would not be material. Likewise, no environmental grants were received at year-end.

To manage its financial risk, the Group continually revises its business plans, it analyzes 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 changes in risk exposure to be assessed.
In compliance with prevailing legislation, below is a description of the main financial risks to which the Group is exposed:
The exchange rate risk is consequence of: (i) Group international diversification, which leads to invest and obtain income, results and cash flows in currencies different to euro., (ii) debt in foreign currency diferent to the local currency of the countries where are located the companies whith the debt and (iii) accounts receivable and payable in foreign currency for the company which perfom the transaction.
The fluctuation in the exchange rate of the currency in which a given transaction is carried out against the accounting currency may have a negative or positive impact on profit or loss and equity.
The Group operates in the following currencies:
| Euro | US dollar | Mexican peso |
|---|---|---|
| Argentine peso | Brazilian real | Pound sterling |
| Swedish crown | Polish zloty | Hungarian forint |
| Turkish lira | Indian rupee | Korean won |
| Chinese renmimbi | Russian rouble | Czech crown |
| Japanese yen | Thai Baht | Romanian leu |
| Taiwanese dollar | Moroccan dirham |
To manage exchange rate risk, the Group uses (or evaluates the possibility of using) a series of financial instruments basically (Note 23.b.1):
Also, in some of selling agreement in different countries, the prices are partially adjusted based on value of the currency , whith different formulas, so it is protected against devaluation.
Group recognize debt in currency to reduce the sensibility of the Net Financial Debt/EBITDA aginst the fluctuation of the Exchange rate, and partially compensate the loss of the value of the assets as consequence of fluctuation of Exchange rate, whit saving in the value of the passive.
The sensitivity of results and of equity to the changes in the exchange rates of the currencies in which the Group operates with respect to the euro are detailed below.
The sensitivity of results to the changes in the exchange rates of currencies for 2018 and 2017 is as follows:
| 2018 | |||
|---|---|---|---|
| IMPACT ON PROFIT | |||
| Currency | 5% Fluctuation -5% Fluctuation | ||
| Swedish crown | (634) | 634 | |
| US dollar | (1,555) | 1,555 | |
| Hungarian forint | (243) | 243 | |
| GB pound | 714 | (714) | |
| Mexican peso | 754 | (754) | |
| Brazilian real | (13) | 13 | |
| Chinese yuan | 1,187 | (1,187) | |
| Indian rupee | 422 | (422) | |
| Turkish lira | 608 | (608) | |
| Argentine peso | (137) | 137 | |
| Russian ruble | (6) | 6 | |
| Korean won | 268 | (268) | |
| Polish zloty | 1,015 | (1,015) | |
| Czech crown | (82) | 82 | |
| Japanese yen | (57) | 57 | |
| Thai baht | 24 | (24) | |
| Romanian leu | (62) | 62 | |
| Moroccan dirham | (5) | 5 | |
| Taiwanese dollar | 1 | (1) | |
| IMPACT IN ABSOLUTE TERMS | 2,199 | (2,199) | |
| PROFIT ATTRIBUTABLE | |||
| TO EQUITY HOLDERS OF | |||
| PARENT COMPANY | 257,690 | 257,690 | |
| EFFECT IN RELATIVE TERMS | 0.85% | -0.85% |
| 2017 | |||
|---|---|---|---|
| IMPACT ON PROFIT | |||
| Currency | 5% Fluctuation -5% Fluctuation | ||
| Swedish crown | (1,458) | 1,458 | |
| US dollar | (1,480) | 1,480 | |
| Hungarian forint | (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) | |
| PROFIT ATTRIBUTABLE | |||
| TO EQUITY HOLDERS OF | |||
| PARENT COMPANY | 239,692 | 239,692 | |
| EFFECT IN RELATIVE TERMS | 0.91% | -0.91% |
The sensitivity of equity to the changes in the exchange rates of currencies for 2018 and 2017 is as follows:
| 2018 | |||
|---|---|---|---|
| IMPACT ON EQUITY | |||
| Currency | 5% Fluctuation -5% fluctuation | ||
| Swedish crown | (5,712) | 5,712 | |
| US dollar | 2,066 | (2,066) | |
| Hungarian forint | (4,567) | 4,567 | |
| GB pound | 9,080 | (9,080) | |
| Mexican peso | 560 | (560) | |
| Brazilian real | 1,828 | (1,828) | |
| Chinese yuan | 13,914 | (13,914) | |
| Indian rupee | 2,381 | (2,381) | |
| Turkish lira | 921 | (921) | |
| Argentine peso | (1,538) | 1,538 | |
| Russian ruble | (4,912) | 4,912 | |
| Korean won | 2,608 | (2,608) | |
| Polish zloty | 2,173 | (2,173) | |
| Czech crown | (459) | 459 | |
| Japanese yen | (134) | 134 | |
| Thai baht | 100 | (100) | |
| Romanian leu | 65 | (65) | |
| Moroccan dirham | 89 | (89) | |
| Taiwanese dollar | (4) | 4 | |
| IMPACT IN ABSOLUTE TERMS | 18,459 | (18,459) | |
| EQUITY | 2,178,995 | 2,178,995 | |
| EFFECT IN RELATIVE TERMS | 0.85% | -0.85% |
| 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% |
The foregoing amounts were calculated by increasing or decreasing by 5% the exchange rates applied to convert to euros both the income statements of the subsidiaries and their equity.
Also, in 2018, consolidated equity was reduced further by 19.9 million euros, due to the change in translation differences, mainly as a result of investments outside the eurozone.
The Group's borrowings mainly bear interest at floating rates, exposing it to risk from fluctuations in market interest rates, so that index fluctuations affect cash flows and how they are reflected in the Financial expenses. The Group mitigates this risk by using interest rate derivative financial instruments, mainly swaps, by which it converts the floating rate on a loan into a fixed rate. It may swap the rate on a portion of the loan or on the entire loan, and for its entire duration or a part thereof (Note 23.b.1).
In general, the Group's borrowings accrue a floating rate indexed to the Euribor, Dollar Libor and other foreign exchange index. Conversely, the bonds issued by the Group on May 2016 and April 2018 accrue a fixed interest rate.
The Group´s financial debt accrues both a floating and a fixed rate as a consequence of seeking a balance in the financial expenses, adapting them to the economic cycle, the interest rate (short and long term) and their foreseeable development and the financing alternatives (especially the terms, costs and depreciation). It is also influenced by the debt evolution, which leads to using the facilities and performing amortizations dynamically, based on the agreement facilities.
If in 2018, the average benchmark interest rate on financial debt denominated in euros had varied by 50 bps, maintaining the remaining variables constant, financial profit would have been modified by 7,259 thousand euros.
If in 2017, the average benchmark interest rate on financial debt denominated in euros had varied by 50 bps, maintaining the remaining variables constant, financial profit would have been modified by 7,102 thousand euros.
Liquidity risk is evaluated as the risk that a company will not be able to service its payment commitments as a result of adverse condition-s in the debt and/or equity markets that prevent or hinder its capital raising efforts or cash liquidity needs which exceed that budgeted.
The Group manages liquidity risk looking for cash availability to cover its cash needs and debt maturity for a period of 12 months, thereby avoiding the need to raise funds on disadvantageous terms to cover short term needs. The available liquidity hold is integrated by cash equivalent and undrawn credit lines with a maturity beyond 12 months, according to the Interim Condensed Consolidated Financial Position, without adjusting them proportionally by the shareholdings, or by resources in subsidiaries subject to administrative authorization.
At 31 December 2018, cash and cash equivalents amounted to 616.4 million euros and the undrawn long-term credit lines amounted to 600 million euros (including 280 million euros in revolving credit facilities). The debt with a maturity under 12 months amounted to 258.3 million euros (borrowings from related parties amounted to 175.7 million euros, bank borrowings amounted to 75.9 million euros and financial leasing amounted to 6.7 million euros). At 31 December 2018, cash flows from investing activities (excluding intercompany purchases and sales) exceeded the cash flows from operations by 291 million euros.
Liquidity risk management in the next 12 months is complemented with an analysis of debt maturity, seeking an appropriate average maturity and refinancing in advance the short term maturities, especially the first two years. At 31 December 2018, the average life of the Group's net financial debt was 4.2 years (estimated considering the use of cash and long-term credit lines to repay shorter term debt). The average maturity of the gross debt was 3.8 years.
The permanent financial resources that finance the company's current activities, that is, the portion of current assets financed with long-term funds, amounted to 478 million euros as of 31st December 2018. This is the difference between the long-term financial debt (2,686 million euros) plus equity (2,178 million euros), less net fixed assets, excluding deferred tax assets (4,386 million euros). This amount exceeded the working capital related to the EBITDA, amounting to 390 million euros at 31 December 2018.
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 analyse on the basis of real historical data the balances of each major client individually in order to determine the need for provisions or impairment.
The Group has no guarantee on debts and has concluded that the risk concentration is low given that its customers belong to distinct jurisdictions and operate in highly independent markets.

The credit risk with banks is managed by the treasury department of the Group according to Group policies.
Investments of excess funds are only made with authorised counterparties and always within the credit limits assigned to such counterparties.
The limits are established in order to 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 31 December 2018 and 31 December 2017 are the carrying amounts, as shown in Note 15, except for financial guarantees and derivative financial instruments.
The net Credit Valuation Adjustment by counterparty (CVA + DVA) is the method used to value the credit risk of the counterparties and the Parent Company in calculating the fair value of derivative financial instruments. This adjustment reflects the possibility of bankruptcy or impairment of the credit quality of the counterparty and the Parent Company. The simplified formula corresponds to the expected exposure multiplied by the possibility of bankruptcy and by the expected loss in case of nonpayment. For calculating such variables the Parent Company uses market references.
Steel, followed by aluminum, is the main commodity used in the business.
In 2018, 61% of the steel had been purchased through "re-sale" programs with customers (63% in 2017), whereby the automobile manufacturer periodically negotiates with the steel maker the price of the steel that the Group uses for the production of automotive components. The selling price of the final product is directly adjusted to any fluctuations in steel prices.
In the case of products that use steel not purchased under "re-sale", some of the OEMs adjust Gestamp's selling prices based on the steel prices they have negotiated with steel suppliers, others adjust Gestamp´s selling prices based on public index and other clients negotiate by initiatives on both. Historically, the Group has negotiated and agreed its purchase contracts with steel suppliers under appropiate terms.
For the purpose of hedge accounting, the Group classifies its hedges as:

Such derivative financial instruments are initially recognised in the Consolidated Balance Sheet at acquisition cost and are subsequently valued in each period at fair value. Changes in fair value are normally accounted for in keeping with specific hedge accounting criteria.
The accounting for these instruments is carried out as follows:
The fair value of financial instruments is determined as follows:
There is no difference between the fair value and carrying amount of non-current loans granted since they all accrue interest at floating rates.
Equity investments in other companies are included in the Consolidated Balance Sheet at fair value when they can be valued reliably. Since it is usually not possible to measure the fair value of shareholdings in unlisted companies reliably, these investments are valued at acquisition cost or lower if there is evidence of impairment.
The changes in fair value, net of their tax effect, are recognised with a credit or charge to the "Retained earnings" heading included in Equity, until such investments are disposed of, in which the cumulative amount in this heading relating to these investments is allocated in full to the Consolidated Income Statement. If the fair value is lower than the acquisition cost, the differences are recognised directly in Equity, unless the asset has suffered impairment, in which case, it is recognised in the Consolidated Financial Statement.

For receivables due in less than one year, the Group considers the carrying amount a reasonable approximation of fair value.
There is no difference between the fair value and carrying amount of short term loans granted since they all accrue interest at market rates.
For other current financial assets, as their maturity is near the financial year end, the Group considers their carrying amounts a reasonable approximation of fair value.
For current and non-current bank borrowings there is no difference between fair value and carrying amount since all these borrowings carry interest at market rates.
The Group considers the carrying amount of the items recorded in this Consolidated Balance Sheet heading to be an adequate approximation of fair value. 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:
The classification of financial assets recognised in the Consolidated Balance Sheet at fair value, in line with the methodology for calculating such fair value, was as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | ||
| Financial assets measured at fair value | |||||||
| Financial derivative hedging instruments (Note 12.a.3)) | 6,019 | 14,718 | |||||
| Total | - | - | 6,019 | 14,718 | - | - |
The classification of financial liabilities recognised in the Consolidated Financial Statements at fair value, in line with the methodology for calculating such fair value, was as follows:

| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | ||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||
| Financial derivative hedging instruments | 36,168 | 54,287 | ||||||
| Financial derivative instruments held-for-trading | 19,949 | 11,914 | ||||||
| Total Financial derivative instruments (Note 23.b.1)) | 56,117 | 66,201 | ||||||
| Other current liabilities - Put Option (Note 23.d)) | ||||||||
| Defined benefit plans (Note 22.b)) | 77,601 | 79,469 | ||||||
| Total | 77,601 | 79,469 | 56,117 | 66,201 | - |
The objective of the Group's capital management is to protect its ability to continue as a going concern, upholding the commitment to remain solvent and looking for a high shareholder value for shareholdings.
The Group monitors its capital structure based on its leverage ratio. It defines leverage as net 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). A 31 December 2018 this ratio was 1.01.
Likewise, the Net Financial Debt / EBITDA ratio is mainly used to monitor solvency, which amounted to 2.3 at 31 December.
Gestamp Automoción, S.A.´s rating is BB from Standard & Poor's and Ba2 from Moody's, which makes it speculative grade.
The Group's Spanish companies have adapted their internal process and payment period policy to Law 15/2010, hence, measures to fight against default in trade operations have been implemented. In this regard, the conditions for contracting to commercial suppliers in 2018 relating to industrial activity for the manufacture of parts located in Spanish territory included payment periods equal to or less than 60 days in 2018 and 2017, as stipulated in Transitional Provision Two of the aforementioned Law.
In accordance with such Law, the following information corresponds to the Group companies that operate in Spain:
| During 2018 | |
|---|---|
| Average payment period to suppliers | 44 days |
| Total payments made | 4,717 million euros |
| Total payments pending | 497 million euros |
| During 2017 | |
| Average payment period to suppliers | 49 days |
| Total payments made | 4,233 million euros |
| Total payments pending | 582 million euros |
For reasons of efficiency and in line with common business uses, the Group's Spanish companies basically have a supplier payment schedule, whereby payments are made on fixed days which, at the main companies, are twice a month.
Generally in 2018 and 2017, the payments made by Spanish companies to suppliers, under agreements entered into following the entry into force of Law 15/2010, did not exceed the legal deferral limits. Payments to Spanish suppliers which, in 2018 and 2017, exceeded the legal term established have been, in quantitative terms, of scant importance and arise from circumstances or incidents removed from the payment policy established, including mainly the conclusion of the agreements with suppliers in the delivery of goods or the provision of the service or specific handling processes.
Also, at 31 December 2018 and 2017, no amounts were pending payment to suppliers located in Spain that exceeded the legal payment term.
On February 22, 2019 the Parent Company has signed an agreement modifying the original syndicated loan, signed on April 19, 2013 and modified in 2016,2017 and 2018, whereby:
Also, on February 26, 2019 the maturity of the loan amounting to 171 million dollars granted to Gestamp North America, Inc. by Mitsui & Co. Ltd has been modified from the initial maturity date in December 2019 to December 2020, 2021 and 2022, split in three equal amounts, to become effective after the early repayment of another 22 million USD loan maturing in December 2019.
In conformity with articles 229 and 231 of the Spanish Companies Law (LSC), in order to reinforce the transparency of Spanish corporate enterprises, the Parent Company's Board members informed that they had not been involved in any direct or indirect conflicts with the interests of the Parent Company or its Subsidiaries.
Also, Mr Francisco José Riberas Mera and Mr Juan María Riberas Mera, members of the Parent Company's Board of Directors, informed that they are shareholders and directors of ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and of the companies forming part of the Group of which it is the head.
ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. is the parent of an industrial group which carries on the following activities through the following subgroups:
• GESTAMP AUTOMOCIÓN GROUP: engaged in the manufacture and marketing of metallic parts and components for the automobile industry.

ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. has a direct and indirect holding of 16.91% in CIE Automotive, S.A., of which Mr Francisco José Riberas Mera and Mr Juan María Riberas Mera are directors.
CIE Automotive, S.A. is the head of an industrial group which carries on, among other activities, the design, manufacture and marketing of components and sub-assemblies for the global automobile market.
ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. has a direct holding of 50.00% in Sideacero, S.L., of which Mr Francisco José Riberas Mera and Mr Juan María Riberas Mera are directors.
Sideacero, S.L. is the head of an industrial group which carries on, among other activities, the import, export, purchase and sale and brokerage of iron and non-iron products, iron and steel materials, recyclable materials and recyclable waste.
| ber 31, 20 18 Dec em |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
hare hold Dire ing ct s |
Indi rect sha reh oldi ng |
Act ivity |
soli dat hod Con ion met |
Aud itor s |
||
| oció Ges p Au n, S .A. tam tom |
Vizc aya |
Spa in |
Par ent com pan y |
tfol Por |
io c omp any |
Full | Erns t & You ng |
||
| Ges p Bi zka ia, S .A. tam |
Vizc aya |
Spa in |
85.3 1% |
14.6 9% Too ling |
and ufa ing rts ctur pa man |
Full | Erns t & You ng |
||
| Ges p Vi S.A. tam go, |
Pon dra teve |
Spa in |
99.9 9% |
0.01 % Too ling |
and ufa ing rts ctur pa man |
Full | Erns t & You ng |
||
| Lda Ges tam p Ce rvei ra, |
na d stel Via o Ca o |
l Por tuga |
5% 42.2 |
5% ling 57.7 Too |
and ufa rts ctur ing pa man |
Full | t & Erns You ng |
||
| ledo Ges p To , S.A tam |
Tole do |
Spa in |
99.9 9% |
ling 0.01 % Too |
and ufa ing rts ctur pa man |
Full | Erns t & You ng |
||
| Aut h En gine erin g S. L. otec |
Vizc aya |
Spa in |
10.0 0% |
90.0 0% Res ear |
ch a nd d lop t eve men |
Full | Erns t & You ng |
||
| SCI de T Brie our nan en |
Tou rna n |
Fra nce |
0.10 % |
99.9 0% Pro pert |
y | Full | N/A | ||
| lbla nk B elon Ges tam p So a, S .A. arc |
celo Bar na |
in Spa |
% 5.01 |
9% Tai lor- 94.9 |
wel ded bla nks |
Full | t & Erns You ng |
||
| lenc Ges tam p Pa ia, S .A. |
Pale ncia |
Spa in |
100 .00% |
ling Too |
and ufa rts ctur ing pa man |
Full | t & Erns You ng |
||
| Ges p Ar tina , S.A tam gen |
Bue Air nos es |
Arg enti na |
tfol 70.0 0% Por |
io c omp any |
Full | Erns t & You ng |
|||
| Ges p Có rdo ba, S.A. tam |
Cór dob a |
Arg enti na |
70.0 0% Too ling |
and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|||
| Ges p Li S.A. tam nar es, |
Jaé n |
Spa in |
5.02 % |
94.9 8% ling Too |
and ufa ing rts ctur pa man |
Full | t & Erns You ng |
||
| Ges tam p Se rvic ios, S.A |
Mad rid |
Spa in |
100 .00% |
Bus ines |
and tion t s pr omo sup por |
Full | t & Erns You ng |
||
| rías Mat rice De , S.L usto |
Vizc aya |
Spa in |
nufa 100 .00% Ma |
of d ing ies ctur |
Full | Erns t & You ng |
|||
| Ges p Te ch, S.L. tam |
Pale ncia |
Spa in |
0.33 % |
99.6 7% No a |
ctiv ity |
Full | N/A | ||
| Ges p Br asil Ind ia d e Au s, S .A. tam ustr top eça |
Par ana |
Bra zil |
70.0 0% Too ling |
and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|||
| etal bag Ges tam p M S.A. es, |
celo Bar na |
in Spa |
.00% 100 |
ling Too |
and ufa ing rts ctur pa man |
Full | t & Erns You ng |
||
| Ges p Es , S.A tam mar |
celo Bar na |
Spa in |
0.10 % |
ling 99.9 0% Too |
and ufa ing rts ctur pa man |
Full | Erns t & You ng |
||
| Ges p No S.A .S tam ury, |
Tou rna n |
Fra nce |
100 .00% Too ling |
ufa and ing rts ctur pa man |
Full | Erns t & You ng |
|||
| Ges p Av eiro , S.A tam |
Ave iro |
Por l tuga |
100 .00% Too ling |
and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|||
| Griw e Su bgr oup |
bur We ster g |
Ger man y |
100 .00% ling Too |
and ufa ing rts ctur pa man |
Full | t & Erns You ng |
|||
| cali .A.d Ges tam p Ag ente s, S e C. V. uas |
alie Agu as C ntes |
Mex ico |
ling 70.0 0% Too |
and ufa rts ctur ing pa man |
Full | t & Erns You ng |
|||
| Lab les, .de Mex ican a Se rvic ios S.A C.V. ora |
alie Agu as C ntes |
Mex ico |
70.0 0% Emp |
loym ices ent serv |
Full | Erns t & You ng |
|||
| Ges p Pu ebla , S.A . de C.V tam |
Pue bla |
Mex ico |
70.0 0% Too ling |
and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|||
| Ges p Ca a de Mé xico , S.A . de C.V tam rter |
bla Pue |
ico Mex |
70.0 0% tfol Por |
io c omp any |
Full | t & You Erns ng |
|||
| de bor ales . de Ges tam p M exic Serv . La , S.A C.V ana |
alie Agu as C ntes |
Mex ico |
0% 70.0 Emp |
loym ent ices serv |
Full | t & Erns You ng |
|||
| iería Ges p In Eur Sur , S.L tam gen opa |
celo Bar na |
Spa in |
100 .00% Serv |
ice visi pro on |
Full | Erns t & You ng |
| ber Dec 31, 20 18 em |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
hare hold Dire ing ct s |
Indi rect sha reh oldi ng |
Act ivity |
soli hod Con dat ion met |
Aud itor s |
||
| Tod lem , S.L |
celo Bar na |
Spa in |
58.1 3% tfol io c Por omp any |
Full | t & You Erns ng |
||||
| Ges tam p Na ra, S .A. var |
Nav arra |
Spa in |
7% 71.3 |
3% ling and 28.6 Too rts pa man |
ufa ctur ing |
Full | t & Erns You ng |
||
| Ges p Ba ires , S.A tam |
Bue Air nos es |
Arg enti na |
nd p 70.0 0% Dies mpi , sta ng a |
nufa ing arts ctur ma |
Full | Erns t & You ng |
|||
| ía G Inge nier loba l M B, S .A. |
Bar celo na |
Spa in |
100 .00% Adm inis ion trat serv |
ices | Full | N/A | |||
| Ges p Ar agó n, S .A. tam |
Zar ago za |
Spa in |
5.01 % |
94.9 9% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
||
| p Ab Ges tam , S.A rera |
celo Bar na |
in Spa |
% 5.01 |
9% ling and 94.9 Too rts pa man |
ufa ing ctur |
Full | t & Erns You ng |
||
| Ges p Le te, S .A. tam van |
Val ia enc |
Spa in |
88.5 0% |
ling and 11.5 0% Too rts pa man |
ufa ing ctur |
Full | t & Erns You ng |
||
| lbla nk N Ges p So S.L tam ava rra, |
Nav arra |
Spa in |
ling and ldin 100 .00% Too we g |
Full | N/A | ||||
| MB Ara gón P2 1, S .L. |
Bar celo na |
Spa in |
100 .00% Too ling and rts pa man |
ufa ing ctur |
Full | N/A | |||
| Ges lska , SP . Z.O .O. tam p Po |
Wie lkop olsk a |
Pola nd |
100 .00% ling and Too rts pa man |
ufa ing ctur |
Full | t & Erns You ng |
|||
| ash d Ges tam p W ingt on U K Li mite |
tle New cas |
ted dom Uni King |
ling and 100 .00% Too rts pa man |
ufa ctur ing |
Full | t & Erns You ng |
|||
| Ges p H aria KFT tam ung |
Aka i |
Hun gar y |
100 .00% |
ling and Too rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
||
| Ges p No rth Ame rica , IN C tam |
Mic higa n |
USA | 70.0 0% Adm inis ion trat serv |
ices | Full | Erns t & You ng |
|||
| Ges p Sw ede n, A B tam |
Lule a |
Swe den |
100 .00% Por tfol io c omp any |
Full | Erns t & You ng |
||||
| Ges p Ha rdTe ch, AB tam |
Lule a |
Swe den |
100 .00% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|||
| Ges tam p M n, L Lc. aso |
Mic higa n |
USA | 0% ling and 70.0 Too rts pa man |
ufa ing ctur |
Full | t & Erns You ng |
|||
| p Al aba Ges LLc tam ma, |
Ala bam a |
USA | ling and 70.0 0% Too rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|||
| nch Ges p Ro , S.A .S tam amp |
cha Ron mp |
Fra nce |
ling 100 .00% Too and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|||
| Ges p M fact urin g Au toch asis , S.L tam anu |
Bar celo na |
Spa in |
5.01 % |
94.9 9% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
||
| Ind ias er, S ustr Tam .A. |
celo Bar na |
Spa in |
30.0 0% ling and Too rts pa man |
ufa ing ctur |
ity m etho d Equ |
t & Erns You ng |
|||
| olin Ges tam p To g Se rvic es, A IE |
Vizc aya |
Spa in |
uld 100 .00% Mo inee ring eng an |
d de sign |
Full | t & Erns You ng |
|||
| (Ku nsh an) Ltd Ges p Au to C Co., tam nts omp one |
sha Kun n |
Chi na |
ling and 68.9 5% Too rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|||
| Ges p Ka rtek Co, Ltd tam |
Gye m-D ong san gna o |
Sou th K ore a |
100 .00% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|||
| Bey çeli k Ge p Ka lip, A.S. stam |
Bur sa |
Tur key |
50.0 0% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|||
| luca de C Ges tam p To SA V |
bla Pue |
Mex ico |
0% ling and 70.0 Too rts pa man |
ufa ctur ing |
Full | t & Erns You ng |
|||
| Lab les de T olu A de Ges p Se rvic ios ca S CV tam ora |
bla Pue |
Mex ico |
loym 69.9 3% Emp ices ent serv |
Full | Erns t & You ng |
||||
| Ges p Se rvic es I ndia Pri , Ltd tam vate |
Mu mba i |
Indi a |
100 .00% Too ling and rts pa man |
ufa ing ctur |
Full | S.B. Da ve & Co |
| ber Dec 31, 20 18 em |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
Dire hare hold ing ct s |
Indi rect Act ivity sha reh oldi ng |
Con soli dat ion hod met |
Aud itor s |
|||
| tal volo zhs k Llc Ges tam p Se Vse vers |
Sain bur t Pe ters g |
sia Rus |
3% ling and ufac turi 58.1 Too rts pa man ng |
Full | t & Erns You ng |
||||
| Adr al, m atri ceri o, S .L. pta unt a y . a p |
Vizc aya |
Spa in |
uld ufa and 100 .00% Mo ing ing ctur tun man |
Full | t & Erns You ng |
||||
| tal Kal Ges p Se , LLc tam vers uga |
Kal uga |
Rus sia |
ling ufac 58.1 3% Too and turi rts pa man ng |
Full | Erns t & You ng |
||||
| Ges p Au otiv e In dia Priv Ltd. tam tom ate |
Pun e |
Indi a |
50.0 0% Too ling and ufac turi rts pa man ng |
Full | Erns t & You ng |
||||
| Ges ive, Pri Ltd tam p Pu ne A uto mot vate |
Pun e |
Indi a |
100 .00% ling and ufac turi Too rts pa man ng |
Full | t & Erns You ng |
||||
| p Ch Llc Ges tam atta noo ga, |
Cha ttan oog a |
USA | ling and ufac 70.0 0% Too rts turi pa man ng |
Full | t & Erns You ng |
||||
| ldin Ges p Ho g Ru sia, S.L tam |
Mad rid |
Spa in |
25.1 9% |
tfol 52.3 4% Por io c omp any |
Full | Erns t & You ng |
|||
| Ges p So uth Car olin a, L lc tam |
Sou th C lina aro |
USA | 70.0 0% Too ling and ufac turi rts pa man ng |
Full | Erns t & You ng |
||||
| Ges p Ho ldin g Ch ina, AB tam |
Lule a |
Swe den |
68.9 5% Por tfol io c omp any |
Full | Erns t & You ng |
||||
| loba l To olin Ges tam p G g, S .L. |
Vizc aya |
in Spa |
9% 99.9 |
% nufa ing of d ies 0.01 Ma ctur |
Full | t & Erns You ng |
|||
| ol H ard Ges p To enin g, S .L. tam |
Vizc aya |
Spa in |
nufa of d 100 .00% Ma ing ies ctur |
Full | Erns t & You ng |
||||
| Ges p Ve nda s No Lda tam vas |
Évo ra |
Por l tuga |
100 .00% |
ufac Too ling and turi rts pa man ng |
Full | Erns t & You ng |
|||
| glia tti, Llc. Ges tam p To |
liat ti Tog |
sia Rus |
.00% ling and ufac turi 100 Too rts pa man ng |
Full | t & Erns You ng |
||||
| e Ch td. Ges p Au otiv ai P riva te L tam tom enn |
Che i nna |
Indi a |
ling and ufac 100 .00% Too turi rts pa man ng |
Full | t & Erns You ng |
||||
| lau, Ges p Pa S.A tam |
celo Bar na |
Spa in |
ling and ufac 100 .00% Too turi rts pa man ng |
Full | Erns t & You ng |
||||
| Ges p No rth Euro pe S ervi S.L tam ces, |
Vizc aya |
Spa in |
99.9 7% |
0.03 % Con sult rvic anc y se es |
Full | Erns t & You ng |
|||
| Loir e So cied ad A nón ima año la Fra Esp nco |
Gui púz coa |
Spa in |
100 .00% |
#N/ A |
Full | t & Erns You ng |
|||
| olin and Ges tam p To g Er io, S .L. |
púz Gui coa |
Spa in |
tfol 100 .00% Por io c omp any |
Full | t & Erns You ng |
||||
| Died velo e Di e De S.L nts, pme |
Vizc aya |
Spa in |
100 .00% |
nufa of d Ma ing ies ctur |
Full | Aud IZE itor es |
|||
| Ges p Lo , S.R .O. tam uny |
Pra gue |
Cze ch R blic epu |
100 .00% Too ling and ufac turi rts pa man ng |
Full | Erns t & You ng |
||||
| Ges p Au ts (S hen g), C o. Lt d. tam toco mpo nen yan |
She nya ng |
Chi na |
65.0 0% Too ling and ufac turi rts pa man ng |
Full | Erns t & You ng |
||||
| Virg inia , Llc Ges tam p W est |
Mic higa n |
USA | 0% ling and ufac turi 70.0 Too rts pa man ng |
Full | t & Erns You ng |
||||
| çeli k Ge Bey p Sa si, L .S. stam |
aeli Koc |
key Tur |
ling and ufac 50.0 0% Too turi rts pa man ng |
Full | Erns t & You ng |
||||
| ts ( an), Ges p Au Don Co . Ltd tam toco mpo nen ggu |
Don ggu an |
Chi na |
ufac 65.0 0% Too ling and turi rts pa man ng |
Full | Erns t & You ng |
||||
| Ges p Tr y O ut S ervi S.L tam ces, |
Vizc aya |
Spa in |
100 .00% Ma nufa ing of d ies ctur |
Full | Erns t & You ng |
||||
| Ges tión Glo bal de M atri cerí a, S .L. |
Vizc aya |
Spa in |
30.0 0% |
ctiv ity No a |
ity m etho d Equ |
t & Erns You ng |
|||
| ía y ión Inge nier Co nstr Mat rice s, S .A. ucc |
Vizc aya |
Spa in |
nufa of d 30.0 0% Ma ctur ing ies |
etho d (A ) Equ ity m |
Aud IZE itor es |
(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.
| Dec emb er 3 1, 2 018 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
Dire ct sh areh oldi ng |
Indi rect shar eho ldin g |
Acti vity |
solid atio eth od Con n m |
Aud itor s |
||
| IxCx T, S .A. |
Vizc aya |
Spa in |
ufac 30.0 0% Man turi |
f die ng o s |
etho d (A ) Equ ity m |
udit IZE A ores |
|||
| Ges p Fu ndin g Lu bou rg, S .A. tam xem |
Luxe mbo urg |
Luxe mbo urg |
100 .00% |
Port foli o co |
mpa ny |
Full | Erns t & You ng |
||
| ebla .A. d Ges tam p Pu II, S e C. V. |
bla Pue |
ico Mex |
0% ling and 70.0 Too |
fact urin ts m par anu g |
Full | t & Erns You ng |
|||
| Aut h En gine erin g De hlan d Gm bH otec utsc |
efel Biel d |
Ger man y |
100 .00% Rese arch |
and dev elop t men |
Full | Erns t & You ng |
|||
| Aut h En gine erin g R& D U k lim ited otec |
Dur han |
Unit ed K ingd om |
100 .00% Rese arch |
and dev elop t men |
Full | Erns t & You ng |
|||
| ldin éxic Ges tam p Ho g M o, S .L. |
Mad rid |
Spa in |
foli 69.9 9% Port o co |
mpa ny |
Full | t & Erns You ng |
|||
| Ges p Ho ldin g Ar tina , S.L tam gen |
Mad rid |
Spa in |
10.8 0% |
59.1 9% Port foli o co |
mpa ny |
Full | Erns t & You ng |
||
| sola Mur r 21 , S.L |
Mad rid |
Spa in |
0% foli 65.0 Port o co |
mpa ny |
Full | t & Erns You ng |
|||
| 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 |
d (A ) Equ ity m etho |
N/A | |||
| bla de S ervi cios Lab les, de GGM Pue S.A. C.V. ora |
bla Pue |
ico Mex |
0% loym 30.0 Emp ent |
ices serv |
ity m etho d (A ) Equ |
N/A | |||
| fact Kun sha n Ge l To olin g M urin g, C o., L td stoo anu |
Kun sha n |
Chin a |
ufac 30.0 0% Man turi |
f die ng o s |
d (A ) Equ ity m etho |
Erns t & You ng |
|||
| Ges chn logy titu te, S tam p Te Ins .L. |
Vizc aya |
Spa in |
99.9 9% |
0.01 % Edu cati on |
Full | t & Erns You ng |
|||
| olin hlan d, G mbH Ges tam p To g En gine erin g De utsc |
chw Bra eig. uns |
Ger man y |
ufac 100 .00% Man turi |
f die ng o s |
Full | N/A | |||
| Ges p Ch ga I I, Llc tam atta noo |
Cha ttan oog a |
USA | 70.0 0% Too ling and |
fact urin ts m par anu g |
Full | N/A | |||
| h En gine erin g R& Aut otec D US A |
Dela war e |
USA | .00% nd r 100 IT, a esea |
rch and dev elop t men |
Full | N/A | |||
| Ges p Au ts W uha o. Lt d. tam toco mpo nen n, c |
Wu han |
Chin a |
100 .00% |
0.00 % Too ling and |
fact urin ts m par anu g |
Full | Erns t & You ng |
||
| Çeli k Fo ive, rm G esta Oto mot A.S. mp |
Bur sa |
key Tur |
0% ling and 50.0 Too |
fact urin ts m par anu g |
Full | t & Erns You ng |
|||
| ash Ges p W w, L Lc. tam tena |
Dela war e |
USA | ling and 70.0 0% Too |
fact urin ts m par anu g |
Full | N/A | |||
| Ges p Sa is P í, S.A de C.V. tam n Lu otos .P.I. |
ico City Mex |
ico Mex |
70.0 0% loym Emp ent |
ices serv |
Full | N/A | |||
| í Se Labo rale de Ges tam p Sa n Lu is P otos rvic ios s S.A .P.I. C.V. |
Mex ico City |
Mex ico |
ling and 70.0 0% Too |
fact ts m urin par anu g |
Full | N/A | |||
| (Tia ) Co Ges p Au to C njin ., LT D. tam nts omp one |
Tian jin |
Chin a |
100 .00% Too ling and |
fact urin ts m par anu g |
Full | Erns t & You ng |
|||
| Ges tam p 20 17, S.L. |
Mad rid |
in Spa |
.00% 100 |
foli Port o co |
mpa ny |
Full | N/A | ||
| g (S gai) Aut h En gine erin han Co. Ltd otec |
Sha i nga |
Chin a |
100 .00% Rese arch |
and dev elop t men |
Full | Erns t & You ng |
|||
| Ges t Sta mpi tam p Ho ng J n K. K. apa |
Tok io |
Japa n |
100 .00% ling and Too |
fact urin ts m par anu g |
Full | t & Erns You ng |
|||
| Glo bal aba Lase r Ar , S.L |
Álav a |
Spa in |
30.0 0% |
ling and 0.00 % Too |
fact urin ts m par anu g |
etho d Equ ity m |
Erns t & You ng |
||
| MPO vide ezis , S.R .L. Pro rs R tent |
esti Dar man |
ania Rom |
35.0 0% ling and Too |
fact urin ts m par anu g |
Full | t & You Erns ng |
|||
| elik kno loji Kali Beyç Ges tam p Te p, A .S. |
Bur sa |
key Tur |
0% ufac 50.0 Man turi |
f die ng o s |
Full | t & Erns You ng |
|||
| 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 | Erns t & You ng |
||
| Alm afes imie de T uele Ma nten nto s, S .L. uss roq |
celo Bar na |
in Spa |
.00% Die mai 100 nten |
anc e |
Full | t & Erns You ng |
|||
| p (C hina ) Ho ldin Ges g, C o. Lt d tam |
Sha i nga |
Chin a |
foli 100 .00% Port o co |
mpa ny |
Full | Erns t & You ng |
|||
| Ges ch J n Co ., Ltd tam p Au tote apa |
Tok io |
Japa n |
100 .00% arch Rese |
and dev elop t men |
Full | t & Erns You ng |
|||
| ba I ndu etal úrgi tda NCS G So stri a M ca L roca |
cab Soro a |
il Braz |
ling and 70.0 0% Too |
fact urin ts m par anu g |
Full | Erns t & You ng |
|||
| Tuy Ges p M auto tam oro cco |
Ken itra |
Mor roco |
50.0 0% Too ling and |
fact urin ts m par anu g |
Full | N/A | |||
| ts (B eijin g) C td. Ges tam p Au toco o., L mpo nen |
Beij in |
Chin a |
.00% ling and 100 Too |
fact urin ts m par anu g |
Full | t & Erns You ng |
|||
| Ges p M exic Ser v. La b. II , S.A . de CV tam ana |
Méx ico DF |
Mex ico |
100 .00% Emp loym ent |
ices serv |
Full | N/A | |||
| cion ndu stri ales Zal diba r, S. Rep es I L. ara |
Vizc aya |
Spa in |
0.01 % |
99.9 9% Indu stri al e |
quip rvic t se men es |
Full | N/A | ||
| h En Aut gine erin g Sp ain, S.L. otec |
Mad rid |
Spa in |
arch 100 .00% Rese |
and dev elop t men |
Full | Erns t & You ng |
|||
| Aut h En gine erin e S.A .S. otec g Fr anc |
don la F orêt Meu |
Fran ce |
100 .00% arch Rese |
and dev elop t men |
Full | N/A | |||
| Sale s (T in) C Ges p Au to C ianj o., L TD. tam nts omp one |
Tian jin |
Chin a |
sult 49.0 0% Con ing |
and les Pos ices t-sa serv |
etho d Equ ity m |
N/A |
(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.
| Indi rect Add Dire hare hold ing sha ivity soli dat ion hod Aud itor Com Cou ntry ct s Act Con met pan y ress s reh oldi ng cha ldin bH sch tfol Full Eds Ho g Gm Rem eid Ger 100 .00% Por io c Erns t & You man y omp any ng Eds cha Aut tive He rsbe rg G mbH Hen berg Ger 100 .00% Too ling and ufac turi Full Erns t & You rts omo nge gers man pa man ng ng y Eds cha tive nbe rg G mbH berg Ger 100 .00% ling and ufac turi Full t & Aut Ha Hau Too rts Erns You omo uze zen man y pa man ng ng Eds cha bH sch eid ch a nd d lop Full t & Eng inee ring Gm Rem Ger 100 .00% Res t Erns You man y ear eve men ng Eds cha rsbe eal mbH berg Full N/A He rg R Esta te G Hen Ger 5.10 % 94.9 0% Pro pert nge gers man y y N/A Eds cha Ha nbe rg R eal Esta te G mbH Hau berg Ger 5.10 % 94.9 0% Pro Full pert uze zen man y y Eds cha Aut tive Ka ice S.R. O. Kam enic Cze ch R blic 100 .00% Too ling and ufac turi Full Erns t & You rts omo men e epu pa man ng ng Eds cha dec dec ch R blic .00% nufa of d Full t & Hra S.R .O. Hra Cze 100 Ma ctur ing ies Erns You epu ng Eds cha Vel ky M ede Velk ede Slov akia ling and ufac Full r S.R .O. y M 100 .00% Too turi Erns t & You rts r pa man ng ng éjar (Bu ) tfol Ges p 20 08, S.L. Vill alo Spa in 100 .00% Por io c Full Erns t & You tam nqu rgos omp any ng éjar (Bu ) ufac Eds cha Bu , S.A Vill alo Spa in 100 .00% Too ling and turi Full Erns t & You rts rgos nqu rgos pa man ng ng Eds cha San der, S.L El A stil lero (Ca bria ) Spa in 5.01 % 94.9 9% Too ling and ufac turi Full Erns t & You tan nta rts pa man ng ng Eds cha Bri ey S .A.S Brie dex 100 .00% ling and ufac turi Full t & y Ce Fra Too rts Erns You nce pa man ng ng Eds cha Ulis ch a nd d lop Full t & Eng inee ring Fra S.A .S. Les Fra 100 .00% Res t Erns You nce nce ear eve men ng Eds cha do sil L tda ba zil ling and ufac Full Bra Sor Bra 100 .00% Too turi Erns t & You rts oca pa man ng ng |
ber 31, 20 18 Dec em |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| N/A Ges p Ed sch a Ja Co ., Ltd Tok io Jap 100 .00% Sale s of fice Full tam pan an |
|||||||||
| Jui Li Ed sch dy S Co., Ltd Kao hsiu Taiw 60.0 0% ling and ufac turi Full t & You a Bo yste Too rts Erns ms ng an pa man ng ng |
|||||||||
| Li Ed sch old Ltd 0% tfol Full N/A Jui a H ing Co., Api Sam 60.0 Por io c a oa omp any |
|||||||||
| Li Ed sch ndu ., Ltd Chi ling and ufac Full Jui a H ain an I Ent rise Co Hai 60.0 0% Too turi Erns t & You stry rts erp nan na pa man ng ng |
|||||||||
| Eds cha Aut tive Tec hno logy Co ., Lt d. Sha ngh ai Chi 100 .00% Res ch a nd d lop Full Sha i Ru iton g Cp t omo na ear eve men nga a |
|||||||||
| Sha ngh ai E dsc ha M ach iner y Co ., Ltd Sha ngh ai Chi 55.0 0% Too ling and ufac turi Full Erns t & You rts na pa man ng ng |
|||||||||
| Anh ui E dsc ha A ive da. Anh ui Chi .00% ling and ufac turi Full t & uto mot Par ts C o Lt 100 Too rts Erns You na pa man ng ng |
|||||||||
| Eds cha chig ling and ufac Full N/A Aut tive Mi Inc Lap USA 100 .00% Too turi rts omo an, eer pa man ng |
|||||||||
| cha liat lc. liat ling ufac Full l Au Eds Tog ti, L Tog ti Rus sia 100 .00% Too and turi Nat iona dit Cor atio rts pa man ng por |
n | ||||||||
| Eds cha Aut tive Co ts C o., L tda Kun sha Chi 100 .00% Too ling and ufac turi Full Erns t & You rts omo mpo nen n na pa man ng ng |
|||||||||
| Ges p Fi ce S lova kia S.R. O. Velk ede Slov akia 25.0 0% 75.0 0% tfol io c Full t & tam y M Por Erns You nan r omp any ng |
|||||||||
| Eds cha toff tech nik bH sch eid ling and ufac Full uha nd Ku nsts Gm Rem Ger 100 .00% Too rts turi JKG Tre man y pa man ng |
|||||||||
| Eds cha Pha , Ltd l th K fact h an d de velo Full Seu Sou 50.0 0% Par Erns t & You ts m nt ore a anu ure rese arc pme ng |
|||||||||
| Eds cha Aa pico Aut tive Co . Ltd Pra nak Sri Ayu ttha Tha ilan d 51.0 0% Too ling and ufac turi Full Erns t & You rts omo orn ya pa man ng ng |
|||||||||
| N/A Eds cha Aut tive SLP , S.A .P.I. de C.V. Mex ico City Mex ico 100 .00% No a ctiv ity Full omo |
|||||||||
| Eds cha abo rale .I. d .00% Full N/A Aut tive SLP Ser vici os L s, S .A.P e C. V. Mex ico City Mex ico 100 No a ctiv ity omo |
|||||||||
| Eds cha tive ts (C hon gqin g) C d. Cho ing Chi .00% ling and ufac turi Full N/A Aut Co o. Lt 100 Too rts omo mpo nen ngq na pa man ng |
|||||||||
| Eds cha Pha ts ( sha n) C td. sha Chi fact Full Delo Aut tive Co Kun o., L Kun 100 .00% Par orin itte ts m omo mpo nen n na anu g |
|||||||||
| tfol GM F Ho ldin g Gm bH Rem sch eid Ger 100 .00% Por io c Full Erns t & You man y omp any ng |
|||||||||
| Ges p M etal For min g (W uha n), L td Wu han Chi 100 .00% Too ling and ufac turi Full Erns t & You tam rts na pa man ng ng |
|||||||||
| Ges mfo ech nik Gm bH Lud wig sfel de Ger 100 .00% ling and ufac turi Full t & tam p U rmt Too rts Erns You man y pa man ng ng |
|||||||||
| Cha duc lc. liffe rha ted dom tfol Full t & Aut tive ssis Pro ts P New ton Ayc , Du Uni King 100 .00% Por io c Erns You omo m omp any ng |
|||||||||
| Sofe dit, heil ling and ufac Full S.A. S Le T Hu isne Fra 65.0 0% Too turi Erns t & You rts sur nce pa man ng ng |
|||||||||
| Ges p Pr ism a, S .A.S Usi ne d e M ré Fra 100 .00% Too ling and ufac turi Full Erns t & You tam rts ess emp nce pa man ng ng |
|||||||||
| Ges llen t , L td New Ayc liffe rha Uni ted King dom 100 .00% ling and ufac turi Full t & You tam p Ta ton , Du Too rts Erns m pa man ng ng |
|||||||||
| law claw Pola nd 0% ling and ufac Full t & Ges tam p W Sp. Wro 65.0 Too rts turi Erns You roc z,o. o. pa man ng ng |
|||||||||
| (Cho ing) ., Ltd Cho Chi ling and ufac Full Ges p Au Co ing 100 .00% Too turi Erns t & You tam to c nts rts omp one ngq ngq na pa man ng ng |
| Dec emb er 3 1, 2 |
017 | ||||||
|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
Dire ct sh areh oldi ng |
Indi rect shar |
Acti vity |
solid atio etho d Con n m |
Aud itor s |
| Ges oció n, S tam p Au tom .A. |
Vizc aya |
Spa in |
Pare nt c omp any |
eho ldin g foli Port o co mpa |
ny | Full | t & Y Erns oun g |
| zkai Ges tam p Bi a, S .A. |
Vizc aya |
Spa in |
85.3 1% |
ling and 14.6 9% Too par |
fact ts m urin anu g |
Full | t & Y Erns oun g |
| Ges tam p Vi S.A. go, |
dra Pon teve |
Spa in |
9% 99.9 |
% ling and 0.01 Too par |
fact ts m urin anu g |
Full | t & Y Erns oun g |
| rvei da. Ges tam p Ce ra, L |
Vian a do telo Cas |
l Port uga |
5% 42.2 |
5% ling and 57.7 Too par |
fact urin ts m anu g |
Full | t & Y Erns oun g |
| ledo Ges tam p To , S.A |
Tole do |
Spa in |
99.9 9% |
ling and 0.01 % Too par |
fact ts m urin anu g |
Full | t & Y Erns oun g |
| tech Auto Eng inee ring AIE |
Vizc aya |
Spa in |
10.0 0% |
arch and dev 90.0 0% Rese |
elop t men |
Full | t & Y Erns oun g |
| de T SCI Brie our nan en |
Tou rna n |
Fran ce |
0.10 % |
99.9 0% Pro pert y |
Full | N/A | |
| lbla nk B lona Ges p So , S.A tam arce |
elon Barc a |
Spa in |
5.01 % |
Tail elde d bl 94.9 9% or-w |
ank s |
Full | Erns t & Y oun g |
| lenc Ges tam p Pa ia, S .A. |
Pale ncia |
Spa in |
100 .00% |
ling and Too par |
fact ts m urin anu g |
Full | Erns t & Y oun g |
| Ges tam p Ar tina , S.A gen |
Bue Air nos es |
Arge ntin a |
foli 70.0 0% Port o co mpa |
ny | Full | t & Y Erns oun g |
|
| p Có rdob Ges a, S .A. tam |
Cór dob a |
Arge ntin a |
ling and 70.0 0% Too par |
fact urin ts m anu g |
Full | Erns t & Y oun g |
|
| Ges p Lin , S.A tam ares |
Jaén | Spa in |
5.02 % |
ling and 94.9 8% Too par |
fact urin ts m anu g |
Full | Erns t & Y oun g |
| Ges p Se rvic ios, S.A tam |
Mad rid |
Spa in |
100 .00% |
Bus ines s pr omo |
and tion port sup |
Full | Erns t & Y oun g |
| Mat rice rías Deu S.L. sto, |
Vizc aya |
Spa in |
100 .00% Man ufac turi ng o |
f die s |
Full | Erns t & Y oun g |
|
| Ges p Ga lvan izad S.A. tam os, |
Pale ncia |
Spa in |
n of 100 .00% Galv aniz atio |
ts par |
Full | Erns t & Y oun g |
|
| ch, Ges p Te S.L. tam |
Pale ncia |
Spa in |
0.33 % |
99.6 7% No a ctiv ity |
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 par |
fact urin ts m 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 par |
fact urin ts m 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 par |
fact urin ts m anu g |
Full | Erns t & Y oun g |
| Ges p No S.A .S tam ury, |
Tou rna n |
Fran ce |
100 .00% Too ling and par |
fact urin ts m 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 par |
fact urin ts m anu g |
Full | Erns t & Y oun g |
|
| Griw e Su bgro up |
Wes terb urg |
Ger man y |
100 .00% Too ling and par |
fact urin ts m anu g |
Full | Erns t & Y 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 par |
fact urin ts m 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% Emp loym ent serv |
ices | Full | Erns t & Y oun g |
|
| Ges p Pu ebla , S.A . de C.V. tam |
Pue bla |
Mex ico |
70.0 0% Too ling and par |
fact urin ts m 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 o co mpa |
ny | Full | Erns t & Y oun g |
|
| Ges exic de Serv . Lab les, S.A. de C .V. tam p M ana ora |
Agu as C alie ntes |
ico Mex |
70.0 0% loym Emp ent serv |
ices | Full | t & Y Erns oun g |
|
| Ges p In iería Eur Sur , S.L tam gen opa |
Barc elon a |
Spa in |
100 .00% Serv ice isio prov |
n | Full | Erns t & Y oun g |
| Dec ber 31, 20 17 em |
||||||||
|---|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
Dire hare hold ing ct s |
Indi rect sha reh oldi ng |
ivity Act |
Con soli dat ion hod met |
Aud itor s |
|
| Tod lem , S.L |
celo Bar na |
Spa in |
tfol 58.1 3% Por io c omp any |
Full | Erns t & You ng |
|||
| Ges p Na ra, S .A. tam var |
Nav arra |
Spa in |
71.3 7% |
28.6 3% Too ling and rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
|
| Ges p Ba ires , S.A tam |
Bue Air nos es |
Arg enti na |
70.0 0% Dies mpi nd p , sta ng a |
nufa ing arts ctur ma |
Full | Erns t & You ng |
||
| nier ía G loba l M Inge B, S .A. |
celo Bar na |
in Spa |
.00% Adm inis ion 100 trat serv |
ices | Full | N/A | ||
| agó Ges p Ar n, S .A. tam |
Zar ago za |
Spa in |
5.01 % |
ling and 94.9 9% Too rts pa |
ufa ing ctur man |
Full | t & Erns You ng |
|
| p Ab Ges , S.A tam rera |
celo Bar na |
Spa in |
5.01 % |
ling 94.9 9% Too and rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
|
| Ges p Le te, S .A. tam van |
Val ia enc |
Spa in |
88.5 0% |
11.5 0% Too ling and rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
|
| Ges p So lbla nk N S.L tam ava rra, |
Nav arra |
Spa in |
100 .00% Stam ping and ldin we |
g | Full | t & Erns You ng |
||
| gón MB Ara P2 1, S .L. |
celo Bar na |
Spa in |
ling and 100 .00% Too rts pa |
ufa ctur ing man |
Full | N/A | ||
| lska Ges p Po , SP . Z.O .O. tam |
lkop olsk Wie a |
Pola nd |
ling and 100 .00% Too rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
||
| Ges p W ash ingt on U K Li mite d tam |
New tle cas |
Uni ted King dom |
100 .00% Too ling and rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
||
| Ges p H aria KFT tam ung |
Aka i |
Hun gar y |
100 .00% |
Too ling and rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
|
| rth rica Ges tam p No Ame , IN C |
Mic higa n |
USA | 0% Adm inis ion 70.0 trat serv |
ices | Full | t & Erns You ng |
||
| ede Ges tam p Sw n, A B |
Lule a |
den Swe |
.00% tfol io c 100 Por omp any |
Full | t & Erns You ng |
|||
| rdTe ch, Ges p Ha AB tam |
Lule a |
den Swe |
ling and 100 .00% Too rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
||
| Ges p M n, L Lc. tam aso |
Mic higa n |
USA | 70.0 0% Too ling and rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
||
| Ges p Al aba LLc tam ma, |
Ala bam a |
USA | 70.0 0% Too ling and rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
||
| Ges nch , S.A .S tam p Ro amp |
cha Ron mp |
Fra nce |
100 .00% ling and Too rts pa |
ufa ing ctur man |
Full | t & Erns You ng |
||
| fact toch Ges tam p M urin g Au asis , S.L anu |
celo Bar na |
Spa in |
5.01 % |
ling and 94.9 9% Too rts pa |
ufa ctur ing man |
Full | t & Erns You ng |
|
| Ind ias Tam er, S .A. ustr |
celo Bar na |
Spa in |
ling and 30.0 0% Too rts pa |
ufa ing ctur man |
etho d Equ ity m |
Erns t & You ng |
||
| Ges p To olin g Se rvic es, A IE tam |
Vizc aya |
Spa in |
100 .00% Mo uld inee ring eng an |
d de sign |
Full | Erns t & You ng |
||
| Ges p Au to C (Ku nsh an) Co., Ltd tam nts omp one |
Kun sha n |
Chi na |
68.9 5% ling and Too rts pa |
ufa ing ctur man |
Full | t & You Erns ng |
||
| rtek Ltd Ges tam p Ka Co, |
Gye m-D ong san gna o |
th K Sou ore a |
.00% ling and 100 Too rts pa |
ufa ctur ing man |
Full | t & Erns You ng |
||
| çeli k Ge lip, Bey p Ka A.S. stam |
Bur sa |
key Tur |
ling and 50.0 0% Too rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
||
| Ges p To luca SA de C V tam |
Pue bla |
Mex ico |
70.0 0% Too ling and rts pa |
ufa ing ctur man |
Full | Erns t & You ng |
||
| Ges p Se rvic ios Lab les de T olu ca S A de CV tam ora |
Pue bla |
Mex ico |
69.9 3% Emp loym ices ent serv |
Full | Erns t & You ng |
|||
| rvic ndia Pri , Ltd Ges tam p Se es I vate |
mba i Mu |
Indi a |
.00% ling and 100 Too rts pa |
ufa ing ctur man |
Full | ve & S.B. Da Co |
| ber Dec 31, 20 em |
17 | ||||||
|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
Dire hare hold ing ct s |
Indi rect sha reh oldi ng |
Act ivity |
Con soli dat ion hod met |
Aud itor s |
| tal volo zhs k Llc Ges tam p Se Vse vers |
Sain bur t Pe ters g |
sia Rus |
3% ling and 58.1 Too rts pa man |
ufa ing ctur |
Full | t & Erns You ng |
|
| Adr al, m atri ceri o, S .L. pta unt a y . a p |
Vizc aya |
Spa in |
uld ufac 100 .00% Mo turi man ng a |
nd t uni ng |
Full | Erns t & You ng |
|
| tal Kal Ges p Se , LLc tam vers uga |
Kal uga |
Rus sia |
ling 58.1 3% Too and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|
| Ges p Au otiv e In dia Priv Ltd. tam tom ate |
Pun e |
Indi a |
50.0 0% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|
| Ges ive, Pri Ltd tam p Pu ne A uto mot vate |
Pun e |
Indi a |
100 .00% ling and Too rts pa man |
ufa ing ctur |
Full | V C katr n & Co Ven ama |
|
| p Ch Llc Ges tam atta noo ga, |
Cha ttan oog a |
USA | ling and 70.0 0% Too rts pa man |
ufa ctur ing |
Full | t & Erns You ng |
|
| ldin Ges p Ho g Ru sia, S.L tam |
Mad rid |
Spa in |
25.1 9% |
tfol 52.3 4% Por io c omp any |
Full | Erns t & You ng |
|
| Ges p So uth Car olin a, L lc tam |
Sou th C lina aro |
USA | 70.0 0% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|
| Ges p Ho ldin g Ch ina, AB tam |
Lule a |
Swe den |
68.9 5% Por tfol io c omp any |
Full | Erns t & You ng |
||
| loba l To olin Ges tam p G g, S .L. |
Vizc aya |
Spa in |
9% 99.9 |
% nufa of d 0.01 Ma ctur ing ies |
Full | t & Erns You ng |
|
| ol H ard Ges p To enin g, S .L. tam |
Vizc aya |
Spa in |
nufa of d 100 .00% Ma ing ies ctur |
Full | Erns t & You ng |
||
| Ges p Ve nda s No Lda tam vas |
Évo ra |
Por l tuga |
100 .00% |
Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
| Ges p To glia tti, Llc. tam |
Tog liat ti |
Rus sia |
100 .00% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|
| Ges p Au otiv e Ch ai P riva te L td. tam tom enn |
Che i nna |
Indi a |
100 .00% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|
| Ges lau, S.A tam p Pa |
celo Bar na |
Spa in |
100 .00% ling and Too rts pa man |
ufa ing ctur |
Full | t & Erns You ng |
|
| rth Ges tam p No Euro pe S ervi S.L ces, |
Vizc aya |
Spa in |
99.9 7% |
sult 0.03 % Con rvic anc y se es |
Full | t & Erns You ng |
|
| cied ad A nón la Loir e So ima Fra Esp año nco |
púz Gui coa |
Spa in |
100 .00% |
hin Cutt ing mac e m anu |
fact and sal ure e |
Full | Erns t & You ng |
| Ges p To olin g Er and io, S .L. tam |
Gui púz coa |
Spa in |
100 .00% Por tfol io c omp any |
Full | N/A | ||
| Died e Di velo S.L e De nts, pme |
Vizc aya |
Spa in |
100 .00% |
nufa ing of d ies Ma ctur |
Full | IZE Aud itor es |
|
| Ges tam p Lo , S.R .O. uny |
Pra gue |
ch R blic Cze epu |
.00% ling and 100 Too rts pa man |
ufa ctur ing |
Full | t & Erns You ng |
|
| ts (S hen g), C d. Ges p Au o. Lt tam toco mpo nen yan |
She nya ng |
Chi na |
ling and 65.0 0% Too rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|
| Ges p W Virg inia , Llc tam est |
Mic higa n |
USA | 70.0 0% Too ling and rts pa man |
ufa ing ctur |
Full | Erns t & You ng |
|
| Bey çeli k Ge p Sa si, L .S. stam |
Koc aeli |
Tur key |
50.0 0% Too ling and rts pa man |
ufa ing ctur |
Full | /KP Den etci ler S MG won |
|
| ts ( an), . Ltd Ges tam p Au toco Don Co mpo nen ggu |
Don ggu an |
Chi na |
0% ling and 65.0 Too rts pa man |
ufa ing ctur |
Full | t & Erns You ng |
|
| Ges p Tr y O ut S ervi S.L tam ces, |
Vizc aya |
Spa in |
nufa of d 100 .00% Ma ing ies ctur |
Full | t & Erns You ng |
||
| tión Glo bal cerí Ges de M atri a, S .L. |
Vizc aya |
Spa in |
30.0 0% |
No a ctiv ity |
etho Equ ity m d |
N/A | |
| Inge nier ía y Co ión Mat rice s, S .A. nstr ucc |
Vizc aya |
Spa in |
30.0 0% Ma nufa ing of d ies ctur |
Equ ity m etho d (A ) |
IZE Aud itor es |
(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.
| Dec ber 31, 20 17 em |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
Dire hare hold ing ct s |
Indi rect sha reh oldi ng |
Act ivity |
Con soli dat ion hod met |
Aud itor s |
||
| IxCx T, S .A. |
Vizc aya |
Spa in |
30.0 0% |
nufa of d Ma ing ies ctur |
etho d (A ) Equ ity m |
Aud IZE itor es |
|||
| mbo Ges p Fu ndi ng L S.A tam uxe urg, |
mbo Luxe urg |
mbo Luxe urg |
100 .00% |
tfol Por io c omp any |
Full | Erns t & You ng |
|||
| Ges p Pu ebla II, S .A. d e C. V. tam |
Pue bla |
Mex ico |
70.0 0% |
Too ling and ufac turi rts pa man ng |
Full | Erns t & You ng |
|||
| h En gine erin hla nd G mbH Aut otec g De utsc |
Biel efel d |
Ger man y |
100 .00% |
ch a nd d lop Res t ear eve men |
Full | t & Erns You ng |
|||
| h En g R& k lim ited Aut otec gine erin D U |
han Dur |
ted dom Uni King |
100 .00% |
ch a nd d lop Res t ear eve men |
Full | t & Erns You ng |
|||
| ldin éxic Ges p Ho g M o, S .L. tam |
Mad rid |
Spa in |
69.9 9% |
tfol Por io c omp any |
Full | Erns t & You ng |
|||
| Ges p Ho ldin g Ar tina , S.L tam gen |
Mad rid |
Spa in |
10.8 0% |
59.1 9% |
Por tfol io c omp any |
Full | Erns t & You ng |
||
| Mu lar 21, S.L. rso |
Mad rid |
Spa in |
65.0 0% |
Por tfol io c omp any |
Full | Erns t & You ng |
|||
| bla, . de GGM Pue S.A C.V |
bla Pue |
ico Mex |
0% 30.0 |
ling and ufac turi Too rts pa man ng |
ity m etho d (A ) Equ |
N/A | |||
| bla de S Lab les, . de GGM Pue ervi cios S.A C.V ora |
bla Pue |
Mex ico |
30.0 0% |
loym Emp ices ent serv |
etho d (A ) Equ ity m |
N/A | |||
| fact Kun sha n Ge l To olin g M urin g, C o., L td stoo anu |
Kun sha n |
Chi na |
30.0 0% |
nufa of d Ma ing ies ctur |
d (A ) Equ ity m etho |
N/A | |||
| Ges p Te chn logy Ins titu te, S .L. tam |
Vizc aya |
Spa in |
99.9 9% |
0.01 % |
Edu cati on |
Full | N/A | ||
| Ges olin gine erin hla nd, Gm bH tam p To g En g De utsc |
chw eig. Bra uns |
Ger man y |
100 .00% |
nufa ing of d ies Ma ctur |
Full | N/A | |||
| p Ch I, Ll Ges tam atta ga I noo c |
Cha ttan oog a |
USA | 70.0 0% |
ling and ufac Too rts turi pa man ng |
Full | N/A | |||
| h En Aut gine erin g R& D U SA otec |
Dela war e |
USA | 100 .00% |
nd r h an d de velo IT, a nt ese arc pme |
Full | N/A | |||
| Ges p Au ts W uha o. Lt d. tam toco mpo nen n, c |
Wu han |
Chi na |
100 .00% |
Too ling and ufac turi rts pa man ng |
Full | N/A | |||
| Çeli k Fo rm G Oto ive, A.S esta mot mp |
Bur sa |
key Tur |
50.0 0% |
ling and ufac turi Too rts pa man ng |
Full | t & You Erns ng |
|||
| ash Ges tam p W tena w, L Lc. |
Dela war e |
USA | 70.0 0% |
ling and ufac Too rts turi pa man ng |
Full | N/A | |||
| sí, S .I. d Ges p Sa n Lu is P .A.P e C. V. tam oto |
Mex ico City |
Mex ico |
70.0 0% |
loym Emp ices ent serv |
Full | N/A | |||
| Ges p Sa n Lu is P sí S ervi cios Lab les S.A. P.I. de C .V. tam oto ora |
Mex ico City |
Mex ico |
70.0 0% |
Too ling and ufac turi rts pa man ng |
Full | N/A | |||
| Ges p Au to C (Tia njin ) Co ., LT D. tam nts omp one |
Tia njin |
Chi na |
100 .00% |
Too ling and ufac turi rts pa man ng |
Full | N/A | |||
| Ges tam p 20 17, S.L. |
Mad rid |
in Spa |
.00% 100 |
tfol io c Por omp any |
Full | N/A | |||
| h En g (S han gai) . Ltd Aut gine erin Co otec |
Sha i nga |
Chi na |
100 .00% |
ch a nd d lop Res t ear eve men |
Full | N/A | |||
| Ges p Ho t Sta mpi ng J n K. K. tam apa |
Tok io |
Jap an |
100 .00% |
ling ufac Too and turi rts pa man ng |
Full | N/A | |||
| Glo bal Lase r Ar aba , S.L |
Ála va |
Spa in |
30.0 0% |
Too ling and ufac turi rts pa man ng |
Equ ity m etho d |
N/A | |||
| MPO vide ezis , S.R Pro rs R tent .L. |
esti Dar man |
ani Rom a |
35.0 0% |
ling and ufac turi Too rts pa man ng |
Full | a Fi cial Co ltin Tom nan nsu g |
|||
| çeli k Ge kno loji lip, Bey stam p Te Ka A.S. |
Bur sa |
key Tur |
50.0 0% |
nufa of d Ma ctur ing ies |
Full | t & Erns You ng |
|||
| Ges p N itra , S.R .O. tam |
tisl Bra ava |
Slov akia |
100 .00% |
ling and ufac Too turi rts pa man ng |
Full | N/A | |||
| Alm afes Ma imi de Tro les, S.L nten ento uss que |
Bar celo na |
Spa in |
100 .00% |
Die mai nten anc e |
Full | N/A | |||
| Ges p (C hina ) Ho ldin g, C o. Lt d tam |
Sha i nga |
Chi na |
100 .00% |
Por tfol io c omp any |
Full | N/A | |||
| ch J Ges tam p Au tote n K. K. apa |
Tok io |
Jap an |
.00% 100 |
ch a nd d lop Res t ear eve men |
Full | N/A |
(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.
| Dec ber 31, 20 17 em |
|||||||
|---|---|---|---|---|---|---|---|
| Com pan y |
Add ress |
Cou ntry |
Dire hare hold ing ct s |
Indi rect sha reh oldi ng |
Act ivity |
Con soli dat ion hod met |
Aud itor s |
| Eds cha ldin bH Ho g Gm |
sch eid Rem |
Ger man y |
100 .00% |
tfol Por io c omp any |
Full | Erns t & You ng |
|
| cha rsbe mbH Eds Aut tive He rg G omo nge |
berg Hen gers |
Ger man y |
100 .00% |
ling ufa Too and ing rts ctur pa man |
Full | Erns t & You ng |
|
| Eds cha Aut tive Ha nbe rg G mbH omo uze |
Hau berg zen |
Ger man y |
100 .00% |
Too ling and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|
| Eds cha inee ring Gm bH Eng |
sch eid Rem |
Ger man y |
100 .00% |
ch a nd d lop Res t ear eve men |
Full | t & Erns You ng |
|
| Eds cha rsbe eal mbH He rg R Esta te G nge |
berg Hen gers |
Ger man y |
5.10 % |
94.9 0% |
Pro pert y |
Full | N/A |
| Eds cha nbe eal mbH Ha rg R Esta te G uze |
berg Hau zen |
Ger man y |
5.10 % |
94.9 0% |
Pro pert y |
Full | N/A |
| Eds cha Aut tive Ka ice S.R. O. omo men |
Kam enic e |
Cze ch R blic epu |
100 .00% |
Too ling and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|
| Eds cha Hra dec S.R .O. |
Hra dec |
Cze ch R blic epu |
100 .00% |
Ma nufa ing of d ies ctur |
Full | Erns t & You ng |
|
| Eds cha Vel ky M ede r S.R .O. |
Velk ede y M r |
Slov akia |
.00% 100 |
ling and ufa ing Too rts ctur pa man |
Full | t & Erns You ng |
|
| Ges p 20 08, S.L. tam |
Vill alo éjar (Bu ) nqu rgos |
Spa in |
100 .00% |
tfol Por io c omp any |
Full | Erns t & You ng |
|
| Eds cha Bu , S.A rgos |
éjar (Bu ) Vill alo nqu rgos |
Spa in |
100 .00% |
ufa Too ling and ing rts ctur pa man |
Full | Erns t & You ng |
|
| Eds cha San der, S.L tan |
El A stil lero (Ca bria ) nta |
Spa in |
5.01 % |
94.9 9% |
Too ling and ufa ing rts ctur pa man |
Full | Erns t & You ng |
| Eds cha Bri ey S .A.S |
Brie dex y Ce |
Fra nce |
.00% 100 |
ling and ufa ing Too rts ctur pa man |
Full | t & Erns You ng |
|
| Eds cha Eng inee ring Fra S.A .S. nce |
Ulis Les |
Fra nce |
100 .00% |
ch a nd d lop Res t ear eve men |
Full | t & Erns You ng |
|
| Eds cha do sil L tda Bra |
ba Sor oca |
zil Bra |
100 .00% |
ling and ufa Too ing rts ctur pa man |
Full | Erns t & You ng |
|
| Ges p Ed sch a Ja Co ., Ltd tam pan |
Tok io |
Jap an |
100 .00% |
Sale s of fice |
Full | N/A | |
| Jui Li Ed sch dy S Co., Ltd a Bo yste ms |
Kao hsiu ng |
Taiw an |
60.0 0% |
ling and ufa ing Too rts ctur pa man |
Full | t & You Erns ng |
|
| Li Ed sch old Ltd Jui a H ing Co., |
Api a |
Sam oa |
60.0 0% |
tfol Por io c omp any |
Full | N/A | |
| Li Ed sch ndu ., Ltd Jui a H ain an I Ent rise Co stry erp |
Hai nan |
Chi na |
60.0 0% |
ling and ufa Too ing rts ctur pa man |
Full | Erns t & You ng |
|
| Eds cha Aut tive Tec hno logy Co ., Lt d. omo |
Sha ngh ai |
Chi na |
100 .00% |
Res ch a nd d lop t ear eve men |
Full | Sha i Ru iton g Cp nga a |
|
| Sha ngh ai E dsc ha M ach iner y Co ., Ltd |
Sha ngh ai |
Chi na |
55.0 0% |
Too ling and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|
| Anh ui E dsc ha A ive Par ts C o Lt da. uto mot |
Anh ui |
Chi na |
100 .00% |
Too ling and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|
| Eds cha tive Mi chig Aut Inc omo an, |
Lap eer |
USA | .00% 100 |
ling and ufa ing Too rts ctur pa man |
Full | N/A | |
| Eds cha liat lc. Tog ti, L |
liat Tog ti |
Rus sia |
100 .00% |
ling and ufa Too ing rts ctur pa man |
Full | l Au dit Nat iona Cor atio por n |
|
| Eds cha tda Aut tive Co ts C o., L omo mpo nen |
sha Kun n |
Chi na |
100 .00% |
ling and ufa Too ing rts ctur pa man |
Full | Erns t & You ng |
|
| 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% |
Por tfol io c omp any |
Full | N/A |
| Eds cha toff tech nik Gm bH Ku nsts |
sch eid Rem |
Ger man y |
100 .00% |
ling and ufa ing Too rts ctur pa man |
Full | JKG uha nd Tre |
|
| Eds cha Pha , Ltd |
l Seu |
th K Sou ore a |
50.0 0% |
fact h an d de velo Par ts m nt anu ure rese arc pme |
Full | N/A | |
| Eds cha . Ltd Aa pico Aut tive Co omo |
nak ttha Pra Sri Ayu orn ya |
Tha ilan d |
51.0 0% |
ling and ufa Too ing rts ctur pa man |
Full | Erns t & You ng |
|
| Eds cha Aut tive SLP , S.A .P.I. de C.V. omo |
Mex ico City |
Mex ico |
100 .00% |
No a ctiv ity |
Full | N/A | |
| Eds cha Aut tive SLP Ser vici os L abo rale s, S .A.P .I. d e C. V. omo |
Mex ico City |
Mex ico |
100 .00% |
No a ctiv ity |
Full | N/A | |
| Eds cha tive ts (C hon gqin g) C d. Aut Co o. Lt omo mpo nen |
Cho ing ngq |
Chi na |
.00% 100 |
ling and ufa ing Too rts ctur pa man |
Full | N/A | |
| ldin bH GM F Ho g Gm |
sch eid Rem |
Ger man y |
100 .00% |
tfol Por io c omp any |
Full | Erns t & You ng |
|
| g (W n), L Ges p M etal For min uha td tam |
Wu han |
Chi na |
100 .00% |
ufa Too ling and ing rts ctur pa man |
Full | Erns t & You ng |
|
| Ges p U mfo ech nik Gm bH tam rmt |
Lud wig sfel de |
Ger man y |
100 .00% |
Too ling and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|
| tive Cha ssis duc lc. Aut Pro ts P omo |
liffe rha New ton Ayc , Du m |
Uni ted King dom |
100 .00% |
tfol io c Por omp any |
Full | t & Erns You ng |
|
| Sofe dit, S.A. S |
heil Le T Hu isne sur |
Fra nce |
65.0 0% |
ling and ufa Too rts ctur ing pa man |
Full | t & Erns You ng |
|
| Ges p Pr ism a, S .A.S tam |
ne d ré Usi e M ess emp |
Fra nce |
100 .00% |
ling and ufa Too ing rts ctur pa man |
Full | Erns t & You ng |
|
| Ges p Ta llen t , L td tam |
New Ayc liffe , Du rha ton m |
Uni ted King dom |
100 .00% |
Too ling and ufa ing rts ctur pa man |
Full | Erns t & You ng |
|
| Ges p W law Sp. tam roc z,o. o. |
Wro claw |
Pola nd |
65.0 0% |
ling and ufa ing Too rts ctur pa man |
Full | t & You Erns ng |
|
| (Cho ing) ., Ltd Ges tam p Au to c nts Co omp one ngq |
Cho ing ngq |
Chi na |
100 .00% |
ling and ufa Too rts ctur ing pa man |
Full | t & Erns You ng |
The companies which compose the Griwe Subgroup at 31 December 2018 and 31 December 2017 are as follows:
| December 31, 2018 | ||||||
|---|---|---|---|---|---|---|
| Company | Address | Country | Shareholding | Consolidation method | ||
| Gestamp Griwe Westerburg GmbH | Westerburg | Germany | Parent company | Full | ||
| Gestamp Griwe Haynrode GmbH * | Haynrode | Germany | 100.00% | Full | ||
| December 31, 2017 | ||||||
| Company | Address | Country | Shareholding | Consolidation method | ||
| Gestamp Griwe Westerburg GmbH | Westerburg | Germany | Parent company | Full | ||
| Gestamp Griwe Haynrode GmbH * | Haynrode | Germany | 100.00% | Full |
*In 2017, the merger took place 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 merger operation took place.
| Company Company holding 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 S.L. Gestamp Bizkaia, S.A. 90.000% Gestamp Sweden, AB Gestamp Bizkaia, S.A. 51.010% 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. 0.030% 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 (Shanghai), Co. Ltd. Gestamp Bizkaia, S.A. 55.000% Gestamp Autotech Japan K.K. Gestamp Bizkaia, S.A. 55.000% Autotech Engineering Spain, S.L. Gestamp Bizkaia, S.A. 0.010% Autotech Engineering France S.A.S. Gestamp Bizkaia, S.A. 55.000% Reparaciones Industriales Zaldibar, S.L. Gestamp Bizkaia, S.A. 0.010% 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 Tech, S.L. Gestamp Palencia, S.A. 99.670% Gestamp Holding Argentina, S.L. Gestamp Palencia, S.A. 15.660% Gestamp Holding México, S.L. Gestamp Palencia, S.A. 0.150% Tuyauto Gestamp Morocco Gestamp Palencia, S.A. 50.000% Gestamp Romchamp, S.A. Gestamp Palencia, S.A. 100.000% Gestamp Autocomponents (Beijing) Co., Ltd. Gestamp Autocomponents (Tianjin) Co., Ltd. 100.000% Gestamp Córdoba, S.A. Gestamp Argentina, S.A. 7.906% Mursolar, 21, S.L. Gestamp Aragón, S.A. 16.924% 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% 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% Griwe Subgroup Gestamp Metalbages, S.A. 100.000% Edscha Holding Gmbh Gestamp Metalbages, S.A. 67.000% 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% Gestamp Holding Rusia, S.L. Gestamp Levante, S.A. 7.810% Mursolar, 21, S.L. Gestamp Navarra, S.A. 28.535% 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% |
December 31, 2018 | ||||
|---|---|---|---|---|---|
| Company | Company holding 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% |
| NCSG Sorocaba Industria Metalúrgica Ltda. | Gestamp Brasil Industria de Autopeças, S.A. | 100.000% |
| 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% |
| Edscha Holding Gmbh | 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. | Subgrupo Griwe | 19.540% |
| Gestamp Louny S.R.O. | Subgrupo Griwe | 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. | Griwe Subgroup | 38.250% |
| Gestamp Baires, S.A. | Griwe Subgroup | 93.230% |
| Gestamp Córdoba, S.A. | Gestamp Baires, S.A. | 50.670% |
| Autotech Engineering Deutschland GmbH | Autotech Engineering S.L. | 45.000% |
| Autotech Engineering (Shangai), Co. Ltd. | Autotech Engineering S.L. | 45.000% |
| Gestamp Autotech Japan K.K. | Autotech Engineering S.L. | 45.000% |
| Autotech Engineering Spain, S.L. | Autotech Engineering S.L | 99.990% |
| Autotech Engineering France S.A.S. | Autotech Engineering S.L | 45.000% |
| Autotech Engineering R&D Uk limited | Autotech Engineering S.L | 45.000% |
| Autotech Engineering R&D USA limited | Autotech Engineering S.L | 45.000% |
| 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 Hot Stamping Japan K.K. | Gestamp Kartek Co., LTD | 50.000% |
| Gestamp Mexicana Serv. Lab. II, S.A. de CV | Gestamp Cartera de México, S.A. de C.V. | 99.990% |
| Gestamp Mexicana Serv. Lab. II, S.A. de CV | Gestamp Puebla, S.A. de CV | 0.010% |
| Gestamp Tooling Erandio, S.L. | Loire Sociedad Anónima Franco Española | 80.000% |
| Gestamp Autocomponents (Tianjin) Co., Ltd. | Gestamp (China) Holding, Co. Ltd | 51.000% |
| Gestamp Autocomponents Sales (Tianjin) Co., Ltd. | Gestamp (China) Holding, Co. Ltd | 49.000% |
| 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% |
| Kunshan Gestool Tooling Manufacturing, Co, Ltd. | Gestión Global de Matricería, S.L. | 100.000% |
| 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 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% |
| Edscha Pha Automotive Components (Kunshan) Co., Ltd. | Edscha Pha, Ltd. | 100.000% |
| 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 | 100.000% |
| 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 | 50.000% |
| Gestamp Sweden, AB | Gestamp Tallent , Ltd | 18.970% |
| December 31, 2017 | ||||
|---|---|---|---|---|
| Company | Company holding 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 North Europe Services, S.L. |
Gestamp Bizkaia, S.A. Gestamp Bizkaia, S.A. |
55.010% 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 North America, INC |
Gestamp Galvanizados, S.A. Gestamp Aveiro, S.A. |
8.620% 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% | ||
| ESSA 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 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. | 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. | 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 | 45.000% |
| 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% |
| Kunshan Gestool Tooling Manufacturing, Co, Ltd. | Gestión Global de Matricería, S.L. | 100.000% |
| 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 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% |
Gestamp Navarra, S.A. Gestamp Palencia, S.A. Edscha Automotive Kamenice, S.R.O. Gestamp Polska, Sp.Z.o.o. Edscha Engineering, GmbH. Gestamp Cerveira, Ltda Edscha Briey, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Engineering France , S.A.S. Gestamp Servicios, S.A. Edscha Automotive Hauzenberg, GmbH Gestamp Washington UK Limited Edscha Hauzenberg Real Estate GmbH, & Co. Gestamp Vendas Novas Unipessoal, Lda. Edscha Hengersberg Real Estate GmbH, & Co. Gestamp Vigo, S.A. Edscha Automotive Hengersberg, GmbH. Gestamp Umformtechnik, GmbH Edscha Holding, GmbH. Subgrupo Griwe Edscha Hradec, S.r.o. Ingeniería Global MB, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp Bizkaia, S.A. Gestamp Abrera, S.A. 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. Gestamp Noury, SAS
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. y Gestamp Toledo, S.A.
Gestamp Navarra, S.A. Gestamp Palencia, S.A. Edscha Automotive Kamenice, S.R.O. Gestamp Polska, Sp.Z.o.o. Edscha Engineering, GmbH. Gestamp Cerveira, Ltda Edscha Briey, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Engineering France , S.A.S. Gestamp Servicios, S.A. Edscha Automotive Hauzenberg, GmbH Gestamp Washington UK Limited Edscha Hauzenberg Real Estate GmbH, & Co. Gestamp Vendas Novas Unipessoal, Lda. Edscha Hengersberg Real Estate GmbH, & Co. Gestamp Vigo, S.A. Edscha Automotive Hengersberg, GmbH. Gestamp Umformtechnik, GmbH Edscha Holding, GmbH. Subgrupo Griwe Edscha Hradec, S.r.o. Ingeniería Global MB, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp Bizkaia, S.A. Gestamp 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. Gestamp Noury, SAS
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. y Gestamp Toledo, S.A.
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 Automoción,S.A. Gestamp Abrera, S.A. Gestamp Aveiro, S.A. Gestamp Aragón, S.A. Gestamp HardTech, AB Gestamp Metalbages, S.A. Gestamp Hungaria, KFT. Gestamp Prisma, S.A.S. Gestamp Linares, S.A. SCI de Tournan en Brie Gestamp Louny, S.r.o. Gestamp Solblank Barcelona, S.A. Gestamp Esmar, S.A. Gestamp Tallent Limited Gestamp Wroclaw, Sp. Z.o.o Gestamp Sweden AB
Gestamp Navarra, S.A. 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 Automoción,S.A. Gestamp Abrera, S.A. Gestamp Aveiro, S.A. Gestamp Aragón, S.A. Gestamp HardTech, AB Gestamp Metalbages, S.A. Gestamp Hungaria, KFT. Gestamp Prisma, S.A.S. Gestamp Linares, S.A. SCI de Tournan en Brie Gestamp Louny, S.r.o. Gestamp Solblank Barcelona, S.A. Gestamp Esmar, S.A. Gestamp Tallent Limited Gestamp Wroclaw, Sp. Z.o.o Gestamp Sweden AB Sofedit, S.A.S. Gestamp Funding Luxemburgo, S.A. Edscha Burgos, S.A. Gestamp Toledo, S.A. Gestamp Levante, S.A. Edscha Santander, S.A. Gestamp Noury, SAS
Sofedit, S.A.S. Gestamp Funding Luxemburgo, S.A.
Edscha Automotive Hengersberg GmbH Ingeniería Global MB, S.A. Edscha Holding GmbH Gestamp Global Tooling, S.L. Gestamp Griwe westerburg, Gmbh Gestamp Noury, SAS Gestamp Griwe Haynrode, Gmbh Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Edscha Briey, S.A.S. Gestamp Umformtechnik, GmbH Sofedit, S.A.S. Edscha Hengersberg Real Estate GmbH, & Co. SCI de Tournan en Brie Edscha Hauzenberg Real Estate GmbH, & Co. Edscha Engineering France, S.A.S. Edscha Engineering, GmbH. Gestamp Prisma, S.A.S. GMF Holding GmbH Gestamp Hungaria, KFT. Gestamp Servicios, S.A. Gestamp Polska, Sp.Z.o.o. Gestamp Navarra, S.A. Gestamp Wroclaw, Sp. Z.o.o Gestamp Bizkaia, S.A. Gestamp Aveiro, S.A. Edscha Santander, S.A. Gestamp Cerveira, Ltda Gestamp Esmar, S.A. Gestamp Vendas Novas Unipessoal, Lda. Gestamp Palencia, S.A. Edscha Automotive Kamenice, S.R.O. Gestamp Abrera, S.A. Edscha Hradec, S.r.o. Edscha Burgos, S.A. Gestamp Louny, S.r.o. Gestamp Solblank Barcelona, S.A. Gestamp Tallent Limited Loire S.A. Franco Española Gestamp Washington UK Limited Gestamp Aragón, S.A. Edscha Velky Meder, S.r.o. Gestamp Toledo, S.A. Gestamp HardTech, AB Gestamp Linares, S.A. Gestamp Sweden, AB Gestamp Vigo, S.A. Gestamp Funding Luxemburgo, S.A. Gestamp Levante, S.A.
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.

Gestamp Automoción, S.A.
February 28 th, 2019

| 1. | GESTAMP AUTOMOCIÓN GROUP SITUATION3 | ||
|---|---|---|---|
| 1.1 | Business Model 3 | ||
| 1.2 | Organizational structure 5 | ||
| 2. | COMPANY PERFORMANCE AND RESULTS 6 | ||
| 2.1 | Macroeconomic and sector evolution during 20186 | ||
| 2.2 | Financial Results Overview7 | ||
| 3. | DEBT AND LIQUIDITY 10 | ||
| 4. | FORESEABLE EVOLUTION OF THE COMPANY 11 | ||
| 5. | RISK MANAGEMENT 12 | ||
| 5.1 | Main risks and uncertainties12 | ||
| 6. | NON-FINANCIAL INFORMATION STATUS16 | ||
| 6.1 | Introduction 16 | ||
| 6.2 | Environmental issues20 | ||
| 6.3 | Social and personnel-related matters25 | ||
| 6.4 | Respect for Human Rights39 | ||
| 6.5 | Fight against corruption and bribery 43 | ||
| 6.6 | Regarding society 45 | ||
| 7. | R&D ACTIVITIES58 | ||
| 8. | SUBSEQUENT EVENTS60 | ||
| 9. | OPERATIONS WITH OWN SHARES 60 | ||
| 10. | OTHER RELEVANT INFORMATION 61 | ||
| 10.1 | Stock Exchange Evolution 61 | ||
| 10.2 | Dividend policy63 | ||
| 10.3 | Credit Rating64 | ||
| 10.4 | Average period for payment to suppliers65 |

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 highly engineered Bodyin-White, Chassis components and Mechanisms, as well as tooling & dies and other related services for the automotive industry. Our expertise and core competence in developing and producing light-weight components help our customers to reduce CO2 emissions while at the same time enhancing the safety features of their vehicles.
Since we were founded in 1997, we have cultivated strong relationships with our OEM customers by offering them leading technologies through our extensive global footprint of 108 production facilities in 22 countries across four regions (Europe, North America, South America and Asia) and 4 plants under construction (US, Mexico, Slovakia and Morocco), 13 R&D centres and a workforce of over 43,000 employees worldwide.
Our leading technologies, global footprint and proven track record in executing complex projects set us apart and makes us one of the industry leaders, as well as enables us to secure strong relationships with almost all major global automakers including BMW, Daimler, Fiat Chrysler, Ford, Geely-Volvo, General Motors, Honda, PSA, Renault Nissan, Tata JLR, Toyota and Volkswagen Group, which represented our top 12 customers for the year ended December 31, 2018. We currently supply products to all top 12 OEMs globally by volumes, and we are also incorporating new customers, in line with our stated growth and diversification strategy.
The diagram below shows Gestamp's global footprint and its main customers as of December 31, 2018.


Our strategy is to continue to be the global partner of choice for OEMs in Body-in-White, Chassis and Mechanisms. In order to achieve our goal we will continue to focus on maintaining and strengthening our technological leadership, maximizing growth on the basis of our client-oriented business model, operational excellence and efficiencies, while developing and implementing digitalization and industry 4.0 in our plants and regions.

Increasing investments by OEMs in the four pillars of CASE ("Connectivity, Autonomous driving, Shared mobility and Electrification") lead to less investments in other important areas of vehicle construction such as Body-in-White and Chassis development and production. This trend, together with ongoing global platform standardization among OEMs, has led to an increased need for outsourcing, as OEMs entrust a select number of strategic supply partners with an increasingly high content of vehicle production. In parallel, specialization has led to advancements achieved by strategic suppliers, such as Gestamp, in certain technologies which OEMs find difficult to match in-house, both in price and quality, thereby resulting in increased outsourcing. For example, we are a market leader 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 addition, as OEMs grow outside of their home markets, they are more inclined to turn to external suppliers with plants located in close proximity to the OEMs' production facilities for content they would have otherwise provided in-house in their home markets.

Our organizational model is structured fundamentally into business units that focus on business development, products, processes and strategic projects, while our geographical divisions concentrate on launching industrial projects and managing production capacities, considering each production plant as an economic center.
The organizational structure keeps the direction provided by Gestamp's Board of Directors by the end of 2017, and is being adapted to adjust it to the future challenges from our industry. So, among other changes, the new Electrical Vehicle area (EV Group) has been created with the objective to centralize and lead the efforts as a Group to exploit the opportunities that vehicle electrification offers to us.
Mr. Francisco J. Riberas continues to undertake his duties as Executive Chairman, focusing on those most valuable functions for the Group: corporate strategy and development, including key commercial relationships at the highest level with Gestamp's clients, matters related to Corporate Governance, the institutional representation of the Company and the coordination of the 2 new General Directors, Human Resources and Legal Advice. Beyond his current duties, Mr. Riberas adds the leadership of electric vehicle business area.
Mr. Francisco López Peña keeps its role as the Chief Executive Officer. From this position, he manages the industrial operations of the Group, as well as the financial area, internal control and other corporate functions.


2018 has been a challenging year on the macroeconomic and political front as well as in the automotive sector. Global economic growth for 2018 stood at 3.7%, as stated in the January 2019 World Economic Outlook (WEO) forecast, which is in line with 2017 and slightly above the long-term average. Whilst the first half of the year was strong, the economic environment experienced a slowdown during the second half mainly as a result of the weakness in China and Western Europe. The result of the ongoing uncertainties around trade tariffs during 2018 was also reflected in the financial markets with strong declines across most stock markets around the world with all major indices closing in negative territory.
The automotive sector saw a similar trend with a solid first half of the year but a challenging second half. The main challenges related to the diesel crisis and the implementation of new emission tests, Worldwide Harmonized Light Vehicle Test Procedure (WLTP), in Europe as well as a decrease in production volumes in China for the first time in twenty years. Ongoing trade tensions also led to an increased level of uncertainty.
OEMs have continued to focus on developing and taking on the challenges associated with CASE. OEMs have accelerated their strategies towards Electrification with announcements to the market of new vehicles as well as an increase in electric vehicles models in pipeline, which are expected to be launched in the near future.
The aforementioned macroeconomic and auto sector trends have led to a 1.1% decline in global light vehicle production in 2018 in Gestamp's footprint (according to IHS as of February 2019). During the year 2018 growth in Gestamp's footprint was mainly driven by Mercosur (+3.1%), Eastern Europe (+2.9%) and NAFTA (+0.4%). According to IHS (as of February 2019), global light vehicle production is expected to grow at 0.6% in 2019E and 1.6% in 2020E across Gestamp production footprint (lower production volumes in absolute terms vs. October 2018 forecast).
As previously mentioned, OEMs have increasingly allocated resources and capital to CASE which has led to higher levels of outsourcing in other important areas of vehicle construction such as Body-in-White and Chassis development and production. OEMs entrust a select number of strategic supply partners with an increasingly high content of vehicle production. In line with that trend, during 2018 Gestamp continued to execute on its stated strategy by supporting its clients with strong capital investments and the opening of new production facilities. During 2018 Gestamp added 6 new plants to its footprint by launching its first plant in Japan, two plants in China with the creation of a JV with BHAP, a plant in Brazil, a plant in the UK and a plant in Mexico. Gestamp currently also has 4 plants under construction.

Despite the underlying macroeconomic and auto sector uncertainties, Gestamp continued to grow above the market.

Gestamp has achieved its targets for 2018 for Revenues and EBITDA despite the challenging second half of the year due to the aforementioned market conditions. Revenues grew by 4.2% in 2018 reaching €8,547.6 million (10.2% at constant FX), but with lower tooling revenues than in 2017, outperforming the market by more than eleven percentage points (compared to market production volume growth in Gestamp production footprint – IHS data as per February 2019 of -1.1%). In terms of profitability, EBITDA in 2018 reached €960.5 million with an implied growth rate of 7.9% when compared to 2017 (15.8% at constant FX). EBITDA margin in 2018 was 11.2%, still impacted by the launching costs of new projects mainly in NAFTA and the temporary production volumes fluctuation in Asia and Europe. Net Income for the period grew by 7.5% (€18 million), reaching €257.7 million. Net Income was negatively impacted by higher financial expenses on the back of IFRS 9 application, along with Argentina's hyperinflation adjustment (overall impact of c.€30 million before taxes).
Gestamp has seen an increased number of opportunities, translating into higher capex and leverage, as OEMs have continued to outsource driven by higher demand in lightweighting due to more stringent CO2 emission targets and Electric Vehicle acceleration.
The €920.2 million of capital expenditures invested in 2018 have been higher than expected due to the investment in high quality and profitable projects with firm orders, resulting in high revenue visibility that will support the growth of our business at a rate above that of the market. Capital expenditures include mainly growth, recurrent and intangible capital expenditures. Growth capital expenditures include mainly capital expenditures in new plants (greenfields), expansion of facilities and new products/technologies for clients. Recurrent capital expenditures mainly include investments to replace existing programs and expenditures on the maintenance of our production assets. Lastly, intangible capital expenditures include capitalization of a part of the Group's R&D expenses, among other concepts.
| Million Euros | 2018 | 2017 |
|---|---|---|
| Growth capital expenditures | 484.0 | 434.4 |
| Recurrent capital expenditures | 323.8 | 265.9 |
| Intangible capital expenditures | 112.4 | 95.7 |
| Capital expenditures | 920.2 | 796.0 |
Gestamp's net financial debt amounted to €2,233.0 million for the year ended December 31st, 2018, resulting in a 2.3x leverage ratio (Net financial debt / EBITDA).
In summary, main figures in 2018 compared to 2017 are as follows:
| Million Euros | 2018 | 2017 | Change |
|---|---|---|---|
| Revenues | 8,547.6 | 8,201.6 | 4.2% |
| EBITDA | 960.5 | 889.9 | 7.9% |
| EBIT | 527.3 | 484.7 | 8.8% |
| Profit Before Tax | 357.4 | 370.2 | -3.5% |
| Profit attributable to shareholders | 257.7 | 239.7 | 7.5% |
| Equity | 2,179.0 | 1,970.6 | |
| Net financial debt | 2,233.0 | 1,897.9 | |
| Capital expenditure | 920.2 | 796.0 |
Revenues in 2018 increased to €8,547.6 million, of which Body in White and Chassis represented €6,841.8 million, and Mechanisms represented €1,016.6 million. Tooling and others totaled €689.2 million in 2018.
| Million Euros | 2018 | 2017 | % Change |
|---|---|---|---|
| Western Europe | 4,101.1 | 4,011.2 | 2.2% |
| Eastern Europe | 1,186.7 | 1,043.4 | 13.7% |
| Mercosur | 585.2 | 562.3 | 4.1% |
| NAFTA | 1,659.0 | 1,482.8 | 11.9% |
| Asia | 1,015.6 | 1,101.8 | -7.8% |
| Total | 8,547.6 | 8,201.5 | 4.2% |
Western Europe: Revenues in 2018 grew by €89.9 million, or 2.2% (2.5% at constant FX), to €4,101.1 million from €4,011.2 million in 2017. The increase in revenues was mainly attributable to a solid growth in Iberia due to new project launches.
Eastern Europe: During 2018, revenues grew by €143.3 million, or 13.7% (27.3% at constant FX), to €1,186.7 million from €1,043.4 million in the previous year. The increase in revenues was mainly due to the ramp-ups in Poland, Turkey and Hungary.
Mercosur: Revenues in 2018 grew by €22.9 million, or 4.1% (42.9% at constant FX), to €585.2 million from €562.3 million in 2017. Growth, which was above-market even considering the negative FX evolution, was driven by the projects entering ramp-up phase.
NAFTA: During 2018, revenues increased by €176.2 million, or 11.9% (17.7% at constant FX), to €1,659.0 million from €1,482.8 million during 2017. The region has experienced solid growth above that of the market, as a consequence of the new projects in ramp-up.
Asia: Revenues in 2018 decreased by €86.2 million, or -7.8% (-4.5% at constant FX) to €1,015.6 million from €1,101.8 million in 2017. The evolution of revenues was impacted by lower than expected production trends, especially in China and India, resulting in lower than expected volumes that were partially offset by the contribution of the Joint Venture with BHAP in China. Additionally, the region has also been negatively impacted by FX and lower Tooling than in 2017.
| Million Euros | 2018 | 2017 | % Change |
|---|---|---|---|
| Western Europe | 429.7 | 423.9 | 1.4% |
| Eastern Europe | 153.8 | 122.8 | 25.2% |
| Mercosur | 77.4 | 59.5 | 30.1% |
| NAFTA | 149.1 | 123.2 | 21.0% |
| Asia | 150.5 | 160.4 | -6.2% |
| Total | 960.5 | 889.9 | 7.9% |
Western Europe: EBITDA in 2018 experienced an increase €5.8 million, or 1.4% (1.4% at constant FX), to €429.7 million from €423.9 million in 2017. Stable EBITDA margin despite a very challenging second half in terms of volumes and volatility.
Eastern Europe: EBITDA during 2018 grew by €31.0 million, or 25.2% (44.5% at constant FX) to €153.8 million from €122.8 million in 2017. EBITDA margin in 2018 was above 2017 margin.
Mercosur: During 2018, EBITDA grew by €17.9 million, or 30.1% (82.6% at constant FX), to €77.4 million from €59.5 million in 2017. The increase in EBITDA was mainly due to the continued recovery of volumes and efficiency gains. EBITDA margin increased to levels above group average.
NAFTA: EBITDA during 2018 grew by €25.9 million, or 21.0% (27.8% at constant FX), to €149.1 million from €123.2 million during the year of 2017. EBITDA was impacted by launching costs of new projects in ramp-up phase, that will positively contribute to the evolution of Revenues, EBITDA and EBITDA margin in the future.
Asia: EBITDA during 2018 fell by €9.9 million, or -6.2% (-2.4% at constant FX), to €150.5 million from €160.4 million in 2017. EBITDA evolution was impacted by lower production volumes and FX headwinds during the period. EBITDA margins still above group average despite the higher volatility recorded in the region.

As of December 31, 2018, net financial debt amounted to €2,233.0 million resulting in a 2.32x leverage ratio (Net Debt / EBITDA), compared to 2.13x as of December 31, 2017.
| Million Euros | 2018 | 2017 |
|---|---|---|
| Non-current financial liabilities | 2,685.7 | 2,288.7 |
| Interest-bearing loans and borrowings and debt issues | 2,589.1 | 2,167.1 |
| Financial leasing | 40.0 | 30.1 |
| Borrowings from related parties | 27.8 | 57.3 |
| Other non-current financial liabilities | 28.8 | 34.2 |
| Current financial liabilities | 258.3 | 548.3 |
| Interest-bearing loans and borrowings | 75.9 | 543.8 |
| Financial leasing | 6.7 | 2.5 |
| Borrowings from related parties | 175.7 | 2.0 |
| Other current financial liabilities | 0.0 | 0.0 |
| Gross debt | 2,943.8 | 2,837.0 |
| Net financial debt | 2,233.0 | 1,897.9 |
| EBITDA | 960.5 | 889.9 |
| Leverage ratio | 2.32x | 2.13x |
| (Net Financial Debt / EBITDA) |
Our long-term indebtedness primarily consists of €483 million in senior secured notes issued in 2016 and with maturity in 2023, €393m in senior secured notes issued in 2018 and with maturity in 2026, €852 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 million in long-term debt with the European Investment Bank and €701 million of aggregate principal amount in other long-term bilateral financing.
| Million Euros | 2018 | 2017 |
|---|---|---|
| Cash and cash equivalents | 616.5 | 860.2 |
| Current debt securities | 4.3 | 5.4 |
| Revolving credit facilities | 280.0 | 280.0 |
| Undrawn credit facilities s/t | 287.9 | 643.0 |
| Undrawn credit facilities l/t | 320.0 | - |
| Total | 1,508.7 | 1,788.6 |
Gestamp´s main source of liquidity is its operating cash flow. Net cash flows from operating activities were €614.6 million in 2018. In addition, as part of its Senior Facilities, by 31 of December, 2018 Gestamp had an undrawn revolving credit facility amounting to €280 million with maturity in 2021, as well as €320.0 million in credit lines with expiration of over 12 months that were also undrawn by December 31, 2018 and €321.6 million in credit lines with maturity of less than 12 months, of which €33.7 million were drawn as of December 31, 2018. These credit lines are generally renewed each year, do not have any security and have customary covenants.

The global economy is expected to continue to expand during 2019 although at a slower pace than in previous years. Global economic growth is projected to grow at 3.5% in 2019 according to the International Monetary Fund's January 2019 World Economic Outlook (WEO). The latest global growth forecast reflects a slight downward adjustment when compared to the previous forecast which stood at 3.7% (October 2018 IMF's WEO), as it reflects the uncertainties around ongoing tariff discussions as well as the slower momentum seen during the second half of 2018.
Based on the current macroeconomic outlook, global auto production volumes are expected to experience moderate growth. According to IHS (as of February 2019), global light vehicle production is expected to increase by 0.6% in 2019 versus the previous year in Gestamp footprint (lower production volumes in absolute terms vs. October 2018 forecast).
Gestamp expects a positive performance of its operations during 2019 with solid revenue and income growth, above that of the market at constant FX, as a result of the strong investments made in recent years in projects that will ramp-up during the year as well as the contribution from the start of operations of the JV with BHAP in China. Gestamp expects a moderation of capital expenditures relative to revenues, with a path to de-leveraging. As of 31 December, 2018, Gestamp had 4 plants under construction in the US, Mexico, Slovakia and Morocco which are expected to be inaugurated throughout 2019 (with related launching costs impacting the short term). Gestamp will continue to focus on transforming OEM's strategies into opportunities in areas such as Electrification in which we aspire to be leaders in lightweight technologies as well as in the development of new products such as the Battery Box (multi-material and high aluminum content). Gestamp will also continue to focus its efforts on digitalization and industry 4.0 in order to improve the efficiency of its processes as well as the quality of its products.


To deal with the uncertainties inherent in complex scenarios such as those faced by Gestamp on a dayto-day basis, the Group has a Comprehensive Risk Management System (hereinafter, "CRMS") that aims to facilitate the correct identification, assessment, management and control of the potential outcomes of these uncertainties.
Gestamp's CRMS has been designed and continues to be developed on the basis of the best corporate risk management practices set out in the ISO 31000 standard and the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) for Risk Management (known as COSO ERM or COSO II). There has also been taken into consideration the good practices mentioned in the Good Governance Code of listed companies and the Technical Guide 3/2017 on Audit Committees of Public Interest Entities.
Thus, the CRMS Policy, approved by Gestamp's Board of Directors, establishes:
Although the CRMS is a process that affects and involves all the Group's personnel, those entrusted with safeguarding its smooth operation and its main functions are the following:
In 2018, Gestamp updated the Corporate Risk Map, which, with the participation of the members of the Risk Committees, included, among other aspects, the prioritisation of the risks, based on the assessment of their probability of occurrence and their possible impact in the event of the materialisation of the risk, analysed from diverse points of view, both from a purely economic perspective and from reputational, legal and operational impact perspectives. Similarly, for the prioritisation of the risks, consideration has been given to the effectiveness of the controls that mitigate them.

The main risks faced by the Group have not changed substantially from those identified in previous years, with slightly more relevance now being placed, due to the current environment and recent regulatory changes, on the risk of application security and cyber security, and the impact that Gestamp's operations could have on the environment. In any case, the CRMS, along with the risk control and management policies and systems of Gestamp that implement it, have taken effective and anticipatory action on the risks and, where necessary, drawn up the relevant action plans.
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 include the Group's Code of Conduct, the Whistleblower Channel, the Ethics Committee, which is responsible for the analysis and investigation of complaints received, and the Anti-Corruption and Fraud Policy, along with other mechanisms broadly defined in the CRMS Policy, as part of the responsibilities of the CRMS's constituent bodies.
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 embedded within the company's systems and processes, and ensure that operational activities carried out are aligned with the Group's aims and targets.
In this sense, the Group currently has various organisational units or departments that analyse, continuously monitor and provide a response in various areas specialised in risk management. These units and departments form part of the Group's CRMS and are represented on the Risk Committees.
Among the risks observed are the following, grouped according to the risk categories defined in the CRMS Policy (operational, strategic, financial, compliance and reporting):
O
To monitor these situations of risk, which may potentially result in serious occupational accidents or illnesses, Gestamp has a Health and Safety Policy and a Comprehensive Prevention System that is applicable to all the plants, regardless of their geographical location.
In order to mitigate this risk, Gestamp takes action on the various factors that could cause such interruptions. Among other actions, purchasing strategies are developed geared towards avoiding single supplier situations, supplier's services are monitored and quality assessment are performed periodically, there are undertaken continuous improvement programmes, regular machinery load and capacity studies and facility maintenance, there is a Health and Safety Policy and a Comprehensive Prevention System, it is worked proactively on security robustness, protecting the Company's assets and systems from potential cyberattacks, and it is ensured that our facilities comply with the local building requirements and recommendations on disaster prevention and mitigation.


Gestamp has several control processes, relating both to the product and the production process, which aim to prevent non-compliant products from being sent to customers. Furthermore, there is a quality management system that helps to make good use of those controls and to act as quickly and effectively as possible.
Variances in the profitability of projects. O
Gestamp has multiple types of control measures around the project management, such as the development of a standard for project launches, the holding of executive and/or monitoring committees for key projects, and various indicators that allow the analysis and monitoring of projects in each of their phases.
O
To fill those essential positions, Gestamp has different processes and initiatives aimed at identifying key people and people with great potential. The number of vacancies and potential candidates are regularly analysed and, finally, the replacement plans considered to be necessary are drawn up.
Security of computer applications and cyberattacks.
The Group works very proactively to continuously improve the security of the Group's communications and applications in order to have robust control mechanisms that adequately protect its assets from potential cyberattacks.

O
As an integral part of the automotive sector, Gestamp considers that the environmental impact must be analysed from the perspective of a vehicle's life-cycle beyond the direct impact generated purely on the manufacturing process. As such, one of the Group's policies regards implementing an environmental management system and the ISO 14001 and/or EMAS, and investing in projects and in the investigation of new materials and technologies related to reducing CO2 emissions.
S
The automotive sector is highly concentrated on a specific number of great groups of customers. As regards this type of risk, at Gestamp it is performed a detailed monitoring of orders and sales and it is sought and achieved to diversify, to all the possible extent, the customer and product portfolios by groups, brands, models, versions and geographies.


Using the appropriate technology, materials and processes is fundamental to hold onto competitive advantage and offering the customers the adequate products according to their needs. At Gestamp, different actions are undertaken in this sense, such as participating in codevelopment with customers, holding Executive R&D Committees and the Industry 4.0 initiative.
Gestamp monitors the geopolitical situation (by analysing the political, economic and social context of the countries in which the Group operates) in order to include the effects of the potential instability into the Group's forecasts and into the strategic and operational decisions.
The Financial Risk to which Gestamp's activity is exposed, and their respective mitigating actions, are detailed in the related paragraph in the notes to the Financial Statements. In summary, to manage the main risks of this nature, the Group, among other measures:

In order to mitigate the probability of these risks materialising and to reduce their potential impact, at Gestamp among other actions: it is worked on the continuous improvement of our Criminal Risk Prevention System and its implementing regulations, also all regulatory changes that may affect the activities are continuously monitored, in order to encourage their timely, conscious and responsible compliance, and anticipate possible changes, in order to manage them properly.

The Group has developed an ICFRS Policy, approved by the Board of Directors, 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 monitoring). In addition, the Group continues developing the documentation and evaluation of the ICFRS with a spirit of continuous improvement.
The Group also has diverse channels of communication for employee complaints regarding irregularities of any kind, including those that could affect the reliability of the information.

In accordance with Law 11/2018, of 28 December, which modifies the Code of Commerce, the revised text of the Capital Companies Act approved by Royal Legislative Decree 1/2010, of 2 July, and Law 22/2015, of 20 July, on Auditing, regarding non-financial information and diversity, the most significant aspects of the 2018 financial year are set out below.
This section has been prepared following the international Global Reporting Initiative (GRI) standards. The table of contents required by Law 11/2018 in relation to the GRI standards applied, the materiality and verification carried out are included at the end.
In addition, Annex includes the Report by EY, the company that verified the information by following:
One of Gestamp's business principles is sustainability, understood as a long-term business plan, based on honesty, hard work, building relationships of trust with its stakeholders and respect for the different environments in which it operates.
The company pursues economic, social and environmental objectives equally and has a strategy and Sustainability model that allows it to keep abreast of new trends, align itself with the needs and expectations of its stakeholders and comply with the main market standards.

Gestamp is one of the largest international groups in the automotive sector that provides global solutions for the vehicles of the present and of the future. Its parts are essential for the safety, weight, dynamics, stability and comfort of vehicles.
The company's value lies in working towards increasingly safer and lighter cars.
At Gestamp, safety is paramount. This is why every effort is made to create car structures that protect and save people's lives in the event of a collision. It also seeks to make its parts lighter in order to improve energy consumption and to reduce the environmental impact of vehicles.
The Group focus its Sustainability in three dimensions:
Based on these premises, it has developed its Sustainability Policy which is in line with its business strategy and the United Nations Sustainable Development Goals.



Improving the health and safety of people who work in our facilities is an on-going goal for the Group.
We promote key skills for our business and for the future to our employees and young people in our environment.

We offer our employees stable employment and we contribute to creating and maintaining it in our surrounding.

Optimising resources, durability and recyclability is present in our production process and products.
The energy control processes at our plants and our effort to make our products lighter contribute to reducing greenhouse gas emissions.
We collaborate with our stakeholders to achieve together better results.
ASUNTOS DE
In 2018, Gestamp carried out an assessment using an external company in order to evaluate the Group's sustainability performance. This assessment meant it was possible to identify potential risks, gaps and opportunities for improvement with regards to CSR and Sustainability standards and regulations, client and their requirements, best business practices and emerging trends. In the internal and external analysis conducted, 158 preliminary issues were identified and evaluated, resulting in 28 priority or material issues grouped into 5 categories. The criteria used were the level of importance for the Group and its stakeholders, and the management capacity.
ASUNTOS DE
| ECONOMIC ISSUES |
CORPORATE GOVERNANCE AND ETHICS ISSUES |
PRODUCTOS PRODUCTS AND Y SERVICIOS SERVICES ISSUES |
SOCIEDAD Y SOCIAL AND EMPLEADOS EMPLOYEES ISSUES |
ENVIRONMENTAL ISSUES |
|---|---|---|---|---|
| • Financial stability • Tax contribution and transparency • Responsible supply chain management • Strategic collaborations |
• Ethics and Integrity in Business • Transparency and information management • Application of best practices in corporate governance • Comprehensive management of risks and opportunities • Regulatory Compliance • Privacy and confidentiality of the information |
• Product Quality and Safety • Customer Satisfaction • Safeguarding of the supply of products and services • Innovation applied to the development of new products • Quality and operational excellence |
• Health and Safety at work • Equality and Non discrimination • Quality of employment • Professional training and development • Attracting expert talent • Respect for Human Rights • Involvement in local communities • Relationship and engagement with stakeholders |
• Climate change • Environmental Management System • Efficient and responsible use of materials • Circular economy • Water resources |


Based on the materiality assessment, the 2018-2021 Strategic Sustainability Plan has been drawn up, which is in line with the Business Plan and seeks to increase the company's profile in terms of sustainability.
Gestamp's Strategic Sustainability Plan has 6 strategic areas, 19 lines of action and 51 specific actions.
1. Integrity and responsibility in our action
Act with integrity and responsibility, anticipating and managing risks and opportunities.
2. Operational excellence
Increase the Group's competitiveness through operational excellence based on efficiency, quality, occupational health and safety, technology and innovation.
Reduce the environmental impact on both operations and products.

Risk analysis and management approach
As a member of the automotive sector, Gestamp's environmental performance must be analysed from a vehicle life-cycle perspective, taking into consideration the impact and solutions at each of the stages in which the company may act.
Gestamp has an Environmental Policy and sets out as an essential requirement that production plants must have an Environmental Management System that is certified in accordance with international standards, and also report using a Group environmental management tool (Environmental Indicator) which means all production plants can be monitored and controlled, as well as the identification of improvements and implementation of best practices.

At 31 December 2018, 92% of the plants were ISO 14001 or EMAS II certified. The remaining have a certification period set according to the date they joined the group or the date of construction of the production centre.
Gestamp's environmental management is comprehensive, applying environmental criteria to everything from the selection of suppliers, to the optimisation of the use of raw materials or the management of all the waste it generates. Through the aforementioned Environmental Indicator, on a quarterly basis, the environmental impact of all production plants is monitored using the following key indicators:
Total investments in systems, equipment and facilities relating to the protection and improvement of the environment amounted to a gross value of 4,907.5 thousand euros at 2018 year-end. The expenses incurred in 2018 in relation to the protection and improvement of the environment amounted to 1,074 thousand euros.
Gestamp makes financial provisions to cover the materialisation of any potential environmental risks.
In addition, the company is covered for the materialisation of environmental risks in the insurance it has taken out:
In 2018, it was not necessary to use the cover in the Environmental Liability Policy that the Group has taken out.
The entry into force of the Paris Agreement, the first universal agreement against Climate Change, confirms the governments' commitment to effectively reduce CO2 emissions, moving towards lowcarbon economies.
Gestamp accepts its responsibility in this process by providing solutions through:

To measure the impact of emissions associated with the production process, Gestamp is guided by the indications of the Greenhouse Gas Protocol (GHG) and the Intergovernmental Panel on Climate Change (IPCC). Moreover, the Group voluntarily reports its emissions performance on an annual basis through the international Carbon Disclosure Project, where in 2015 it was selected as an example of a Spanish company in its publication "Supply Chain Report 2015".
In recent years, despite the increase in production plants and the introduction of hot stamping, technology that is more intensive in the use of energy, Gestamp has managed to reduce CO2 emissions (in relative terms) thanks to improved environmental management and process management.
| 2014 | 2015 | 2016 | 2017 | 2018 | |
|---|---|---|---|---|---|
| CO2 Emission Index (tonnes of CO2 emissions/€100,000 of added | |||||
| value) | 25 | 24 | 24 | 24 | 23 |
Gestamp has a global energy efficiency project, which monitors the instant consumption of electricity and gas in equipment and facilities individually. The analysis of this information along with the study of existing best practices in the Group and the exchange of acquired knowledge are making it possible to adopt new energy saving measures and, consequently, to set objectives and involve all levels of the company's organisation.
In 2018, an additional reduction of 40 GWh was achieved with respect to 2017 in 28 plants where the project is implemented. This equals an accumulated total saving of 138 GWh for the Group since 2016.
| 2014 | 2015 | 2016 | 2017 | 2018 | |
|---|---|---|---|---|---|
| Energy Efficiency Index (MWh consumed) (gas, diesel, LPG and | |||||
| electricity) /€100,000 of added value) | 62 | 58 | 55 | 58 | 61 |

Through innovation, Gestamp seeks to stay one step ahead of new technological trends and to offer top quality products that meet efficiency, weight, cost, quality, comfort, safety and sustainability requirements.
For the Group, creating increasingly lighter products is one of the most important factors, as weight has a direct impact on engine energy consumption and, therefore, on CO2 emissions, the regulation of which is becoming increasingly restrictive due to the emergence of new regulations.
To this end, Gestamp is working on:
In addition, the Group has a team of approximately 1,600 people both in the 13 R&D centres and in production plants. Many projects see the participation of not only R&D engineers, but also stamping, metrology, welding and quality engineers, whose contribution is invaluable throughout the entire development process.
Different types of waste are generated throughout our production process. Gestamp, in its bid to minimise waste generation and the use of natural resources, has included in its activity all of the methods, processes, technologies and best practices regarding 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 amount generated is monitored on a quarterly basis by means of the Group's environmental indicator.
98% of the total waste is non-hazardous, 96% of which is scrap. Scrap metal is a waste product that is 100% recyclable, as it is reintroduced into the steel production process and contributes to closing the life-cycle of the product, following a Circular Economy model. As regards hazardous waste, the most common types are contaminated water, mud, used oils and contaminated material (cloths and gloves stained mainly with oil).
The destination of the waste generated in our plants depends on the type of waste, the location of the plant and the legislation of the country in question, and so authorised local waste managers are used. Furthermore, waste reduction targets are set annually as part of the environmental plans.
| 2014 | 2015 | 2016 | 2017 | 2018 | |
|---|---|---|---|---|---|
| Waste Management Index (cost of waste management in thousands | |||||
| of euros/€10,000,000 of added value) | 25 | 15 | 17 | 14 | 17 |
The Group's energy expenditure includes the consumption of all energy sources (electricity, natural gas, diesel and LPG). The direct and indirect energy consumption throughout 2018 is detailed below.
| Region | Natural gas | Diesel | LPG |
|---|---|---|---|
| Europe | 1,397,279 | 15,648 | 104,532 |
| North America | 460,895 | 16,912 | 95,327 |
| South America | 40,094 | 984 | 54,200 |
| Asia | 168,462 | 8,163 | 18.803 |
| Total | 2,066,730 | 41,707 | 272,862 |
| Region | 2018 |
|---|---|
| Europe | 2,127,887 |
| North America | 966,522 |
| South America | 28,.888 |
| Asia | 602,278 |
| Total | 3,979,575 |
Water consumption is not a significant environmental aspect at Gestamp, however given that it is a fundamental natural resource, its consumption and management are monitored.
In general, water consumption in Gestamp's production plants is for domestic use. Only plants with surface treatment processes or welding machines and facilities that need refrigeration consume water for industrial use. These systems are, in all cases, closed circuit so that water is reused for long periods of time.

| 2014 | 2015 | 2016 | 2017 | 2018 | |
|---|---|---|---|---|---|
| Water Consumption Index (m3 of water consumed /100,000 euros of | 68 | 68 | 58 | 60 | 57 |
| added value) |
In addition, since 2015, Gestamp has completed the CDP Water Disclosure questionnaire, which is specifically regarding water issues, publicly disclosing its water footprint and providing information on the different aspects of managing this resource. The rating obtained in the CDP Water 2018 was "B".
The manufacture of Gestamp parts requires the use of raw materials and materials such as ferrous metals (steel), non-ferrous metals (aluminium) and chemicals, as well as auxiliary materials (e.g. wire or welding gases).
Raw materials represent approximately 39.3% of the Group's sales in the last three years, and steel represents over 94.3% of raw material purchases. In 2018, approximately 61.5% of the steel purchased in the Group was purchased through vehicle manufacturers' resale programmes, i.e. the manufacturer directly negotiates the price of the steel used to manufacture its parts with the steel suppliers.
Efficiency in processes, quality, product and tool design are fundamental in order to optimise and reduce raw material consumption. Therefore, Gestamp monitors all of this every quarter by means of different management systems of the Group controlled by the plants, divisions and corporate from different perspectives, in addition to the environmental perspective, such as the areas of Finance, Purchasing, Quality and the Technical Office, with the ultimate goal of achieving Operational Excellence.
All of Gestamp's production plants are located in urban and industrial areas. Their impact on biodiversity is low and land use regulations are complied with. Despite having a low impact, Gestamp actively and voluntarily participates in the EU Business @ Biodiversity Platform, within the Directorate General of the European Commission, a forum that aims to work with and help companies integrate natural capital and biodiversity considerations into business practice.
Gestamp's continuous growth and internationalisation process has brought with it major challenges in terms of culture and human resource organisation and management: ongoing adaptation of the organisational structure to the growing needs of the Group, downsizing of staff, standardisation of processes, training on new technologies, talent management and boosting corporate culture.
The Human Resources and Organisation Department manages organisational structures and people at corporate level, as well as at divisional, regional and production plant level through the following areas:

The global workforce continued to grow in 2018, reaching 43,553 employees. This is 6.1% more than in 2017, with a cumulative growth of 43.8% over the last 5 years.
| Country | Total Own workforce |
Female | Male | <=20 | 21 - 25 | 26 - 35 | 36 - 45 | 46 - 55 | 56 - 65 | >=66 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Argentina | 1.116 | 80 | 7% | 1.036 | 93% | 2 | 32 | 330 | 453 | 227 | 65 | 7 |
| Brazil | 4.440 | 592 | 13% | 3.848 | 87% | 259 | 533 | 1.847 | 1.354 | 363 | 77 | 7 |
| China | 4.523 | 784 | 17% | 3.739 | 83% | 179 | 466 | 2.364 | 1.173 | 281 | 60 | 0 |
| Czech Republic | 1.256 | 491 | 39% | 765 | 61% | 80 | 167 | 309 | 325 | 240 | 129 | 6 |
| France | 1.636 | 292 | 18% | 1.344 | 82% | 8 | 58 | 291 | 528 | 561 | 190 | 0 |
| Germany | 4.562 | 472 | 10% | 4.090 | 90% | 184 | 261 | 953 | 918 | 1.321 | 918 | 7 |
| Hungary | 530 | 169 | 32% | 361 | 68% | 7 | 50 | 150 | 177 | 112 | 34 | 0 |
| India | 807 | 15 | 2% | 792 | 98% | 1 | 135 | 532 | 109 | 26 | 4 | 0 |
| Japan | 63 | 16 | 25% | 47 | 75% | 0 | 1 | 21 | 21 | 13 | 7 | 0 |
| Mexico | 3.670 | 821 | 22% | 2.849 | 78% | 105 | 736 | 1.620 | 881 | 300 | 27 | 1 |
| Poland | 1.111 | 244 | 22% | 867 | 78% | 39 | 170 | 459 | 328 | 82 | 33 | 0 |
| Portugal | 1.299 | 444 | 34% | 855 | 66% | 45 | 170 | 374 | 410 | 235 | 65 | 0 |
| Romania | 470 | 220 | 47% | 250 | 53% | 12 | 48 | 142 | 120 | 112 | 35 | 1 |
| Russia | 594 | 114 | 19% | 480 | 81% | 0 | 41 | 355 | 149 | 41 | 7 | 1 |
| Slovakia | 349 | 111 | 32% | 238 | 68% | 5 | 32 | 100 | 126 | 55 | 31 | 0 |
| South Korea | 250 | 16 | 6% | 234 | 94% | 0 | 13 | 109 | 82 | 43 | 3 | 0 |
| Spain | 6.623 | 1.122 | 17% | 5.501 | 83% | 31 | 254 | 1.356 | 2.395 | 1.988 | 599 | 0 |
| Sweden | 398 | 52 | 13% | 346 | 87% | 0 | 25 | 108 | 100 | 109 | 55 | 1 |
| Taiwan | 18 | 3 | 17% | 15 | 83% | 0 | 0 | 3 | 7 | 5 | 2 | 1 |
| Thailand | 7 | 0 | 0% | 7 | 100% | 0 | 0 | 4 | 2 | 1 | 0 | 0 |
| Turkey | 3.452 | 183 | 5% | 3.269 | 95% | 2 | 384 | 1.813 | 1.067 | 178 | 7 | 1 |
| United Kingdom | 2.659 | 264 | 10% | 2.395 | 90% | 76 | 216 | 582 | 522 | 703 | 535 | 25 |
| United States | 3.720 | 751 | 20% | 2.969 | 80% | 92 | 465 | 1.016 | 897 | 811 | 417 | 22 |
| Total Gestamp | 43.553 | 7.257 | 17% | 36.297 | 83% | 1.127 | 4.257 | 14.838 | 12.144 | 7.807 | 3.300 | 80 |
| 3% | 10% | 34% | 28% | 18% | 8% | 0% |

| Country | Total Own workforce |
Open Ended |
Fixed Term |
Intern. | Apprent. | Total Temporary Agencies |
Total Own & Temp. Agencies |
|
|---|---|---|---|---|---|---|---|---|
| Argentina | 1.116 | 1.106 | 10 | 0 | 0 | 1.116 | ||
| Brazil | 4.440 | 4.283 | 4 | 38 | 115 | 140 | 4.580 | |
| China | 4.523 | 4.152 | 228 | 7 | 136 | 477 | 5.000 | |
| Czech Republic | 1.256 | 1.099 | 154 | 0 | 3 | 209 | 1.465 | |
| France | 1.636 | 1.603 | 7 | 0 | 26 | 373 | 2.009 | |
| Germany | 4.562 | 3.932 | 506 | 6 | 118 | 335 | 4.897 | |
| Hungary | 530 | 529 | 1 | 0 | 0 | 24 | 554 | |
| India | 807 | 753 | 21 | 6 | 27 | 726 | 1.533 | |
| Japan | 63 | 63 | 0 | 0 | 0 | 0 | 63 | |
| Mexico | 3.670 | 3.230 | 440 | 0 | 0 | 456 | 4.126 | |
| Poland | 1.111 | 391 | 696 | 0 | 24 | 268 | 1.379 | |
| Portugal | 1.299 | 659 | 621 | 19 | 0 | 294 | 1.593 | |
| Romania | 470 | 470 | 0 | 0 | 0 | 0 | 470 | |
| Russia | 594 | 582 | 12 | 0 | 0 | 52 | 646 | |
| Slovakia | 349 | 211 | 138 | 0 | 0 | 7 | 356 | |
| South Korea | 250 | 248 | 2 | 0 | 0 | 1 | 251 | |
| Spain | 6.623 | 5.601 | 945 | 70 | 7 | 407 | 7.030 | |
| Sweden | 398 | 389 | 6 | 3 | 0 | 45 | 443 | |
| Taiwan | 18 | 18 | 0 | 0 | 0 | 0 | 18 | |
| Thailand | 7 | 7 | 0 | 0 | 0 | 20 | 27 | |
| Turkey | 3.452 | 3.450 | 0 | 2 | 0 | 0 | 3.452 | |
| United Kingdom | 2.659 | 2.571 | 2 | 0 | 86 | 570 | 3.229 | |
| United States | 3.720 | 3.641 | 41 | 10 | 28 | 931 | 4.651 | |
| Total Gestamp | 43.553 | 38.988 | 3.834 | 161 | 570 | 5.334 | 48.888 | |
| 89,5% | 8,8% | 0,4% | 1,3% |

| Voluntary | |||
|---|---|---|---|
| Country | Turnover Rate (%) | ||
| Argentina | 5.8% | ||
| Brazil | 3.6% | ||
| China | 29.3% | ||
| Czech Republic | 13.1% | ||
| France | 4.2% | ||
| Germany | 3.2% | ||
| Hungary | 30.7% | ||
| India | 6.5% | ||
| Japan | 11.9% | ||
| Mexico | 12.2% | ||
| Poland | 0.9% | ||
| Portugal | 4.8% | ||
| Romania | 20.7% | ||
| Russia | 16.9% | ||
| Slovakia | 2.2% | ||
| South Korea | 16.7% | ||
| Spain | 3.0% | ||
| Sweden | 16.8% | ||
| Taiwan | 5.6% | ||
| Thailand | 0.0% | ||
| Turkey | 5.6% | ||
| United Kingdom | 8.8% | ||
| United States | 21.1% | ||
| Total | 10.3% |
*Voluntary Turnover rate over open-ended employees
The Group is in the process of reclassifying its workforce into professional groups and levels using the same methodology: Gestamp Global Grading System (G3S).
| Professional classification | Women | Men |
|---|---|---|
| Managers | 18.50% | 81.50% |
| Middle management | 18.40% | 81.60% |
| All other employees | 17.70% | 82.30% |
(*)Scope: Employees under Gestamp Global Grading System (G3S) (90% of total workforce)

With regards to the type of employment, the Group has set out the following major professional categories:
Thus, at 31 December 2018, 45.0% of the Group's employees fell into the category of direct labour, 33.5% into the category of indirect labour and the remaining almost 21.5% into the category of regular staff.
Gestamp, in line with its principle of equal opportunities established in its Code of Conduct, promotes gender equality in access to employment, in the promotion of professionals and in remuneration for equal work.
Remuneration is established based on levels of responsibility, external competitiveness and professional career, avoiding differences between men and women, beyond the merits achieved in the performance of their work.
| Managers | Middle management | Rest of employees |
|---|---|---|
| €122,503 | €68,030 | €34,664 |
(*) Average remuneration paid (all monetary payment done through payroll) to employees managed with the same management system and who have also been classified using the same professional categories. (Scope: 14.235 employees in China, Portugal, United States, France, Germany and Spain)
In a recent analysis carried out in Spain for the Corporate areas, Business Units, Divisional teams, the wage gap identified between men and women of employees classified at the same level of the professional classification system is 5.7% taking as reference the fixed remuneration and of 6.3% taking as a reference the total remuneration. These differences are due to the composition of the workforce in each of the levels whose distribution by men and women include different profiles of seniority in the company, age and work experience.

| Fixed remuneration |
Atten dance fees |
Remuneration for membership on board committees |
Salaries | Short-term variable remunerati on |
Long-term variable remunerati on |
Severance payments |
Other items2 |
Total 2018 |
|
|---|---|---|---|---|---|---|---|---|---|
| Francisco Javier Riberas Mera |
700 | 0 | 0 | 0 | 260 | 0 | 0 | 0 | 960 |
| Francisco López Peña |
550 | 0 | 0 | 0 | 217 | 0 | 0 | 13 | 780 |
| Alberto Rodríguez Fraile Díaz |
75 | 0 | 30 | 0 | 0 | 0 | 0 | 0 | 105 |
| Ana García Fau | 75 | 0 | 15 | 0 | 0 | 0 | 0 | 0 | 90 |
| César Cernuda Rego |
75 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 75 |
| Pedro Sainz De Baranda |
75 | 0 | 15 | 0 | 0 | 0 | 0 | 0 | 90 |
| Javier Rodríguez Pellitero |
75 | 0 | 30 | 0 | 0 | 0 | 0 | 0 | 105 |
| Gonzalo Urquijo Fernández De Araoz |
75 | 0 | 15 | 0 | 0 | 0 | 0 | 0 | 90 |
| Geert Maurice Van Poelvoorde |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Juan María Riberas Mera |
75 | 0 | 15 | 0 | 0 | 0 | 0 | 0 | 90 |
| Noburu Katsu | 19 | 0 | 4 | 0 | 0 | 0 | 0 | 0 | 23 |
| Tomofumi Osaki | 75 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 75 |
| Shinichi Hori | 56 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 56 |
| TOTAL | 1,925 | 0 | 124 | 0 | 477 | 0 | 0 | 13 | 2,539 |
(1) The amount of remuneration accrued in 2018 included in this section in favor of the Directors with executive functions differs from the amount included on the Note 32.2. to the annual financial statements of the Group as the accrual criteria applied is different regarding the long-term incentive.
(2) Remuneration in kind: life insurance premiums and company car
The remuneration of Board members of Gestamp is set out individually in the Financial Statements Report and in the Directors' Remuneration Report annex C1.13.

| Member | Position | ||
|---|---|---|---|
| Mario Eikelmann | Manager of the Chassis Business Unit and Sales Director of BIW |
||
| Fernando Macias Mendizábal | Manager of South Europe Division | ||
| Manuel López Grandela | Manager of Mercosur Division | ||
| Juan Miguel Barrenechea Izarzugaza | Manager of North America Division | ||
| Kevin Stobbs | Manager of Asia Division | ||
| Torsten Greiner | Manager of Business Mechanism Unit (Edscha) | ||
| Manuel de la Flor Riberas | General Manager of Human Resources and Organisation | ||
| David Vázquez Pascual | General Manager of Legal, Tax and Corporate Governance |
||
| Miguel Escrig Meliá | Chief Financial Officer | ||
| 5,011 |
(*) The amount of remuneration accrued in 2018 for Senior Management included in this section differs from the amount included on the Note 32.3. to the annual financial statements of the Group as the accrual criteria applied is different regarding the long-term incentive.
The total remuneration figure for Senior Management also includes the remuneration paid to Unai Agirre Mandaluniz and to María José Armendariz Tellitu, who ceased to be members of the Company's Management Committee during the year in question.
The remuneration of Gestamp's Senior Management is published in the Annual Corporate Governance Report annex C1.14
In order to facilitate access to employment for people with disabilities, the Gestamp Group companies directly hire them, whereby they thus forming part of their staff, or they may outsource products and services to special employment centres.
The percentage of employees with a disability in the entire Group in 2018 was 817, representing 1.9% of the Group's workforce.
Furthermore, in order to make information more accessible, the Gestamp website has been adapted and complies with all of the Level AA conformance criteria developed by the World Wide Web Consortium's (W3C) Web Accessibility Initiative (WAI).

At Gestamp's production plants, due to the nature of its business, the activity needs to be continuous, sometimes 24 hours a day, and therefore certain groups, generally those classified as Direct and Indirect Labour, have to work shifts. This organisation of work does not prevent Gestamp from promoting the rotation of such shifts, with the aim of facilitating the adjustment of working hours to the specific needs of workers.
In addition, 68% of Gestamp plants implement measures related to the reconciliation of work and private life, in positions where this is possible, such as: flexible working hours, intensive working days, reduced working days or adapting the working hours in certain family circumstances.
As for the hours of work absenteeism in 2018, the result was as follows:
| Region | Absenteeism Hours* | Absenteeism Rate (%) * |
|---|---|---|
| South America | 409,158 | 4.1% |
| North America | 251,621 | 1.8% |
| Asia | 235,999 | 2.4% |
| Europe | 2,087,010 | 4.9% |
| Total Gestamp | 2,983,788 | 3.9% |
(*) This includes hours of absenteeism due to common illnesses, accidents and occupational illnesses, accidents on one's way to or from work, and those that are unjustified. 64% are due to common illnesses.
The management of labour relations at Gestamp is undertaken in accordance with the labour legislation applicable in each geographic area.
With worker representation in each plant, all aspects relating to employee labour relations are negotiated. In 2018, 65.5% of employees were covered by a collective agreement.
In geographic areas that call for it, due to historical, cultural or legal obligations, there are inter-centre committees that complement the in-plant negotiating framework.
The company has a European Works Council with representatives from all of the countries where it operates.
Gestamp places special emphasis on issues that are unavoidable for the Group: respect for union and labour legislation, policies of non-discrimination, compliance with the Code of Conduct, occupational health and safety, and training and development in key areas to ensure the correct implementation of the business strategy, which always follows the framework of the fundamental labour rights set out in the agreements of the International Labour Organization (ILO).

| Own workforce | Employees covered | % | |
|---|---|---|---|
| Argentina | 1,116 | 1,116 | 100.0% |
| Brazil | 4,440 | 4,440 | 100.0% |
| China | 4,523 | 247 | 5.5% |
| Czech Republic | 1,256 | 0 | 0,0% |
| France | 1,636 | 1,636 | 100.0% |
| Germany | 4,562 | 4,204 | 92.2% |
| Hungary | 530 | 0 | 0.0% |
| India | 807 | 190 | 23.6% |
| Japan | 63 | 0 | 0.0% |
| Mexico | 3,670 | 2,584 | 70.4% |
| Poland | 1,111 | 796 | 71.6% |
| Portugal | 1,299 | 489 | 37.6% |
| Romania | 470 | 470 | 100.0% |
| Russia | 594 | 0 | 0.0% |
| Slovakia | 349 | 189 | 54.2% |
| South Korea | 250 | 218 | 87.2% |
| Spain | 6,623 | 6,623 | 100.0% |
| Sweden | 398 | 398 | 100.0% |
| Taiwan | 18 | 0 | 0.0% |
| Thailand | 7 | 0 | 0.0% |
| Turkey | 3,452 | 3,295 | 95.5% |
| United Kingdom | 2,659 | 1,516 | 57.0% |
| United States | 3,720 | 128 | 3.4% |
| Total | 43,553 | 28,540 | 65.5% |
Gestamp is committed to offering its employees, and any company working in its facilities, a safe and healthy environment. It therefore has an ambitious occupational risk prevention policy and its own comprehensive management system, called GHSS (Gestamp Health and Safety System).
The main characteristics of the system are:

Within the general system, Gestamp has developed the tool GHSI that enables it to analyse, in all of the Group's plants equally, 78 factors related to:
It is Gestamp's own tool, designed and adapted to the particularities of the company's activity, achieving higher levels of stringency than those that are required by international standards; it covers all fields of action and is integrated at all levels of the organisation.

According to performance in the previous year and the starting situation, each production plant establishes its action plan with the aim of making improvements. The following table shows, per division, the variations in percentages compared to the 2017 figures.
| Division | Working conditions % improvement |
Prevention management % improvement |
|---|---|---|
| North Europe | 5% | 0% |
| South Europe | 2% | 5% |
| North America | 16% | 3% |
| South America | 9% | 13% |
| Asia | 9% | 10% |
| Edscha | 6% | 7% |
| Tooling | 12% | 11% |
| Gestamp | 8% | 6% |
Despite the Group's growth, in terms of business and people, the company has not only maintained the rates, but rather has improved on them, which is a clear indication of its effort in the area of prevention.

| 2006 | 2018 | Evolution | |
|---|---|---|---|
| Employees | 9,849 | 43,553 | 342% |
| Accidents | 1,059 | 1,109 | 4.7% |
| Traditional Indicators | 2017 | 2018 |
|---|---|---|
| Frequency Rate1 | 11 | 12 |
| Severity Rate2 | 0.14 | 0.19 |
| Fatal Accidents3 | 2 | 0 |
(1) Frequency Rate: Number of accidents/Number of hours worked
(2) Severity Rate: No. of work days (M-F) lost / 1,000 hours worked.
(3) Number of fatal accidents: No. of fatal accidents that occurred.
The system used by Gestamp accounts for accidents and occupational diseases without distinction, but there is a classification of the reasons why these accidents or diseases have occurred, which makes it possible to distinguish them and see the severity of the same. In 2018, according to this classification, there was one occupational disease and no fatal accident.

Gestamp has a training model that aims to achieve three fundamental objectives:
To ensure that this model works, Gestamp entrusts 75% of its learning activities to a network of internal trainers and experts who transmit the principles and values of the company, as well as its current and future processes and operations.
During the 2018 financial year, Gestamp taught 1.2 million hours of training (1,209,788).
The number of training attendees was 189,916 in 22 countries and the average number of training hours undertaken per employee of the average workforce was 28.
The Corporate University has dedicated 84% of its activity to training programmes. This includes training on specific technical-industrial abilities and skills, including knowledge on new materials, innovation processes, and on state-of-the-art technologies and products, as well as on business skills, such as project, finance and information management.
At Gestamp, knowledge is structured and deployed through the academies of the Corporate University. It can be accessed at any time and from any location through the Gestamp Virtual Campus, Gestamp Global Learning or face-to-face through the Group's different training centres. Some of these academies include the GTI (Gestamp Technology Institute) in Boroa (Spain) and the Gestamp Talent Academy in Aycliff (UK), which incorporated 23 new programmes in 2018 aimed at providing new skill and updating existing ones.
In addition to the training, Gestamp is committed to developing the people who are key to our success. In 2018, Gestamp designed a Leadership Skills Model, which sets out a total of 18 skills divided into 3 levels (self-leadership, leading people and leading growth), encompassing everyone in the organisation.
Two different initiatives from this model were undertaken throughout 2018:
Training under Gestamp's Leadership Model. Assessment and implementation through 4 different pilot projects at plants in Aguascalientes (Mexico), Santa Isabel (Brazil), Linares (Spain) and Shenyang (China). At these plants, over 700 people were trained under this model and over 150 received training on how to give feedback to their teams. Over 1,000 hours of training were taught. The model will be implemented throughout 2019 in the rest of the Group's plants, taking into account the improvements detected in the pilot projects.

Leading One Gestamp – Development Programmes for Country Managers and Plant Managers. In 2018, plant managers, up to a total of 67, continued to be trained in developing their operational, strategic and leadership skills through an innovative training solution based on a business simulator. The overall rating of the course was 4.5/5 and it will continue expanding to other groups in the future.
For the Group, the process of attracting, developing and retaining talent is fundamental to ensure success in undertaking the strategy and to have the best professionals.
In 2018, in order to develop and retain talent, given the growth seen in recent years, and to aid consolidation of the company's internationalisation process, Gestamp launched a new project geared towards more global talent management. This project allows talent to be identified and monitored by using the same criteria, tools and methodologies throughout the entire organisation. As such, the company can accompany employees in their professional development and eventually promote them according to the needs of the Group at any given time.
To attract talent, Gestamp has diverse local and corporate initiatives. At the Corporate University, collaborations have taken place with educational institutions, such as the University of Comillas, the Engineering School (Tecnun) of the University of Navarra, the Mondragon University and professional training centres, on developing programmes that help to meet the needs of the Group relating to high specialisation profiles.
The International Master's on Industrial Project Management, the Engineering Development Programme, and professional certificates for tool and die making, metrology, servicing press lines and SAP FI/CO analysing, are just a few examples of those carried out, mainly at Gestamp Technology Institute, that base their methodology on learning a combination of theory and practice.
In 2018, the Gestamp Group hired 77% of the students that had completed programmes at the academy.
Gestamp respects the rights of equality and non-discrimination on the grounds of gender, sexual orientation, social origin, ethnic origin, age, disability and religion, among others. This is provided for in our Code of Conduct and under the 6th Sustainable Development goal of the UN Global Compact, which we have complied with since 2008.
In 2018, as a complement to this principle, 78 work centres locally developed special plans of equality and measures to foster equal opportunities, mainly in selection processes, wage policy, training and development, as well as in organising work and personal time.
The presence of women is scarce in the automotive sector. At Gestamp, women represent 17% of the Group's total workforce. In terms of holding positions of responsibility, according to the Gestamp Global Grading System (G3S) methodology, 18.5% of management and 18.4% of medium level positions were held by women.

It is rather difficult to find women in selection processes for certain common positions in our business, such as die makers, welders or maintenance specialists, although in some work centres there is almost an equal number of men and women. This is the case in Gestamp Cerveira (Portugal) and Edscha Kamenice (Germany).
To foster female talent and to try to reverse the primarily male trend in the sector, as well as to ensure the development of digital skills, Gestamp launches different projects.
For a global company like Gestamp, with intensive labour, it is an important and strategic aspect to uphold human rights as a set of universal conduct standards that are applicable to all companies in all geographical areas.
Gestamp believes respect for Human Rights to be fundamental. For that reason, they are largely set out in the Code of Conduct, which is in line with the main international initiatives in this area, such as:
In 2017, Gestamp carried out a study in order to analyse the Human Rights situation in all of its work centres around the world.

With this project, the company achieved the following:
Gestamp has had a Code of Conduct since 2011. The Code of Conduct is the common reference framework for the ethical and respectful behaviour of employees in all of the countries in which Gestamp operates, regardless of the cultural particularities of each geographic region. It contains the rules of conduct based on the corporate principles and on the ten principles of the UN Global Compact relating to human rights, labour standards, environmental standards and the fight against corruption.
The Code of Conduct is 100% applicable to Gestamp as a whole, including all its organisational areas, and to all employees who are contractually bound to the companies in the Group and to any subsidiary in which Gestamp has majority shareholder status.

In 2018, a review and update of the Code of Conduct was undertaken to adapt it to the new listedcompany situation as required by investors and the CNMV, while also adapting the Code to events that have arisen in the Group since 2011.
The main changes have been:
The new version was approved by the Ethics Committee, the Audit Committee and, finally, by the Board of Directors on 7 May 2018.
The Code of Conduct is available on the Group's website, where it can be downloaded by users in any of the 18 languages spoken in the Group.
In 2018, replicating the action for the initial launch in 2011, the Group presented the Code of Conduct to the Group's employees, who were also asked to confirm receipt of the Code online. At present, the document 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:
In both cases, the Group asks employees for the confirmation of receipt of the Code of Conduct training.
To ensure implementation and compliance with the internal regulations, Gestamp has the following bodies:

In order to handle communications in accordance with its internal regulations, regardless of whether they are suggestions, consultations, doubts or non-compliances, Gestamp has established several channels.
On the one hand, there is the usual channel with assigned representatives in each work centre, through which employees can present their complaints and allegations. Every month, the representatives report the allegations to the person responsible of the compliance office by means of a template.
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 whistleblower, distinguishing between:
Both channels are available both on the Gestamp intranet and on the website.
In 2018, 122 communications were received, 120 of which were complaints regarding potential breaches and 2 were queries and suggestions. 23 complaints were received through the representatives, 31 directly through the Compliance Office by email and 66 through SpeakUp Line. All the cases reported have been investigated, 10 cases have been archived due to lack of information. As a result of the investigations, in the cases considered necessary, the appropriate measures have been taken, including 15 dismissals.

| Complaints received | Cases | Dismissals |
|---|---|---|
| Integrity in the workplace: Health and Safety, Equal opportunities, A respectful working environment and fair treatment, Harassment, Respect for freedom of association and thought. |
79 | 4 |
| Integrity in the supply chain: Conflicts of Interest, Limitations and incompatibilities, Requesting and accepting gifts and hospitalities, Offering and giving gifts and hospitality, Bribery and corruption, Political activity. |
25 | 5 |
| Integrity regarding our shareholders and business partners: Reliability of information, Data handling, Privacy and confidentiality, Control of insider information, Asset protection. |
13 | 6 |
| Integrity in our environment: Environment, Community commitment |
3 | 0 |
| TOTAL | 120 | 15 |
Corruption, fraud and money laundering are phenomena present in current society. These illegal activities stunt economic and social development, debilitate the Rule of Law and, from a business perspective, are detrimental to the market and corporate reputation.
With the aim of preventing corruption, bribery and money laundering (as well as other illicit conduct), Gestamp has a system of rules, bodies and procedures that seek to strengthen a global culture of compliance and to eradicate any illicit activity.
As mentioned in the previous sections, Gestamp has a Code of Conduct that defines the ethical conduct rules required by all of the Group's employees, fostering ethical and honest behaviour.
On 17 December 2018, Gestamp's Board of Directors approved the Group's Anti-Corruption and Anti-Fraud Policy. This policy develops the internal regulations already established in the Code of Conduct relating to corruption, fraud and bribery. Its purpose isto design and establish the general guidelines for action that must be followed by the directors, managers and employees who are contractually bound to the Group's companies, as well as by third parties that liaise with the Group, in order to send out a strong and clear message against corruption and fraud in all of its forms and to explicitly declare its commitment to avoiding said conduct within the organisation.
This policy sets out a series of action principles and rules relating to corruption and fraud, gifts and entertainment, and donations and grants, which must take precedence in any business activity undertaken in the Group.
The Group is also aligned with the main international references on corporate responsibility and anticorruption, including the tenth principal of the UN Global Compact, the recommendations of the Organisation for Economic Co-operation and Development (OECD), the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act.
To guarantee compliance with the aforementioned rules of conduct, Gestamp has a Regulatory Compliance Unit, which is additional to the supervision and control bodies mentioned in the section of the Code of Conduct, such as the Ethics Committee and the Compliance Office. The Compliance Unit is a body that reports to the Legal Department and is in charge of ensuring compliance with the Group's internal regulations and any external regulation (including, for reference purposes, laws, regulations and agreements) that is applicable to the Group.
For complaints relating to corruption, bribery and money laundering, Gestamp makes available all the complaint channels set up for other infringements of the Code of Conduct (hierarchical superior, Compliance Office and SpeakUp Line).
Irregularities and possible criminal acts are analysed and investigated as quickly as possible, applying the principles of confidentiality, non-retaliation and protection of personal data to all those involved in the investigation process, with a focus on the whistle blower and accused party.
If the infringement is proven, the corresponding sanction shall be imposed by the competent internal bodies.
The Group is committed to collaborating and cooperating with the authorities and judicial and administrative bodies in relation to the investigation of alleged criminal acts that may be committed within the Group.
The Group promotes a culture of integrity through ongoing ethics and compliance training. It will also encourage employees, partners, suppliers and customers to be aware of this Policy and to follow the behavioural guidelines in compliance therewith.

Gestamp is a powerful driving force behind local development in the communities in which their plants are located, creating employment, working with local suppliers, collaborating with organisations and institutions, or getting involved in social initiatives.
Gestamp has always been committed to a sustainable business project (previously explained in the introduction section) and, as part of it, it establishes relationships with different stakeholders in the communities in which it operates.
It gets actively involved in various initiatives aimed at benefiting the different communities. These initiatives are of an economic (clusters and business associations) and social nature (supporting improvement projects in education, environmental awareness raising, integration of disadvantaged groups, etc.) that arise from the knowledge of each plant on the social reality that surrounds them and that reflect Gestamp's commitment to local development.
Gestamp participates in organisations, institutions and forums that aim to foster socio-economic, innovation and quality development and to contribute to spreading knowledge from the automotive sector in the countries where it operates.
The following are just a few of them:

Since 2013, Gestamp has been adhering to the LBG (London Benchmarking Group) methodology with the aim of identifying, classifying and assessing the not-for-profit contributions that each one of its companies individually makes in the community in which it operates.
Following application of the methodology, in 2018, a total of 206 social and not-for-profit activities were identified that have benefited 418 organisations and in which a total of 6,702 employees voluntarily participated. The total value of the contribution amounts to 1,670,662 euros.
In terms of the type of contributions, the majority of activities undertaken related to monetary contributions (79.6%), which was followed by the time employees dedicated to causes during their work hours (15.7%). Another contribution, albeit representing a small percentage (4.7%), were in-kind contributions, such as donating leftover materials from works to non-profit organisations, furniture to families affected by natural disasters, surplus office supplies, etc.

| Area of action | Economic value | % |
|---|---|---|
| Education and youth | €658,533 | 39.4% |
| Health | € 82,460 | 4.9% |
| Socio-economic development | € 769,618 | 46.1% |
| Environment | € 17,466 | 1.0% |
| Art and culture | € 41,453 | 2.5% |
| Social wellbeing | € 91,753 | 5.5% |
| Humanitarian aid | € 9,380 | 0.6% |
| TOTAL | € 1,670,662 | 100% |
Gestamp's social action is also aligned with the Sustainable Development Goals of the United Nations (SDGs). As such, the previously mentioned activities correspond to:

95.8% of the social contribution is related to the
As a strategic focus, Gestamp significantly contributes to the technical-industrial training and education of local residents. It undertakes collaboration agreements and direct donations in the form of grants with regional universities, business schools and vocational training centres.
Gestamp provides young people, so-called apprentices, the opportunity to combine theory and practice through its dual study programmes, which are taught around the world.
Apprentices combine practical training in the company with theoretical sessions taught in vocational training centres.

The aim of this kind of training is to:
In general, apprentices who work at a Gestamp centre are accompanied during normal working hours by a tutor, they have a contract, are registered with the Social Security and earn a small wage. In 2018, Gestamp took on 731 apprentices and internships, up 12.6% on 2017.
On a corporate level, there are a number of initiatives, such as those mentioned in the Training and Development chapter.
Gestamp relies on its network of suppliers to carry out its activity. In 2018, the Group had 20,318 suppliers (95% local), through which it spent €7,295 m.
In addition to the economic impulse of demand on suppliers, Gestamp collaborates with a number of strategic suppliers with whom it undertakes key activities in its business model and whose competitive boost helps in seeking common benefit. Gestamp has a close relationship with raw material companies, suppliers of capital goods and production engineering, which accompany the construction and launch of new manufacturing plants throughout the world, and with subcontracted stamping companies that provide contrasted, flexible manufacturing.
Due to the growing globalisation of the business, managing the supply chain has become more complicated. Therefore, the Group has a methodology for the global management of suppliers. This methodology is called Gestamp Supplier Risk Management (SRM).
Its aim is to be able to effectively and consistently evaluate the performance of suppliers and to ensure that our supply chain meets all of the automotive requisites, as well as the local and international legal and regulatory standards, that are key elements in guaranteeing the continuity of the business. The evaluation is based on quality and sustainability (working conditions, health and safety, equality, environmental aspects, and business ethics).
The 2018 Corporate Social Responsibility Requirement for Gestamp suppliers were updated, now available on the website and on the Supplier Portal.
In the quality audits carried out by the Group, 317 suppliers were evaluated under sustainability criteria.
The classification of the audits was as follows:
A: Top suppliers = 108 (34%)

Out of the suppliers that were audited on more than one occasion, 55% obtained a better rating on the last audit.
Many of the products produced by Gestamp help manufacturers to comply with safety regulations, which are becoming increasingly complex and difficult to address with regard to the comprehensive safety of vehicles. This is due to the fact that safety is one of the Group's strategic lines in the area of innovation and development, and it is implemented through:
Furthermore, the Gestamp Quality System, a management system, helps the company to continuously improve by focusing on complying with client requirements and fostering prevention over detection, which results in a reduction in defects and waste in the supply chain, while also being safe and sustainable.
A follow-up on the quality performance of parts delivered to clients is undertaken through internal audits, including on products, processes and systems, as well as through the use of indicators at all levels of the organisation (plants, regions, divisions and corporations).
All the incidents that occurred during the year were resolved between the automotive manufacturers and the Group, which favourably managed the incidents within the optimal timeframes. That ensured that final users did not face any inconvenience whatsoever and no vehicle in the possession of a final user was recalled for a revision for any reason relating to the products supplied by the Group in 2018.
The manner in which said incidents were handled was the key element in resolving them. As such, there was no need to resort to the insurance guarantees that the Group has taken out.
Gestamp bases its fiscal strategy on current national and international fiscal regulations, aware of the importance and need of its contribution to the public finances in the different territories in which it operates.
The Fiscal Policy is based on four basic pillars:
Responsibility at all tax-related decisions and actions.

The bodies at Gestamp that are competent and responsible for the fiscal area include the Board of Administration, the Audit Committee, the Risk Committees, the Fiscal Area of the Legal Advice and Tax Department, and the Internal Audit and Risk Management Department.
In particular, the Fiscal Area of the Legal Advice and Tax Department is in charge of preserving and developing all the principles and values of Gestamp in the area of taxation and of overseeing their fulfilment, defining and establishing the required control mechanisms. It also provides information on fiscal risks and their management to the Internal Audit and Risk Management Department which, in turn, follows up and monitors said risks, including them in the Group's Comprehensive Risk Management System and informing the Audit Committee of them.

| Information by country of payments for corporation tax, profit before taxes and grants (in million euros) | ||||
|---|---|---|---|---|
| ----------------------------------------------------------------------------------------------------------- | -- | -- | -- | -- |
| Country | Total Payment CIT |
Profit/(loss) before taxes* |
Capital Grants |
Grants related to income |
|---|---|---|---|---|
| Germany | -7.7 | 17.2 | 2.1 | 0.0 |
| Argentina | 5.7 | 5.5 | 0.0 | 0.1 |
| Belgium | 0.0 | 0.0 | 0.0 | 0.0 |
| Brazil | -5.2 | 8.6 | 0.0 | 0.0 |
| China | -6.5 | 41.9 | 0.0 | 0.7 |
| South Korea | -1.4 | 10.7 | 0.0 | 0.0 |
| Slovakia | -2.6 | 19.4 | 1.9 | 0.0 |
| Spain | -26.4 | 75.2 | 1.1 | 6.1 |
| United States | 1.1 | -5.8 | 0.0 | 1.3 |
| France | 2.3 | 29.0 | 0.1 | 0.4 |
| Hungry | 0.0 | -4.1 | 0.0 | 0.0 |
| India | -7.5 | 23.8 | 0.0 | 0.0 |
| Japan | 0.0 | -2.0 | 0.0 | 0.0 |
| Luxembourg | -0.6 | -0.2 | 0.0 | 0.0 |
| Morocco | 0.0 | -0.2 | 0.0 | 0.0 |
| Mexico | -22.6 | 66.8 | 0.0 | 0.0 |
| Poland | -0.6 | 28.7 | 0.0 | 0.0 |
| Portugal | -1.9 | 23.1 | 0.4 | 0.0 |
| United Kingdom | -2.9 | 34.5 | 0.0 | 0.3 |
| Czech Republic | -2.0 | 0.3 | 0.0 | 0.4 |
| Romania | -0.4 | -3.0 | 0.0 | 0.0 |
| Russia | -2.9 | 4.5 | 0.0 | 0.0 |
| Sweden | -0.1 | -9.9 | 0.0 | 0.0 |
| Thailand | -0.1 | 1.1 | 0.0 | 0.0 |
| Turkey | -1.5 | 29.5 | 0.0 | 0.0 |
(*) Financial results derived from intra-group or partner financing have been eliminated in the results before taxes by country in the United States, Sweden and Luxembourg.

| Compliance with Law 11/2018 index | Reference Framework |
Page | Reason for omission | ||
|---|---|---|---|---|---|
| General Information issues - GRI: 102-3 | |||||
| Business Model | Brief description of the group's business model |
GRI 102-2, 102-3, 102-4, 102-6, 102-7, 102-14, 102-15 |
3-4 | ||
| General | Reference in the report | GRI 102-54, 102- 46, 102-47 |
16 | ||
| Management approach |
Description of the policies implemented by the company |
GRI 103-1 | 16-51 | ||
| Description of the policies´ results associated |
GRI 103-3 | 16-51 | |||
| Description of the main risks associated with social and employee related matters linked to the company's operations |
GRI 102-15 | 16-51 | |||
| Environmental issues - GRI: 103-2 | |||||
| Environmental management |
Information on the current and foreseeable impact of the company's activities on the environment and, when applicable, on health and safety |
GRI 307-1, 308-2 | 20-21 | ||
| Environmental assessment and certification procedures |
GRI 103-2, 308-1 ISO 14001 y EMAS II |
21 | |||
| Resources devoted to environmental risk prevention |
Financial accounting System |
21 | |||
| Implementation of the precautionary principle |
GRI 102-11 | 21 | |||
| Amount of provisions and warranties for environmental risks |
Insurance policy | 21 | |||
| Pollution | Measures to prevent, reduce or repair emissions that seriously affect the environment, including any form air, noise and light pollution. |
GRI 305-1, 305-2, 305-3, 305-6, 305-7 |
21-22 | ||
| Circular economy and Waste prevention and management |
Measures related to prevention, recycling, reuse and other form of waste recovery and disposal |
GRI 301-2, 301-3, 306-1, 306-2 Gestamp Environmental System |
23-24 |

| Actions to avoid food waste | - | Not applicable | ||
|---|---|---|---|---|
| Sustainable use of resources |
Water consumption and water supply in accordance with local limitations |
GRI 303-1 Gestamp Environmental System |
24-25 | |
| Raw materials consumption | GRI 301-1, 301-2 Gestamp Environmental System |
25 | ||
| Measures to improve use efficiency |
GRI 302-4, 302-5 Gestamp Environmental System |
22-23 | ||
| Direct and indirect energy consumption |
GRI 302-1, 302-2 Gestamp Environmental System |
24 | ||
| Measures to improve energy efficiency |
GRI 203-1, 302-1, 302-4, 302-5 Gestamp Energy Efficiency System |
22-23 | ||
| Use of renewable energy | - | Not applicable | ||
| Climate Change | Relevant aspects regarding greenhouse gas emissions as a result of the company´s activity, including goods and services produced by the company |
GRI 201-2, 305-1, 305-2, 305-3 Carbon Disclosure Project |
21-22 | |
| Measures to adapt to climate change |
GRI 103-2, 201-2 Carbon Disclosure Project |
21-23 | ||
| Voluntary medium to long-term greenhouse gas emission reduction targets and resources assigned to achieve such targets |
GRI 305-5, 301-1 Carbon Disclosure Project |
21-23 | ||
| Biodiversity | Measures to preserve or restore biodiversity |
GRI 304-3 | 25 | Not applicable |
| Business impact on protected areas |
GRI 304-2, 303-2 | 25 | Not applicable |

| Social and employee-related issues - GRI: 103-2; 102-8 | |||||
|---|---|---|---|---|---|
| Employment | Total number of employees and distribution by country, gender and age |
GRI 405-1 | 27 | ||
| Total number of employees and distribution by occupational classification |
GRI 401-1 Gestamp Global Grading System |
29 | |||
| Total number of employment contracts and its distribution by type |
GRI 401-1 | 28 | |||
| Annual average of permanent, temporary and part-time contracts distributed by gender, age and occupational classification |
GRI 401-1, 405-1 | 28 | Information available by country and contract type |
||
| Total number of dismissals by gender, age and occupational classification |
GRI 401-1 | 43 | Information not available with the level of detail required |
||
| Gender pay gap | GRI 405-2 Gestamp Global Grading System |
30 | Spain information reported |
||
| Remuneration for equal or average jobs in society |
GRI 405-2 Internal framework: Gestamp Global Grading System |
30 | Information not available with the level of detail required |
||
| Average remuneration of Board Members broken down by gender |
GRI 102-35 Annual Report on Corporate Governance and Annual Remuneration Report |
31 | |||
| Average remuneration of Senior Managers broken down by gender |
GRI 102-35 Annual Report on Corporate Governance |
32 | |||
| Implementation of policies to allow employees to disconnect from work |
- | 33 | Work disconnection policies not available. 78.5% of our workforce is directly involved in manufacturing processes |

| Number of employees with disabilities |
GRI 405-1 | 32 | ||
|---|---|---|---|---|
| Work organization |
Working hours organization | GRI 401-2, 401-3 | 33 | |
| Number of hours of absenteeism | GRI 403-2 Gestamp SAP HCM and BW |
33 | ||
| Measures to promote work-life balance and co-parenting responsibilities |
Internal framework: Gestamp Health and Safety System |
33 | ||
| Health and Safety | Occupational health and safety conditions |
GRI 403-1, 403-2, 403-3, 403-4 Gestamp Health and Safety System |
34-36 | |
| Accident rates broken down by gender |
GRI 403-2, 403-3: Gestamp Health and Safety System |
36 | Information not available broken down by gender |
|
| Frequency rate broken down by gender |
GRI 403-2 Gestamp Health and Safety System |
36 | Information not available broken down by gender |
|
| Severity rate broken down by gender |
GRI 403-2 Gestamp Health and Safety System |
36 | Information not available broken down by gender |
|
| Occupational illnesses broken down by gender |
GRI 403-2 Gestamp Health and Safety System |
36 | Information not available broken down by gender |
|
| Respect for Human Rights matters - GRI: 103-2; 102-15; 102-16; 102-17 | ||||
| Labour relations | Social dialogue organization, including procedures to inform and consult with employees and to negotiate with them |
GRI 402-1, 403-1, 403-4 |
33-34 | |
| Percentage of employees covered by collective agreements and by country |
GRI 102-41 | 34 | ||
| Results of collective agreements, especially in the field of health and safety |
GRI 102-41, 403-4 | 33-34 | ||
| Training | Training policies implemented | GRI 404-2 | 37-38 |

| Total number of training hours by professional category |
GRI 404-1 | 37 | ||
|---|---|---|---|---|
| Accessibility | Universal accessibility of people with disabilities |
GRI 405-1 | 32 | |
| Measures taken to promote equal treatment and equal opportunities for women and men |
GRI 401-3, 405-1, 405-2 |
38-39 | ||
| Equality plans, measures taken to promote employment, protocols against sexual harassment and on the basis of gender |
GRI 103-2, 405-1 | 38-39 | ||
| Equality | Integration and universal accessibility for people with disabilities |
GRI 405-1 | 32 | |
| Company's policy against any type of discrimination and, when applicable, the diversity management policy |
GRI 103-2, 406-1 | 38-40 | ||
| Implementation of human rights due diligence procedures |
GRI 103-2, 412-2 Gestamp Code of Conduct |
39-43 | ||
| Measures to prevent and manage potential human rights abuses and, when applicable, measures to mitigate, manage and repair potential human rights violations |
GRI 412-2 Gestamp Code of Conduct |
39-43 | ||
| Reported cases of human rights violations |
GRI 406-1 Gestamp Code of Conduct |
39-43 | ||
| Promotion and compliance with ILO´s provisions related to freedom of association and collective bargaining |
GRI 407-1, 408-1, 409-1, 410-1 Gestamp Code of Conduct |
39-43 | ||
| Elimination of occupational and work discrimination |
GRI 405-1 Gestamp Code of Conduct |
39-43 | ||
| Elimination of forced or compulsory labour |
GRI 409-1 Gestamp Code of Conduct |
39-43 |

| Effective abolition of child labour | GRI 408-1 Gestamp Code of Conduct |
39-43 | ||
|---|---|---|---|---|
| Corruption and bribery issues - GRI: 103-2; 102-15; 102-16; 102-17 | ||||
| Information related to corruption and bribery |
Measures to prevent corruption and bribery |
GRI 205-1, 205-2, 419-1 Gestamp Code of Conduct |
43-44 | |
| Measures to prevent money laundering |
GRI 205-2, 419-1 | 43-44 | ||
| Contributions to non-for-profit organizations |
GRI 201-1, 413-1 London Benchmarking Group |
45-47 | ||
| Information about Society issues - GRI: 103-2; 413-1 | ||||
| Commitment with sustainable development |
Impact of the company's activity on employment and local development |
GRI 102-42, 102-43 | 45-47 | |
| Impact of the company's activity on local populations and territories |
GRI 411-1, 413-2 SDGs and London Benchmarking Group |
45-47 | ||
| Company's relations with local communities 'agents and dialogue channels |
GRI 102-43 | 45-47 | ||
| Partnerships and Sponsorship actions |
GRI 203-1, 102-12, 102-16, 102-13 |
45-47 | ||
| Sustainable supply chain |
Inclusion of social, gender equality and environmental matters in the company's purchasing policy |
GRI 102-9, 308-1, 414-1 Gestamp Code of Conduct, and Corporate Social Responsibility Requisites for Gestamp suppliers |
48-49 | |
| Attention given to the social and environmental responsibility of subcontractors and suppliers |
GRI 102-9, 414-2 Gestamp Code of Conduct, and Corporate Social Responsibility Requisites for Gestamp suppliers |
48-49 | ||
| Supervision and audit systems and their results |
GRI 308-2, 407-1, 408-1, 409-1 Gestamp Supplier Risk Management System |
48-49 | ||
| Consumer relationship management |
Measures of Health and safety for consumers |
GRI 416-1 Gestamp Quality System |
49 |

| Complaints system | GRI 416-2, 418-1 | 49 | ||
|---|---|---|---|---|
| Complaints received and resolution of them |
GRI 103-2, 416-2, 417-2 |
49 | ||
| Tax information | Profits obtained per country | GRI 201-1 | 51 | |
| Taxes paid on profits | - | 51 | ||
| Public subsidies received | GRI 201-4 | 51 |
During 2018 Gestamp continued to work and collaborate with OEMs in the design of new models.
Gestamp R&D engineers work with OEMs in order to introduce new materials and technologies in their designs to reduce vehicle weight, which translates into a reduction in CO2 emissions for Internal Combustion Engine (ICE) cars, while improving safety.
Electrification is an important driver for the automotive sector in terms of new challenges in the development of body in white and chassis. EV-design requirements, new products and crash behavior varies significantly from ICE. Comfort becomes even more important in the case of EVs.
Gestamp continued to work on the designs of new ICE models together with new EV models which has led to an increase in the number of co-developments. Gestamp has more than 275 co-development programs with its clients in BiW (Body in White), Chassis and Mechanisms. These collaborations have resulted in the achievement in 2018 of new important contract wins.
As more next generation vehicles start to hit the roads, OEMs will have to shorten development cycles.
This agility is achieved by creating digital clone models. These models enable much of the development and testing to take place in the virtual world and thereby accelerating the design, test and approval cycle.

Gestamp has several virtual models for ICE cars and in 2018 developed virtual models for PHEV and EVs as well. Thanks to these models the appropriateness of introducing new designs and / or materials in the BIW and chassis can be predicted.
Thanks to our 13 R&D centers located nearby the OEMs' Hubs, Gestamp is able to offer local support during the development phase.
OEMs are focused on platform sharing and standardization to rationalize their product development and production costs, besides significantly reducing the product-conception-to-launch time.
To follow this strategy, engineering should be common across different vehicle models.
Gestamp is one of the most important platform development and suppliers for ICE platforms. During 2018 Gestamp collaborated in the development of several 'Multi-energy' and pure EV platforms that allow us to obtain important serial production businesses for different OEMs Globally.
Gestamp is a pioneer company in the implementation of hot stamping technology in the automotive sector and during 2018 has continued to innovate in this technology.
Hot stamping is a technology that significantly changed the architecture of the vehicle as it enables the production of lighter parts, while it increases safety in case of collision. We believe that EV architecture will increase the amount of hot stamping parts, as it represents the best weight/cost performance ratio that allows EV cars to further reduce weight and therefore increase the cars' autonomy range.
In its co-development projects with OEMs Gestamp introduces new generation of hot stamping materials that allows to reduce weight.
As of December 31st, 2018, the Group had 91 hot stamping lines installed worldwide and, as a result of the project contracts awarded, Gestamp expects to continue to grow the number of new hot stamping lines in all of its regions in the coming years.


In R&D, management of innovation is a key and Gestamp has finalized the development of new technology solutions to fulfill the weight/crash/cost requirements for EV architectures.
Among these new technologies Gestamp has developed a new Multistep hot stamping process that will enable new designs with better performance and lower costs. First production line was installed in Gestamp thanks to the new business award from a German OEM.
Gestamp evaluates new ultra-high grade materials and determinates parameters for crash simulation and production feasibility. These material and their cards are a very important tool to ensure the good performance of the products we develop both during virtual simulation and during serial production. We believe this solutions will be introduce into CMS products.
Gestamp has designed new Laser BKT processes for new generation of ultra-high grades such as 2000MPa materials, this new technology will allow the use of this ultra-high grade hot stamping materials in crash areas and will reduce consequently the weight of the body.
No material developments, that significantly affect the annual accounts of Gestamp S.A., have taken place since the close at 31st December 2018 up to the date of preparation of the present annual accounts.
On 27 July 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V., S.A.U., adapted to Circular 1/2017, of 26 April, of the CNMV.
The framework of this agreement will be the Spanish stock markets.
This agreement stipulates the conditions in which the financial intermediary will operate for the account of the issuer, buying or selling own shares of the latter, with the sole objective of favouring the liquidity and regularity of their listing, and it will have a duration of 12 months, deemed to be tacitly extended for the same period, unless indicated otherwise by the parties.
The amount earmarked to the cash account associated with the agreement is 9,000 thousand euros.
The own shares at 31 December 2018 represented 0.19% of the Parent Company's share capital and comprised 1,078,834 shares at an average acquisition price of 5.60 euros per share.

The movement in 2018 was as follows:
| Number of own shares | Thousands of euros | |
|---|---|---|
| Balance at December 31, 2017 | - | - |
| Increases/Purchases | 2,648,637 | 15,497 |
| Decreases/Sales | (1,569,803) | (9,456) |
| Balance at December 31, 2018 | 1,078,834 | 6,041 |
The sales price of the own shares detailed in the previous table amounted to 8,702 thousand euros, generating a negative result of 754 thousand euros. Likewise, the fees amounted to 13 thousand euros. The total result amounting to 767 thousand euros was recognised under Unrestricted reserves (Note 17.3).
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 Greenshoe of 23,308,331 shares). The price was set at 5.60 euros per share, representing an initial market capitalization of €3,222 million.
Since December 2017, the company's shares have been included in the IBEX Medium Cap index.
On June 4th, 2018, Acek Desarrollo y Gestión Industrial, S.L., major shareholder, sold 8,532,331 shares to minority shareholders, an amount representing 1.48% of the share capital of the company.
As of December 31st of 2018, 69.79% of the share capital was controlled (directly and indirectly) by Acek Desarrollo y Gestión Industrial S.L. (the Riberas Family industrial holding), being 57.265% owned by Acek and 12.525% by Mitsui. Gestamp's total Free Float amounted to 30.21% as of December 2018 (including shares held by the Board of Directors and Gestamp own shares that JB Capital Markets operates under the liquidity contract).


Please see below for Gestamp´s share price evolution since January 1 st, 2018:
As of December 31st, 2018, Gestamp's shares decreased by -16.6% since the 1st of January, implying a market capitalization of €2,860 million at the end of the year. Total volume traded during 2018 stood at 178 million shares or €1,131.75 million.
The shares reached its maximum level for the year on June 11 th 2018 (€7.42) and its minimum level on December 28 th 2018 (€4.86). During 2018, our average share price stood at €6.32.

The Group reported earnings per share of €0.45 in 2018. The most relevant information regarding the stock's evolution in 2018 is shown in the table below:
| (€) | 2018 | 2017 |
|---|---|---|
| Total Number of Shares | 575,514,360 | 575,514,360 |
| Share Price at year end | 4.97 | 5.96 |
| Market Cap. at year end (in Thousands) | 2,860 | 3,428 |
| Maximum Price | 7.42 | 6.29 |
| Date of Max. Price | 11/06/2018 | 17/07/2017 |
| Minimum Price | 4.86 | 5.10 |
| Date of Min. Price | 28/12/2018 | 18/04/2017 |
| Average Price | 6.32 | 5.75 |
| Total Volume (in Shares) | 177,884,263 | 275,205,128 |
| Average of Daily Volume Traded (in Shares) | 697,585 | 1,479,597 |
| Total Turnover (in Millions) | 1,131.75 | 1,550.54 |
| Average of Turnover Traded (in Thousands) | 4,438.23 | 8,336.22 |
Data as of December 31st, 2018. Source: Bloomberg & BME (Bolsa y Mercados Españoles)
In December 2018, the Board of Directors of Gestamp approved a new dividend policy. Gestamp will continue to distribute on an annual basis a total dividend equivalent to approximately 30% of the consolidated net profit for each year, but in two payments, anticipating part of the payment via an interim dividend:
Thus and in line with this new policy, the Board of Directors approved the distribution of an interim cash dividend against 2018 financial results for a gross amount of 0.065 euros per share, a dividend that was paid on January 14th, 2019.

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 annual coupon of 5.875%, and the other amounting to 350 million dollars with a 5.625% annual coupon.
On May 4 th, 2016 the Group issued a bond, through the subsidiary Gestamp Funding Luxembourg, S.A. for €500 million with an annual coupon of 3.5%. The issuance was used to fully refinance the May 2013 Euro bond and accrued interest. The US dollar bonds issued in May 2013 were fully refinanced on June 17th, 2016 with the tranche A2 of the new syndicated loan granted on May 20th, 2016. The maturity date of the bonds is May 15th, 2023.
On April 20th , 2018 the Group issued a new bond, through the Parent Company (Gestamp Automoción S.A.), amounting to €400 million with an annual coupon of 3.25%. The issuance was used to refinance certain of Gestamp's existing long and short-term debt facilities. The maturity date of the new bonds is April 30th, 2026.
This is the third time that Gestamp issues bonds since in 2013, showing diversification of financing sources by accessing the fixed income market. The coupon of the new issue has shown an improvement compared to the conditions recorded in the previous issues.
As of December 31st, 2018 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 April 19th, 2018 by Standard & Poor's and by Moody's.
| Corporate Credit Ratings | Current Rating | Outlook | Last Review |
|---|---|---|---|
| Standard & Poor's | BB | Stable | 19/04/2018 |
| Moody's | Ba2 | Stable | 19/04/2018 |
| Senior Secured Notes | Current Rating | Outlook | Last Review |
| Standard & Poor's | BB+ | Stable | 19/04/2018 |
| Moody's | Ba3 | Stable | 19/04/2018 |

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 2018 with commercial suppliers for parts manufactured in Spain have included periods of payment equal to or less than 60 days in 2018 and in 2017, according to the second transitory legal provision of the Law. (Refer to Note 35).
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 2018 and 2017, 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 2018 and 2017 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, 2018 and 2017 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.
IDENTIFICATION DETAILS OF THE
END OF REPORTING PERIOD 31/12/2018
Tax ID Code A48943864
ISSUER
Registered Name: GESTAMP AUTOMOCIÓN, S.A.
Registered Address: Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia
A.1 Complete the following table about the 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 | ||||
| Remarks |
State whether or not there are different classes of shares with different associated rights:
| Yes □ | No ☒ | |
|---|---|---|
| ------- | ------ | -- |
| Individual or company name |
% voting rights attributed to the shares Direct Indirect |
% voting rights through financial instruments |
% total voting | ||
|---|---|---|---|---|---|
| of shareholder |
Direct Indirect |
rights | |||
| Acek Desarrollo y Gestión Industrial, S.L. |
19.69 | 50.10 | - | - | 69.79 |
| Remarks | |
|---|---|
Details of the indirect shareholding:
| Individual or company name of indirect holder |
Individual or company name of direct holder |
% voting rights attributed to the shares |
% voting rights through financial instruments |
% total voting rights |
|---|---|---|---|---|
| Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. |
50.10 | 00.00 | 50.10 |
Remarks
State the most significant changes in the shareholding structure that have occurred during the financial year:
Most significant changes
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 company name of director |
% voting rights attributed to the shares |
% voting rights through financial instruments |
% total voting rights |
% voting rights that can be transferred through financial instruments |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| Mr. Francisco | 0.14 | - | - | - | 0.14 | - | - |
| López Peña | |||||||
| Mr. Javier | 0.00 | - | - | - | 0.00 | - | - |
| Rodríguez Pellitero | |||||||
| Mr. Alberto | 0.01 | - | - | - | 0.01 | - | - |
| Rodríguez-Fraile | |||||||
| Díaz | |||||||
| Mr. Pedro Sainz de | 0.01 | - | - | - | 0.01 | - | - |
| Baranda Riva |
| Total percentage of voting rights held by the board of directors | 0.16 | |
|---|---|---|
| -- | ------------------------------------------------------------------ | ------ |
Details of the indirect shareholding:
| Individual or company name of director |
Name or company name of the direct holder |
% voting rights attributed to the shares |
% voting rights through financial instruments |
% total voting rights |
% voting rights that can be transferred through financial instruments |
|---|---|---|---|---|---|
| - | - | - | - | - | - |
Remarks
| Remarks |
|---|
A.4 State, if applicable, the family, commercial, contractual, or corporate relationships between significant shareholders, insofar as they are known to the company, unless they are immaterial or result from the ordinary course of business, except those that are reported in section A.6:
| Related individual or company name |
Type of relationship | Brief description |
|---|---|---|
A.5 State, if applicable, the commercial, contractual, or corporate relationships between significant shareholders and the company and/or its group, unless they are immaterial or result from the ordinary course of business:
| Related individual or company name |
Type of relationship |
Brief description |
|---|---|---|
| Acek Desarrollo y Gestión | Contractual | Gestamp Automoción, S.A. |
| Industrial, S.L. | (hereinafter referred to as the | |
| Gestamp Automoción, S.A. | "Company") and any |
|
| companies belonging to its |
||
| group, of which the Company | ||
| is the parent entity, |
||
| (hereinafter referred to as the | ||
| "Group"), have a commercial, | ||
| contractual 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 | ||
| report. |
A.6 Describe the relationship, unless it is of little relevance to both parties, that exists between significant shareholders or representatives on the board and the directors, or their representatives, in the case of legal person directors.
Explain, where applicable, how significant shareholders are represented. Specifically, any directors who have been appointed on behalf of significant shareholders, those whose appointment was encouraged by significant shareholders, or who are related to significant shareholders and/or entities in their group, specifying the nature of such relationships, shall be indicated. In particular, mention shall be made, where appropriate, of the existence, identity and position of members of the board, or representatives of directors, of the listed company, who are, in turn, members of the management body, or their representatives, in companies which hold significant shareholdings in the listed company or in group entities of these significant shareholders.
| Individual or company name of the related director or representative |
Individual or company name of related significant shareholder |
Company name of the group company of the significant shareholder |
Description of relationship / position |
|---|---|---|---|
| Mr Francisco José Riberas Mera |
Acek Desarrollo y Gestión Industrial, S.L. |
Acek Desarrollo y Gestión Industrial, S.L. |
Director. He has control of 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. He is also Director of companies in the Acek Desarrollo y Gestión Industrial, S.L. group (hereinafter, "Acek Group"). |
| Mr. Juan María Riberas Mera |
Acek Desarrollo y Gestión Industrial, S.L. |
Acek Desarrollo y Gestión Industrial, S.L. |
Director. He has control of Ion-Ion S.L., a company that, together with the company Halekulani, S.L., controls the significant shareholder Acek Desarrollo y Gestión Industrial, S.L. He is also Director of companies in the Acek Group. |
| Mr. Francisco López Peña |
Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. He is Director of | Gestamp 2020, S.L. |
| Mr. Tomofumi Osaki | Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. He is Director of | Gestamp 2020, S.L. |
| Mr. Shinichi Hori | Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. He is Director of | Gestamp 2020, S.L. |
| Mr. Shinichi Hori | Acek Desarrollo y Gestión Industrial, S.L. |
GRI Renewable Industries, S.L., S.L. |
He is Director of GRI Renewable Industries, S.L. |
| Remarks | |
|---|---|
A.7 State whether any private shareholders' agreements (pactos parasociales) affecting the company pursuant to the provisions of Articles 530 and 531 of the Companies Act (Ley de Sociedades de Capital) have been reported to the company. If so, briefly describe them and list the shareholders bound by the agreement:
| Participants in the private shareholders' |
% of share capital affected |
Brief description of the | Expiration date of the |
|---|---|---|---|
| agreement | agreement | agreement, | |
| if any | |||
| Acek Desarrollo y Gestión Industrial, S.L. Mitsui & Co., Ltd Gestamp 2020, S.L. |
69.79 | This private shareholders' agreement was formalised on 23 December 2016 and it was reported by virtue of a Significant Event on 7 April 2017 (Record No. 250532). It regulates, among other aspects, corporate governance matters relating to the General Shareholders' Meeting and the Board of Directors of both Gestamp 2020, S.L., and the Company, as well as the |
- |
| transmission regime of shares of the Company. For further information, see note included in Section H. |
|||
| Mr. Francisco José Riberas Mera Halekulani S.L. Mr. Juan María Riberas Mera Ion-Ion, S.L. Acek Desarrollo Y Gestión Industrial S.L. |
69.79 | This protocol was formalised on 21 March 2017 and it was reported by virtue of a Significant Event on 7 April 2017 (Record No. 250503). It regulates specific aspects relating to the ownership and management of the Acek Group. In particular, the protocol regulates the procedure for deciding the direction of the vote of Acek Desarrollo y Gestión Industrial, S.L., with respect to the agreements adopted in the General Shareholders' Meeting of the Company and of Gestamp 2020, S.L., the first refusal and tag along rights regarding shares of Acek Desarrollo y Gestión Industrial, S.L., and the regime to solve deadlock situations |
- |
Yes ☒ No □
| that could affect the Company. For further information, see |
|
|---|---|
| note included in Section H. |
| Remarks |
|---|
| --------- |
State if the company is aware of the existence of concerted actions among its shareholders. If so, briefly describe them:
Yes □ No ☒
| Participants in concerted action |
% of share capital affected |
Brief description of the concerted action |
Expiration date of the agreement, if any |
|---|---|---|---|
| Remarks |
Expressly state whether or not any of such agreements, arrangements or concerted actions have been modified or terminated during the financial year:
Not applicable
A.8 State whether there is any individual or legal entity that exercises or may exercise control over the company pursuant to section 5 of the Securities Market Act (Ley del Mercado de Valores). If so, identify it:
Yes ☒ No □
| Individual or company name | |
|---|---|
| Acek Desarrollo y Gestión Industrial, S.L. |
Remarks 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 19.69% direct share in the capital of Gestamp Automoción, S.A. Therefore, Acek Desarrollo y Gestión Industrial, S.L., controls 69.79% 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 its entire share 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.9 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 |
|---|---|---|
| 1,078,834 | 0 | 0.19 |
Remarks The number of treasury shares of the Company included in this section are those corresponding to the operations carried out under the liquidity contract signed between the Company and JB Capital Markets, Sociedad de Valores, S.A.U. and notified to the market by means of a Significant Event dated 24 September 2018 (record number 269864).
| Individual or company name of direct holder of the interest |
Number of direct shares |
|---|---|
| Total: | |
| Remarks |
Explain any significant changes that have occurred during the year:
Explain any significant changes
A.10 Describe the conditions and duration of the powers currently in force given by the shareholders to the board of directors in order to issue, repurchase or transfer own shares of the company:
The Company's General Shareholders' Meeting, held on 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:
| % | ||||
|---|---|---|---|---|
| Estimated free float: | 29.86 | |||
| Remarks |
A.12 State whether there are any restrictions (statutory, legislative or of any kind) on the transfer of securities and/or any restrictions on voting rights. In particular, state whether there are any type of restrictions that may hinder the takeover of the company by means of the acquisition of its shares on the market, as well as any systems regarding prior authorisation or communication which, regarding the acquisitions or transfers of the company's financial instruments, are applicable to it by sectorial regulations.
Yes ☒ No □
| Description of restrictions | |
|---|---|
There are no statutory or legislative restrictions on the transfer of securities and or voting rights.
As stated in Section A.7 of this Annual Corporate Governance Report, Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd and Gestamp, 2020, S.L., formalised an agreement on 23 December 2016, which governs, among other aspects, the system for transferring the shares of the Company, owned by the shareholders who formalised said agreement. This transfer regime could hinder a takeover of the Company by means of the acquisition of its shares on the market. For further information see the Significant Event of 7 April 2017 (Record No. 250532) and the note included in section H.
Similarly, as stated in the aforementioned section, Mr. Francisco José Riberas Mera, 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. This the procedure for deciding the direction of the vote could hinder the takeover of the Company by means of the acquisition of its shares on the market. For further information, see the Significant Event of 7 April 2017 (Record No. 250503) and the note included in section H.
A.13 State whether or not the shareholders acting at a general shareholders' meeting have approved the adoption of breakthrough measures in the event of a takeover bid pursuant to the provisions of Law 6/2007.
$$\mathbf{\color{red}{Yes}}\Box\qquad\qquad\qquad\qquad\mathbf{\color{red}{No}\boxtimes}\Box$$
Explain the approved measures and the terms on which the restrictions will become ineffective.
A.14 State whether or not the company has issued securities that are not traded on an EU regulated market.
Yes ☒ No □
If applicable, specify the different classes of shares, if any, and the rights and obligations attached to each class of shares.
The Company has issued two senior notes traded on the Euro MTF market of the Luxembourg Stock Exchange, one through the wholly-owned investee Gestamp Funding Luxembourg, S.A., and the other in which the Company itself has acted as the issuer.
For further information relating to these debt instruments, see the website of the abovementioned market, www.bourse.lu.
B.1 State and, if applicable, describe whether or not there are differences with the minimum requirements set out in the Companies Act (LSC) regarding the quorum needed to hold a general shareholders' meeting.
Yes □ No ☒
| % quorum differing from that established in Art. 193 of Spanish Capital Companies Act (LSC) for general cases |
% quorum differing from that established in Art. 194 LSC for special cases pursuant to Art. 194 LSC |
|
|---|---|---|
| Quorum required on 1st call |
||
| Required quorum upon 2nd call |
B.2 State and, if applicable, describe any differences from the rules set out in the Companies Act for the adoption of corporate resolutions:
Yes □ No ☒
Describe how they differ from the rules provided by the Companies Act.
| % established by the | 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 |
|---|---|---|
| entity for the adoption of resolutions |
||
| 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 two previous financial years:
| Attendance data | |||||||
|---|---|---|---|---|---|---|---|
| Date of | % of | % of | % absentee voting | ||||
| general | shareholders | shareholders | Electronic | Others | % Total | ||
| sharehold | present in | represented by | voting | ||||
| ers' | person | proxy | |||||
| meeting | |||||||
| 07/05/2018 | 0.41 | 83.15 | 0 | 0.15 | 83.71 | ||
| Of which free float: |
0.27 | 11.88 | 0 | 0.15 | 12.30 | ||
| 22/03/2017 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 03/03/2017 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 13/12/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 27/06/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 10/06/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 29/04/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 01/02/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 |
The data on attendance in person includes those shareholders natural persons present at the General Shareholders' Meeting. On the other side, data on attendance represented includes shareholders natural persons represented by proxies present at the General Shareholders' Meeting and shareholders legal entities which are largely the majority of the share capital.
B.5 State whether at the general meetings held throughout the year there were any items on the agenda that, for any reason, were not approved by the shareholders.
| Yes □ | No ☒ | ||
|---|---|---|---|
| Agenda items not approved | % votes against (*) | ||
(*) If the non-approval of the item is due to a reason other than a vote against, it is to be explained in the text part, placing "n/a" in the column "% votes against".
B.6 State whether or not there are any by-law restrictions requiring a minimum number of shares to attend the general shareholders' meeting, or to vote remotely:
| Yes □ | No ☒ | ||
|---|---|---|---|
| Number of shares required to attend the general shareholders' meeting |
|||
| Number of shares required to vote remotely |
B.7 State whether it has been established that certain decisions, other than those established by law, which involve the acquisition, disposal or contribution of essential assets to another company or other similar corporate operations, must be subject to the approval of the general shareholders' meeting.
Explanation regarding the decisions to be submitted to the board, other than those established by law
B.8 State the address and method for accessing the company's website to access information regarding corporate governance and other information regarding general shareholders' meetings that must be made available to the shareholders through the Company's website.
On the Company's website (www.gestamp.com), there is a Corporate Governance section, which can be accessed from the home page via the "Investors and Shareholders" section. In this section on Corporate Governance, information on the Company's corporate texts, the General Shareholders' Meeting and on the Board of Directors and its committees, among other content, can be accessed.
This section of "Corporate Governance" is accessible in two clicks from the home page.
C.1.1 Minimum and maximum number of directors provided for in the Articles of Association and the number set by the General Meeting:
Remarks
| Maximum number of directors |
15 |
|---|---|
| Minimum number of directors |
9 |
| Number set by the general meeting |
12 |
| Individual or company name of director |
Representative Category | of director |
Position on the Board |
Date of first appointment |
Date of last appointment |
Election procedure |
|---|---|---|---|---|---|---|
| Mr. Francisco José Riberas Mera |
- | Executive | Executive Chairman |
22/12/1997 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Francisco López Peña |
- | Executive | CEO | 05/03/2010 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Juan María Riberas Mera |
- | Proprietary | Vice chairman |
22/12/1997 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Shinichi Hori |
- | Proprietary | Member | 04/04/2018 | 04/04/2018 | Agreement of the Board of Directors |
| Mr. Tomofumi Osaki |
- | Proprietary | Member | 23/12/2016 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Alberto Rodríguez Fraile Díaz |
- | Coordinating Independent Director |
Member | 24/03/2017 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Javier Rodríguez Pellitero |
- | Independent Member | 24/03/2017 | 24/03/2017 | General Shareholders' Meeting Agreement. |
|
| Mr. Pedro Sainz de Baranda Riva |
- | Independent Member | 24/03/2017 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Ms. Ana | - | Independent Member | 24/03/2017 | 24/03/2017 | General | |
|---|---|---|---|---|---|---|
| García Fau | Shareholders' | |||||
| Meeting | ||||||
| Agreement. | ||||||
| Mr. César | - | Independent Member | 24/03/2017 | 24/03/2017 | General | |
| Cernuda Rego | Shareholders' | |||||
| Meeting | ||||||
| Agreement. | ||||||
| Mr. Geert | - | Other | Member | 29/06/2015 | 24/03/2017 | General |
| Maurice Van | External | Shareholders' | ||||
| Poelvoorde | Directors | Meeting | ||||
| Agreement. | ||||||
| Mr. Gonzalo | - | Other | Member | 24/03/2017 | 24/03/2017 | General |
| Urquijo | External | Shareholders' | ||||
| Fernández de | Directors | Meeting | ||||
| Araoz | Agreement. |
Total number of directors 12
State any resignations, dismissals or vacancies that have occurred for any other reason on the Board of Directors during the reporting period:
| Individual or | Class of | Date of last | Date of vacancy | Specialist | Indicate whether the |
|---|---|---|---|---|---|
| company name | director at | appointment | Committees of | resignation/dismissal took | |
| of director | time of | which he/she was a | place before the end of the | ||
| vacancy | member | term of office | |||
| Mr. Noboru | Proprietary 24/03/2017 | 02/04/2018 | Nomination and | Yes | |
| Katsu | Compensation | ||||
| Committee |
Reason for resignation/dismissal and other observations Mr. Noboru Katsu resigned as a member of the Board of Directors and of the Company's Nomination and Compensation Committee by means of a letter sent to the Board of Directors in which he expressly justifies that his resignation is due to a change in his position within the organisational structure of Mitsui & Co. Ltd.
C.1.3 Complete the following tables about the members of the board and each member's status:
| Individual or company name | Position within the company's structure | Profile |
|---|---|---|
| of director | ||
| Mr. Francisco José Riberas | Executive Chairman. | He holds a Degree in Law and a Degree in |
| Mera | Business Management and Economics from the | |
| Comillas Pontifical University (ICADE E-3) of | ||
| Madrid. | ||
| He began his professional career by taking on | ||
| different positions in the Gonvarri Group as | ||
| Director of Corporate Development and later as | ||
| Managing Director. In 1997 he created the | ||
| Company and since then he has been its | ||
| Executive Chairman, shaping over time what | ||
| the Group is today. |
| He sits on the management bodies of other | ||
|---|---|---|
| Group companies and of companies in the Acek | ||
| Group (including companies in the Gonvarri | ||
| Group, Acek Energias Renovables and |
||
| Inmobiliaria Acek). He is also a member of | ||
| other Boards of Directors outside the Acek | ||
| Group such as: Telefónica, CIE Automotive, | ||
| Global Dominion Access and Sideacero. In | ||
| addition, he participates in the Endeavor | ||
| Foundation and is the Chairman of the Family | ||
| Business Institute, among others. | ||
| Mr. Francisco López Peña | CEO | He holds a degree in Civil Engineering from the |
| Polytechnic University of Barcelona and a | ||
| Master of Business Administration (MBA) from | ||
| the IESE Business School, Barcelona. | ||
| He has extensive experience in the vehicle parts | ||
| sector with over 18 years in the Group. | ||
| Previously, he held executive management | ||
| positions in companies in sectors such as | ||
| industrial mining and textiles. In 1998 he joined | ||
| the Group as Director of Corporate |
||
| Development, becoming Vice Chairman and | ||
| CFO in 2008 and then CEO in 2017. | ||
| He is a Director of several subsidiaries of the | ||
| Company. | ||
| Total number of executive directors |
2 |
|---|---|
| Total % of the board | 16.67% |
Remarks
EXTERNAL PROPRIETARY DIRECTORS
| Individual or company name of director |
Individual or company name of the significant shareholder |
Profile |
|---|---|---|
| represented by the director or that | ||
| has proposed the director's | ||
| appointment | ||
| Mr. Juan María Riberas Mera | Acek Desarrollo y Gestión | He holds a Degree in Law and a Degree in Business |
| Industrial, S.L. | Management and Economics from the Comillas | |
| Pontifical University (ICADE E-3) of Madrid. | ||
| He is currently Chief Executive Officer of the | ||
| Gonvarri Group and the Group Acek Energías | ||
| Renovables S.L He began his professional career | ||
| in the Corporate Development area of the Gonvarri |
| Group, where he later became Chief Executive Officer, a position he currently holds. In 2007, he promoted the creation of the Group Acek Energías Renovables, S.L., holding the position of Executive Chairman ever since. |
||
|---|---|---|
| He is Chairman of the Board of Directors of Gonvarri and Acek Energías Renovables, S.L. and a member of the management bodies of the subsidiaries of these companies. He is also a member of the board of Acek Group companies (including the Inmobiliaria Acek Group). Outside the Acek Group, he sits on the Boards of Directors of CIE Automotive, S.A. and companies in the Sideacero, S.L. Group. He is also a Director of the Juan XXIII Foundation, among others. |
||
| Mr. Shinichi Hori | Acek Desarrollo y Gestión Industrial, S.L. |
He has a degree in Commerce from Waseda University, Tokyo. He also holds a master's degree in business from MIT, Sloan School of Management, Massachusetts. |
| He has extensive experience in the steel sector, having worked for over 30 years in the Mitsui & Co. Ltd. Group, where he worked in different international positions and where he is currently the General Director and Director of Operations of the Iron and Steel Products Business Unit. He began his professional career at Mitsui & Co. Ltd. Group in the area of Planning and Administration of the Iron and Steel Division, later holding different managerial positions in the USA and Japan. In 2009 he was appointed Deputy Chairman and CEO of Grupo Mitsui & Co. Ltd. Group. He was subsequently appointed General Director of the International Investment and Project Planning Unit of the Iron and Steel Division of the Mitsui & Co Ltd. Group. In 2014 he became Vice Chairman of Mitsui & Co. (USA) and Director of Operations of the Steel division in USA overseeing the business of the entire region. Prior to his current position, he was the General Director of the Washington D.C. offices. |
||
| Mr. Tomofumi Osaki | Acek Desarrollo y Gestión Industrial, S.L. |
He is also a member of the Board of Directors of Mitsui & Co. Steel and other Group companies. He holds a degree in Economics from Wakayama University, Japan. |
| Over the last 29 years he has worked for the Mitsui & Co. Ltd., developing its extensive experience in the steel sector through different international positions. He is currently the General Director of Automotive Parts Business for the Iron and Steel Products Business Unit in Japan. Before working for the Mitsui & Co. Ltd. Group, He was CFO of CAEMI Mineracao e Metalurgia for 7 years. After |
| joining Mitsui, he was Director General of the | |
|---|---|
| Investment Department of the Mineral Resources | |
| and Metals Business Unit and General Director of | |
| the Investment Department of the Iron and Steel | |
| Products Business Unit in Japan. In the Mitsui & | |
| Co. Ltd. offices in New York he was, among other | |
| things, General Director of the Investment |
|
| Department for the Financial Management |
|
| Division. Later in Japan, he became the Deputy | |
| General Director of the Iron and Steel Products | |
| Business Unit. | |
| He is a Director in companies belonging to the | |
| Mitsui & Co. Ltd. Group, and in his investee | |
| company, Bangkok Coil Center. He is also a | |
| Director in some companies of the Acek Group | |
| (including companies in the Group and in the |
|
| Gonvarri Group). In the past, he was a member of | |
| the board of Mitsui Group companies, those of Siam | |
| Yamato Steel, Vina Kyoei Steel, Mahindra Sanyo | |
| Special Steel, MS Avant. |
| Total number of proprietary directors |
3 | |
|---|---|---|
| Total % of the board | 25% | |
| Remarks | ||
| Individual or company name of director | Profile |
|---|---|
| Mr. Alberto Rodríguez-Fraile Díaz | He holds a Degree in Business Administration from the University of Miami |
| and participated in the PADE programme (Senior Business Management) at | |
| the IESE Business School of Madrid. He also has certifications from the | |
| Securities Exchange Commission and the National Association of Securities | |
| Dealers, 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&G), a company of which he is a founding partner, shareholder and the | |
| Chairman of its Board of Directors. Furthermore, he is a member of the board | |
| of A&G Group companies. 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. He is also a Director of Engie España, S.L.U. |
|
|---|---|
| Mr. Pedro Sainz de Baranda Riva | He holds a Degree in Mine Engineering from the University of Oviedo and a PhD in Engineering from Rutgers University in New Jersey. He also holds a Master's Degree in Business Administration 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 a member of the Board of Directors of Zardoya Otis, Scalpers Fashion, Naturgy Energy Group and the Social Council of the 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 of Business Administration (MBA) from the MIT, Sloan School of Management, Massachusetts. |
| She currently sits on the Boards of Directors of Renovalia, Technicolor, Eutelsat Communications, Merlin Properties, DLA Piper and Globalvia. She started her professional career working at McKinsey & Co., for Wolff Olins and Goldman Sachs International. She is also a member of the advisory councils of the mutual benefit fund of the Spanish Lawyers and Salesforce Association in Spain. |
|
| At TPI- Páginas Amarillas (Telefónica Group) she was General Director of the Corporate Development area and subsequently Chief Financial Officer. She formed part of the Boards of Directors of different companies under the TPI Group. In the Hibu Group (formally Yell) she held different managerial positions, such as CEO of Yell for business in Spain and Latin America for 7 years, and as Global General Director of Business Strategy and Development, as well as being a member of its Global Steering Committee. |
|
| 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% | |
| Remarks | ||
State whether or not any director classified as independent receives from the company or its group any amount or benefit for items other than director remuneration, or maintains or has maintained during the last financial year a business relationship with the company or with any company of its group, whether in the director's own name or as a significant shareholder, director or senior officer of an entity that maintains or has maintained such relationship.
If applicable, include a reasoned statement of the director regarding the reasons for which it is believed that such director can carry out the duties thereof as an independent director.
| Individual or company name of director |
Description of the relationship |
Reasoned statement |
|---|---|---|
Not applicable.
Identify the other external directors and describe the reasons why they cannot be considered proprietary or independent directors as well as their ties, whether with the company, its management or its shareholders:
| Individual or company | Company, officer or | Profile | |
|---|---|---|---|
| name of director | Reasons | shareholder with | |
| which the director has | |||
| ties | |||
| Mr. Geert Maurice Van | Over the last year, he has | ArcelorMittal, S.A. | He holds a Master's degree in Electrotechnical |
| Poelvoorde | had a significant business | Engineering from the University of Ghent, | |
| relationship with the | Belgium. | ||
| Company, Group Companies | |||
| or with companies of the | He has over 28 years of experience in the steel | ||
| group of its significant | and mining sector. He is currently the Vice | ||
| shareholder as director and | President and General Director of |
||
| senior manager of an entity | ArcelorMittal Flat Products and Purchasing | ||
| that is part of this | Europe. He has also been a member of the | ||
| relationship. | Management Committee of the ArcelorMittal | ||
| Group since 2011. He began his professional | |||
| career at Sidmar as Head of Process |
| Automation and Project Engineer. Later in Stahlwerke, he held the position of Director of the Engineering Department, among others. At Arcelor, he was a member of the Board of Directors and Director of Operations, as well as General Manager of Arcelor's Central Maintenance and Logistics Department. Subsequently at ArcelorMittal, he held various senior management positions until taking up his current position. |
|||
|---|---|---|---|
| He is a member of the board of directors of ArcelorMittal Group companies and the Group's investee companies, including Bamesa Otel, Borçelik Çelik, Borusan Demir, Bamesa Celiç. He is also a Director of Holding Gonvarri. He is also the Chairman of the European Steel Association (Eurofer) and a member of the Board of the German Steel Federation. |
|||
| Mr. Gonzalo Urquijo Fernández de Araoz |
He was a director of the Company for a continuous period of over 12 years. |
Gestamp Automoción, S.A. |
He holds a degree in Economics and Political Science from Yale University, Connecticut and an MBA from Instituto de Empresa, Madrid. He is currently the Executive Chairman of Abengoa. He began his professional career in the banking sector, working in different positions for Citibank and Crédit Agricole. He later became Director and Chief Financial Officer of Corporación J M Aristrain and Chief Financial Officer of Aceralia Corporación Siderúrgica. In the ArcelorMittal Group he held different managerial positions, such as Vice President of Stainless Steel, Long Products and China, Head of the areas of AACIS, AMDS, or Director of Tubular Products, CSR, Communication, Institutional Relations and Occupational Safety. Subsequently, before taking up his current position, he was Director of Strategy at ArcelorMittal. |
| He is a member of the Board of Directors of Vocento, and Fertiberia. He is also chairman of the Hesperia Foundation and member of the Board of the Princess of Asturias Foundation. He was a member of the Board of Directors of the Company before his current term of office, of Holding Gonvarri, Aperam and of certain companies in the ArcelorMittal Group and Atlantica Yield. |
| Total number of other external directors |
2 |
|---|---|
| Total % of the board | 16.67% |
| Individual or company name of director |
Date of change |
Former class |
Current class |
|---|---|---|---|
| Remarks |
State the changes, if any, in the class of each director during the period:
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-1 | Year t-2 | Year t-3 | Year t | Year t-1 | Year t-2 | Year t-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 | 1 | 0 | 0 | 8.33 | 8.33 | 0 | 0 |
| Other external N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Total: | 1 | 1 | N/A | N/A | 8,33 | 8,33 | N/A | N/A |
If so, describe these diversity policies, their objectives, the measures and how they have been implemented and their results for the year. Also state the specific measures adopted by the Board of Directors and the Appointments and Remuneration Committee to achieve a balanced and diverse presence of directors.
If the company does not implement a diversity policy, explain why not.
Description of the policies, objectives, measures and the way in which they have been implemented, as well as the results obtained The Selection Policy of the Board of Directors approved by the Company's Board of Directors on 14 December 2017, at the proposal of the Nomination and Compensation Committee, sets out the procedures and mechanisms for the selection of Directors in order for the Company's Board of Directors to have the knowledge, skills and experience necessary to guarantee suitable governance of the Company at all times. This policy sets out the underlying principles that are to govern it, which include the
The Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors sets out the knowledge, skills, diversity and experience that the Board of Directors as a whole must possess such that it serves as a reference and support tool for the Selection Policy of the Board of Directors. This guide, approved on 14 December 2017 by the Board of Directors at the proposal of the Nomination and Compensation Committee, develops the aforementioned principles and establishes that, for the purposes of selecting candidates and re-electing Directors, and in the face of equal knowledge and experience, diversity is to be encouraged, thus preventing discrimination on grounds of gender, age, culture, religion and race, and that the composition of the Board of Directors is to be in accordance with the demographic reality of the markets in which the Company operates.
In this respect, in accordance with Article 41. 1. (b) of the Board of Directors' Regulations, the Nomination and Compensation Committee verified compliance with the aforementioned Board of Directors Selection Policy at its meeting on 17 December 2018, and no deficiencies in its implementation were identified.
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 in order to allow for a balanced presence of men and women:
As set out in Section C.1.5. of the Board of Directors Selection Policy, which was approved, 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 Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors. The guide contains the main criteria that were followed to design the composition of the current Board of Directors and that are to be followed when it comes to filling future vacancies while no amendments are made.
Some of the stand-out principles include favouring the selection of candidates and the re-election of directors, who have the necessary knowledge and experience, favouring diversity and preventing discrimination on grounds of gender, among other reasons.
In this sense, as described in section C.1.17, the action plan drawn up by the Nomination and Compensation Committee for the approval of the Board of Directors at its first meeting of 2019, includes some recommendations to be performed, between others, the monitoring of the fulfilment of the diversity principle stated in the Selection Policy of the Board of Directors and the Guidelines for the knowledge, skills, diversity and experience required on the
If there are few or no female directors despite any measures adopted, if applicable, describe the reasons why:
As referred to in section C.1.5., the Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors approved by the Board of Directors at the proposal of the Nomination and Compensation Committee establishes as a fundamental principle, the promotion of the selection of candidates and the re-election of Directors who, having the necessary knowledge and experience, benefit diversity, thus preventing discrimination on grounds of gender, among others. In this respect, given the recent status of the Company as a listed company, the conditions have not yet been met for the selection of female directors in the context of the selection of a candidate to form part of the Board of Directors and in view of equal knowledge and experience.
C.1.7 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 for the number of female directors to represent at least 30% of all members of the board of directors by 2020.
The Nomination and Compensation Committee at its meeting on 17 December 2018 verified compliance with the Selection Policy of the Board of Directors in financial year 2018. During this year, only one vacancy occurred in the context of the resignation submitted by Mr. Noboru Katsu as a member of the Board of Directors and of the Nomination and Compensation Committee itself, with effect from 2 April 2018. The Company's Board of Directors formally recognised this resignation and co-opted Mr. Shinichi Hori as a member of the Board of Directors on a proprietary basis.
Given the prospect of the resignation of Mr. Noboru Katsu on 26 February 2018, and before such, the Nomination and Compensation Committee, in accordance with Article 529r of the Spanish Companies Act and Article 41.1. (f) of the Board of Directors' Regulations, drew up the corresponding report on the proposal for the appointment of Mr. Shinichi Hori. As stated in the aforementioned report, the Nomination and Compensation Committee took into account the Selection Policy of the Board of Directors and the Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors regarding the Board of Directors in its assessment of the proposed appointment and concluded that Mr. Shinichi Hori had the competence, experience and merits required to hold the position of member of the Board of Directors of the Company.
Again, in order to increase the number of female directors on the Company's Board of Directors and encourage the selection thereof, the Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors approved by the Board of Directors at the proposal of the Nomination and Compensation Committee establishes as a fundamental principle, the promotion of the selection of candidates and the re-election of Directors who, having the necessary knowledge and experience, benefit diversity, thus preventing discrimination on grounds of gender, among others.
C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed at the proposal of shareholders whose shareholding interest is less than 3% of share capital:
| Individual or company name of shareholder |
Reason |
|---|---|
State if there has been no answer to formal petitions for presence on the board received from shareholders whose shareholding interest is equal to or greater than that of others at whose proposal proprietary directors have been appointed. If so, describe the reasons why such petitions have not been answered:
| No ☒ |
|---|
| Individual or company name of shareholder |
Explanation |
|---|---|
C.1.9 State, where applicable, the powers and faculties granted by the board of directors to directors or to board committees:
| Individual or company name of director or committee |
Explanation |
|---|---|
| Mr. Francisco José Riberas Mera | In a meeting held on 3 March 2017, |
| the Company's Board of Directors | |
| appointed Mr. Francisco José |
|
| Riberas Mera as CEO, delegating to | |
| him all the powers inherent to the | |
| Board of Directors, including |
|
| executive powers, except for those | |
| which cannot be delegated by law or | |
| under the Articles of Association. | |
| Mr. Francisco López Peña | In a meeting held on 14 December |
| 2017, the Company's Board of |
|
| Directors appointed Mr. Francisco | |
| López Peña as CEO, delegating to | |
| him all the powers inherent to the | |
| Board of Directors, including |
|
| executive powers, except for those | |
| which cannot be delegated by law or | |
| under the Articles of Association. |
C.1.10 Identify, where applicable, the members of the board who hold the position of directors, representatives of directors or executives in other companies that form part of the listed company's group:
| Individual or company name | Position | Does he/she | |
|---|---|---|---|
| of director | have | ||
| Name of entity within the group | executive | ||
| duties? | |||
| Mr. Francisco José Riberas | Representative (natural person) of |
||
| Mera. | Adral Matricería y Puesta a Punto, S.L. | sole director (legal | YES |
| person) | |||
| Mr. Francisco José Riberas | Joint and Several | ||
| Mera. | Autotech Engineering Deutschland GmbH | Director | YES |
| Mr. Francisco José Riberas | Autotech Engineering R&D, UK Limited | Chairman | YES |
| Mera. | |||
| Mr. Francisco José Riberas | Representative (natural person) of |
||
| Mera. | Autotech Engineering, S.L. | sole director (legal | YES |
| person) | |||
| Mr. Francisco José Riberas | |||
| Mera. | Autotech Engineering Spain, S.L. | Chairman/CEO | YES |
| Mr. Francisco José Riberas | Autotech Engineering France, S.A.S. | ||
| Mera. | Chairman | YES | |
| Representative | |||
| Mr. Francisco José Riberas | Gestamp Tooling Erandio, S.L. | (natural person) of | |
| Mera. | sole director (legal person) |
YES | |
| Mr. Francisco José Riberas | Beyçelik Gestamp Otomotiv Sanayi Anonim | ||
| Mera. | Sirketi | Vice-chairman | NO |
| Mr. Francisco José Riberas | CP Projects limited (without activity) | ||
| Mera. | Board Member | YES | |
| Representative | |||
| Mr. Francisco José Riberas | Diede Die Development, S.L. | (natural person) of | |
| Mera. | Sole Director | ||
| Mr. Francisco José Riberas | Edscha Automotive Components (Kunshan) Co., | (legal person). | YES |
| Mera. | Ltd | Chairman | YES |
| Mr. Francisco José Riberas | Joint and Several | ||
| Mera. | Edscha Automotive Hauzenberg, GmbH | Director | YES |
| Mr. Francisco José Riberas | Edscha Automotive Hengersberg, GmbH | Joint and Several | |
| Mera. | Director | YES | |
| Mr. Francisco José Riberas | Edscha Automotive Italia, S.R.L | ||
| Mera. | Chairman | YES | |
| Mr. Francisco José Riberas Mera. |
Edscha Automotive Kamenice, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco José Riberas | |||
| Mera. | Edscha Automotive Michigan, INC. | Sole Director | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Edscha Automotive SLP, S.A.P.I. DE C.V. | Chairman | YES |
| Mr. Francisco José Riberas | Edscha Automotive SLP Servicios Laborales, | ||
| Mera. | S.A.P.I. DE C.V. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Edscha North America Technologies, LLC | Sole Director | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Edscha Briey, S.A.S. | Chairman | YES |
| Mr. Francisco José Riberas | Representative | ||
| Mera. | Edscha Burgos, S.A. | (natural person) of YES |
| sole director (legal | |||
|---|---|---|---|
| person) | |||
| Mr. Francisco José Riberas Mera. |
Edscha Engineering France, S.A.S. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Edscha Engineering, GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Hauzenberg Real Estate, GmbH & Co KGJoint and Several | Director | YES |
| Mr. Francisco José Riberas Mera. |
Edscha Hengersberg Real Estate, GmbH & Co KG |
Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Holding, GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Hradec, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Kunststofftechnik, GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Santander, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Velky Meder, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp 2008, S.L. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Finance Slovakia, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Almussafes Mantenimiento de Troqueles, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Palau, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Automotive India, Private Limited | Board Member | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Holding Mexico, S.L | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Holding Argentina, S.L | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Autocomponents Dongguan, Co. Ltd | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Autocomponents Kunshan, Co. Ltd | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Abrera, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Aguas Calientes, S.A. de C.V. | Chairman/CEO | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Alabama, LLC | Sole director | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Aragón, S.A. | Representative (natural person) of sole director (legal YES |
| person) | |||
|---|---|---|---|
| Mr. Francisco José Riberas | Gestamp Aveiro- Industria e acessorios de | ||
| Mera. | Automoveis, S.A. | Chairman | YES |
| Representative | |||
| Mr. Francisco José Riberas | (natural person) of | ||
| Mera. | Gestamp Bizkaia, S.A. | sole director (legal | |
| person) | YES | ||
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Cartera de Mexico, S.A. de C.V. | Chairman/CEO | YES |
| Mr. Francisco José Riberas | Gestamp Cerveira, Lda | ||
| Mera. | Board Member | YES | |
| Mr. Francisco José Riberas | Gestamp Chattanooga, LLC | ||
| Mera. | Sole director | YES | |
| Representative | |||
| Mr. Francisco José Riberas | Gestamp Esmar, S.A. | (natural person) of | |
| Mera. | sole director (legal | ||
| person) | YES | ||
| Mr. Francisco José Riberas | Gestamp Finance Slovakia, s.r.o. | ||
| Mera. | Board Member | YES | |
| Representative | |||
| Mr. Francisco José Riberas | Gestamp Global Tooling, S.L. | (natural person) of | |
| Mera. | sole director (legal | ||
| person) | YES | ||
| Mr. Francisco José Riberas | Gestamp Griwe Haynrode, GmbH | Joint and Several | |
| Mera. | Director | YES | |
| Mr. Francisco José Riberas Mera. |
Gestamp Griwe Westerburg, GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Hardtech, A.B. | Sole director | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Holding China, A.B. | Board Member | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Holding Rusia, S.L. | Chairman | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Hungária Kft | Sole Director | YES |
| Representative | |||
| Mr. Francisco José Riberas | (natural person) of | ||
| Mera. | Gestamp Ingeniería Europa Sur, S.L. | sole director (legal | YES |
| person) | |||
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Kartek Corp. | Chairman | YES |
| Representative | |||
| Mr. Francisco José Riberas | (natural person) of | ||
| Mera. | Gestamp Levante, S.A. | sole director (legal | YES |
| person) | |||
| Representative | |||
| Mr. Francisco José Riberas | (natural person) of | ||
| Mera. | Gestamp Linares, S.A. | sole director (legal | YES |
| person) | |||
| Mr. Francisco José Riberas | Gestamp Louny S.R.O. | Sole Director | YES |
| Mera. | |||
| Representative | |||
| Mr. Francisco José Riberas | Gestamp Manufacturing Autochasis, S.L | (natural person) of | YES |
| Mera. | sole director (legal | ||
| person) |
| Mr. Francisco José Riberas Mera. |
Gestamp Mason, LLC | Sole Director | YES |
|---|---|---|---|
| Mr. Francisco José Riberas Mera. |
Gestamp Metalbages, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Mexicana de Servicios Laborales, S.A. De C.V. |
Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Mexicana de Servicios Laborales II, S.A. De C.V. |
Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Navarra, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp North America, Inc. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp North Europe Services, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| 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/Chairma n |
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. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Solblank Navarra, S.L.U. | Representative (natural person) of sole director (legal person) |
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. | Representative (natural person) of sole director (legal person) |
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/CEO | YES |
| 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 person) of Managing Director/Chairma n (legal person) |
YES |
| 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/Chairma n |
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/Chairma n |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Metal Forming (Wuhan) Ltd. | Managing Director/Chairma n |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Prisma, S.A.S. | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Tallent Limited | Managing Director/Chairma n |
YES |
| Mr. Francisco José Riberas Mera. |
Beyçelik Gestamp Şasi Otomotiv | Vice-chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Wroclaw Sp.Z.O.O. | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Sofedit S.A.S. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Ingeniería Global Metalbages, S.A.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Loire, S.A.F.E. | Representative (natural person) of YES |
| Managing Director/Chairma n (legal person) |
|||
|---|---|---|---|
| Mr. Francisco José Riberas Mera. |
MPO Prodivers Rezistent, Srl | Board Member | NO |
| Mr. Francisco José Riberas Mera. |
Çelik Form Gestamp Otomotiv, A.S. | Chairman | 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 sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Metalbages Aragón P21, S.L.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Mexicana de Servicios Laborales S.A. De C.V. | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Societe Civile Inmobilière De Tournan | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Pune Automotive Private Limited | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Todlem, S.L. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Try Out Services, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Mursolar 21, S.L. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp 2017, S.L.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Technology Institute, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Tooling Engineering Deutschland GmbH |
Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Umformtechnik GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Chattanooga II, LLC | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Autotech Engineering R&D USA, Inc. | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Edscha Automotive Slp, S.A.P.I. De C.V. | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Edscha Automotive Slp Servicios Laborales, S.A.P.I. De C.V. |
Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Auto Components (Wuhan) Co., Ltd. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Auto Components (Chongqing) Co., Ltd. Chairman | YES | |
|---|---|---|---|
| Mr. Francisco José Riberas Mera. |
Gestamp Auto Components (Shenyang) Co., Ltd. Chairman | YES | |
| Mr. Francisco José Riberas Mera. |
Gestamp Nitra, S.R.O. | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp San Luis Potosí, S.A.P.I. De C.V | Chairman/CEO | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp San Luis Potosí Servicios Laborales, S.A.P.I. De C.V. |
Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Washtenaw, LLC | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Autotech Engineering (Shanghai) Co., Ltd. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Hot Stamping Japan Co., Ltd. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp (China) Holding Co., Ltd | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Autotech Japan K.K | Board Member | YES |
| Mr. Francisco José Riberas Mera. |
Reparaciones Industriales Zaldibar, S.L. | Representative (natural person) of sole director (legal person) |
|
| Mr. Francisco López Peña | Autotech Engineering Spain, S.L. | Secretary | NO |
| Mr. Francisco López Peña | Autotech Engineering France, S.A.S. | Board Member | NO |
| Mr. Francisco López Peña | Beyçelik Gestamp Otomotiv Sanayi Anonim Sirketi |
Board Member | NO |
| Mr. Francisco López Peña | Edscha Automotive Hauzenberg, GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Automotive Hengersberg, GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Automotive Italia, S.R.L | Board Member | NO |
| Mr. Francisco López Peña | Edscha Automotive Kamenice, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Engineering France, S.A.S | Board Member | YES |
| Mr. Francisco López Peña | Edscha Engineering, GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Hauzenberg Real Estate, GmbH & Co KGJoint and Several | Director | YES |
| Mr. Francisco López Peña | Edscha Hengersberg Real Estate, Gmbh & Co KGJoint and Several | Director | YES |
| Mr. Francisco López Peña | Edscha Holding, GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Hradec, S.R.O. | Joint and Several Director |
NO |
| Mr. Francisco López Peña | Edscha Kunststofftechnik, Gmbh | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Velky Meder, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Gestamp 2008, S.L. | Board Member | NO |
|---|---|---|---|
| Mr. Francisco López Peña | Gestamp Autotech Japan K.K | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Finance Slovakia, S.R.O. | Board Member | YES |
| Mr. Francisco López Peña | Gestamp Automotive India, Private Limited | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Holding Mexico, S.L | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Holding Argentina, S.L | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Autocomponents Dongguan, Co. Ltd | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Autocomponents Kunshan, Co. Ltd | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Auto Components (Shenyang) Co., Ltd. Board Member | NO | |
| Mr. Francisco López Peña | Gestamp Auto Components (Tianjin) Co., Ltd. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Auto Components Sales (Tianjin) Co., | ||
| Mr. Francisco López Peña | Ltd. Gestamp Auto Components (Beijing) Co., |
Chairman | YES |
| Mr. Francisco López Peña | Gestamp Aguas Calientes, S.A. De C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Aveiro- Industria E Acessorios De | Vice-chairman | NO |
| Automoveis, S.A. | Board Member | NO | |
| Mr. Francisco López Peña | Gestamp Cartera De Mexico, S.A. De C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Cerveira, Lda | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Holding China, Ab | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Holding Rusia, S.L. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Kartek Corp. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Mexicana de Servicios Laborales, S.A. De C.V. |
Vice-chairman | NO |
| Mr. Francisco López Peña | MPO Prodivers Rezistent, Srl | Board Member | NO |
| Mr. Francisco López Peña | Çelik Form Gestamp Otomotiv, A.S. | Board Member | NO |
| Mr. Francisco López Peña | Beyçelik Gestamp Teknoloji Ve Kalip Sanayi Anonim Şirketi |
Board Member | NO |
| Mr. Francisco López Peña | Gestamp Mexicana de Servicios Laborales II, S.A. De C.V. |
Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp North America, Inc. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Noury S.A.S | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Puebla II, S.A. De C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Puebla S.A. De C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Ronchamp, S.A.S. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Servicios Laborales de Toluca S.A. de C.V |
Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Automotive Chennai Private Limited | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Toluca S.A. de C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Vendas Novas Unipessoal, Lda | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Metal Forming (Wuhan) Ltd. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Tallent Limited | Board Member | NO |
| Mr. Francisco López Peña | Sofedit S.A.S. | Board Member | NO |
|---|---|---|---|
| Mr. Francisco López Peña | GMF Holding GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Beyçelik Gestamp Şasi Otomotiv | Board Member | NO |
| Mr. Francisco López Peña | Mexicana de Servicios Laborales S.A. de C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Pune Automotive Private Limited | Board Member | NO |
| Mr. Francisco López Peña | Todlem, S.L | Board Member | NO |
| Mr. Francisco López Peña | Mursolar 21, S.L | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Auto Components (Wuhan) Co., Ltd. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Auto Components (Chongqing) Co., Ltd. Board Member | NO | |
| Mr. Francisco López Peña | Gestamp San Luis Potosí, S.A.P.I. De C.V | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp San Luis Potosí Servicios Laborales, S.A.P.I. De C.V. |
Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Hot Stamping Japan Co., Ltd. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp (China) Holding Co., Ltd | Board Member | NO |
| Mr. Juan María Riberas Mera Beyçelik Gestamp Otomotiv Sanayi Anonim Sirketi |
Board Member | NO | |
| Mr. Juan María Riberas Mera CP Projects Limited (without activity) | Board Member | YES | |
| Mr. Juan María Riberas Mera Gestamp Automotive India, Private Limited | Board Member | NO | |
| Mr. Juan María Riberas Mera Gestamp Holding Mexico, S.L | Board Member | NO | |
| Mr. Juan María Riberas Mera Gestamp Mexicana de Servicios Laborales, S.A. de C.V. |
Secretary | NO | |
| Mr. Juan María Riberas Mera Gestamp Holding Argentina, S.L. | Board Member | NO | |
| Mr. Juan María Riberas Mera Gestamp Holding Rusia, S.L. | Board Member | NO | |
| Mr. Juan María Riberas Mera Gestamp North America, Inc. | Board Member | NO | |
| Mr. Juan María Riberas Mera Todlem, S.L | Secretary | NO | |
| Mr. Tomofumi Osaki | Gestamp Holding Mexico, S.L. | Board Member | NO |
| Mr. Tomofumi Osaki | Gestamp Holding Argentina, S.L. | Board Member | NO |
| Mr. Tomofumi Osaki | Gestamp North America, Inc. | Board Member | NO |
| Mr. Shinichi Hori | Gestamp North America, Inc. | Board Member | NO |
| Mr. Shinichi Hori | Gestamp Holding Argentina, S.L. | Board Member | NO |
| Mr. Shinichi Hori | Gestamp Holding Mexico, S.L. | Board Member | NO |
C.1.11 Identify, where applicable, the directors or representatives of legal entity directors of your company, who are members of the board of directors or representatives of legal entity directors of other companies listed on official stock exchanges other than those of your group, that have been reported to the company:
| Individual or company name of | Name of listed company | Position |
|---|---|---|
| director | ||
| Ms. Ana García Fau | Merlin Properties Socimi, | Board Member |
| S.A. | ||
| Technicolor, S.A. | Board Member | |
| Eutelsat Communications, | Board Member | |
| S.A. | ||
| Mr. Francisco José Riberas Mera CIE Automotive, S.A. | Board Member | |
| Global Dominion Access, | Board Member | |
| S.A. | ||
| Telefónica, S.A. | Board Member | |
| Mr. Juan María Riberas Mera | CIE Automotive, S.A. | Board Member |
| Mr. Pedro Sainz de Baranda | Zardoya Otis, S.A. | Board Member |
| Riva | Naturgy Energy Group, | Board Member |
| S.A. | ||
| Mr. Gonzalo Urquijo Fernández | Abengoa, S.A. | Chairman |
| de Araoz | Vocento, S.A. | Board Member |
Yes ☒ No □
Pursuant to the provisions under Article 17 of the Regulations of the Board of Directors, natural persons who represent a legal entity Director and natural persons or legal entities who hold the position of director of more than eight (8) companies, of which, at most, four (4) have their shares admitted to trade on national or foreign stock exchanges, may not be directors. For that purpose, positions held in assetholding companies shall be excluded from the count and companies belonging to the same group are to be considered as one company.
C.1.13 State the amounts of the following items relating to the overall remuneration of the Board of Directors:
| Remuneration accrued in the year by the board of directors | 2,538 |
|---|---|
| (thousands of euros) | |
| Amount of pension rights accumulated by the current directors | 0 |
| (thousands of euros) | |
| Amount of pension rights accumulated by former directors | 0 |
| (thousands of euros) | |
Remarks
C.1.14 Identify the members of the company's senior management who are not executive directors and state the total remuneration accrued by them during the financial year:
| Individual or company name | Position/s: |
|---|---|
| Mr. Mario Eikelmann | Manager of the Chassis Business Unit |
| and Sales Director of BIW | |
| Mr. Fernando Macias Mendizabal | Manager of South Europe Division |
| Mr. Manuel López Grandela | Manager of the Mercosur Division |
| Mr. Juan Miguel Barrenechea Izarzugaza | Manager of the North America |
| Division | |
| Mr. Kevin Stobbs | Manager of the Asia Division |
| Mr. Torsten Greiner | Manager of the Business Mechanism |
| Unite (Edscha) | |
| Mr. Manuel de la Flor Riberas | General Manager of Human Resources |
| and Organisation | |
| Mr. David Vázquez Pascual | General Manager of Legal, Tax and |
| Corporate Governance | |
| Mr. Miguel Escrig Meliá | Chief Financial Officer |
Total senior management remuneration (in thousands of euros) 5,011
Remarks The total remuneration figure for Senior Management also includes the remuneration paid to Mr. Unai Agirre Mandaluniz and to Ms. María José Armendariz Tellitu, who ceased to be members of the Company's Management Committee during the year in question.
C.1.15 State whether or not the regulations of the board have been amended during the financial year:
Yes □ No ☒
Description of amendments
C.1.16 State the procedures for the selection, appointment, re-election and removal of directors. Describe the competent bodies, procedures to be followed and the criteria to be used in each procedure.
The 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 Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors. The analysis will be undertaken by the Board of Directors, with advice from the Appointments and Remuneration 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.
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 co-option.
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.
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 (as stated in section C.1.19 of this report). 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.1.17 Explain the extent to which the annual assessment of the board has led to significant changes in its internal organisation and the procedures applicable to its activities:
Pursuant to Article 36 of the Regulations of the Company's Board of Directors, the Board shall devote the first of its meetings of the year to evaluating its own functioning in the previous year and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also 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.
In this regard, the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors, began the coordination of the annual evaluation of the Board of Directors at its meeting on 22 October 2018, the results and action plan of which were addressed by the Board of Directors at its first meeting in 2019. In this respect, the action plan approved by the Board of Directors in relation to the result of the evaluation corresponding to financial year 2018 includes some recommendations to be carried out in 2019, some of which imply changes in the internal organisation and procedures applicable to its activities. Therefore, an indicative deadline has been officially set for the distribution of the documentation required to prepare the meetings of the Board of Directors, methods permitting the attendance of Directors who, exceptionally, cannot attend in person will be improved and the fulfilment of the diversity principle stated in the Selection Policy of the Board of Directors and the Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors will be monitored by the Nomination and Compensation Committee.
Describe the evaluation process and the areas evaluated by the board of directors assisted, where appropriate, by an external consultant, regarding the operation and composition of the board and its committees and any other area or aspect that has been subject to evaluation.
The evaluation process of the Company's Board of Directors began on 22 October 2018 and was coordinated by the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors. To this end, the Nomination and Compensation Committee approved an evaluation form that was provided to all the Company's Directors so that they could submit it completed within a specified period of time. The areas evaluated were as follows:
On 17 December 2018, the results of their evaluation were submitted to the Nomination and Compensation Committee, as well as those regarding the evaluation of the Board of Directors, the Chairman of the Board of Directors and the CEO. On the same date, the evaluation results were submitted to the Audit Committee. After analysing the results, each of the Committees issued a report on the evaluation. In addition, the Nomination and Compensation Committee has approved an action plan to be presented at the first meeting of the Board of Directors in 2019 together with the reports issued by each of the Committees, in line with the provisions of Article 36 of the Board of Directors' Regulations.
C.1.18 For any years where the evaluation was assisted by an external consultant, list the business relationships between the consultant or any company in their group and the company or any company of its group.
Not applicable since the evaluation was not carried out with the help of an external consultant.
C.1.19 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:
$$\mathbf{\color{red}{Yes}}\Box\qquad\qquad\qquad\qquad\mathbf{\color{red}{No}\boxtimes}\Box$$
If so, describe the differences.
C.1.21 Explain whether or not there are specific requirements, other than the requirements relating to directors, to be appointed chairman of the board of directors.
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.1.22 State whether or not the articles of association or the regulations of the board set forth any age limit for directors:
Yes □ No ☒
| Age limit | |
|---|---|
| Chairman | |
| CEO | |
| Board Member | |
| Additional requirements and / or maximum number of terms | 8 | |
|---|---|---|
| ---------------------------------------------------------- | --- | -- |
C.1.24 State whether or not the articles of association or the regulations of the Board set out any specific rules for proxy-voting by means of other directors at meetings of the board of directors, the manner of doing so, and especially the maximum number of proxies that a director may hold, as well as whether or not any restriction has been established regarding the categories of directors to whom proxies may be granted beyond the restrictions imposed by law. If so, briefly describe such rules.
Pursuant to Article 19 of the Articles of Association and Article 36 of the Regulations of the Board of Directors, in the event that the directors cannot attend sessions of the Board of Directors in person, they may delegate their vote to another Director, together with the appropriate instructions, by means of a letter addressed to the Chairman.
In this 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.
Non-Executive Directors may only delegate their representation to another non-Executive Director.
C.1.25 State the number of meetings that the board of directors has held during the financial year. In addition, specify the number of times the board has met, if any, at which the chairman was not in attendance. Proxies granted with specific instructions shall be counted as attendance.
| Number of meetings of the board | 7 |
|---|---|
| Number of meetings of the board at which the chairperson | 0 |
| was not in attendance |
Remarks
State the number of meetings held by the coordinating director with the other directors, without the attendance or representation of any executive director:
| Number of meetings | 0 | |
|---|---|---|
| Remarks |
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 | 8 |
| Number of meetings of the Appointments and Remuneration Committee |
5 |
| 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.1.26 State the number of meetings that the board of directors has held during the financial year and the data regarding member attendance:
| Number of meetings attended in person by at least 80% of the directors |
7 |
|---|---|
| % personal attendance out of total votes during the financial year | 96.42% |
| Number of meetings attended in person, or by representatives with specific instructions, by all directors |
7 |
| % votes cast with personal attendance and representatives with specific instructions, out of the total votes during the financial |
100% |
| year |
C.1.27 State whether or not the annual individual accounts and the annual consolidated accounts that are submitted to the board for approval are previously certified:
Yes ☒ No ☐
Identify, where applicable, the person(s) that has(have) certified the individual and consolidated financial statements of the company for preparation by the board:
| Name | Position |
|---|---|
| Mr. Francisco López Peña | Member of the Board of Directors |
| and CEO of the Company. |
| Remarks |
|---|
| In accordance with Article 11.1 of the Regulations of the Company's Board |
| of Directors, the Company's individual and consolidated financial |
| statements are previously certified regarding their completeness and |
| accuracy by the Company's Chief Financial Officer, with the approval of the |
| Chairman. In this regard, the individual and consolidated financial |
| statements for financial year 2017, prepared by the Board of Directors on 26 |
| February 2018, were previously certified by Mr. Francisco López Peña, |
| current CEO of the Company, who at that time held the position of Chief |
| Financial Officer of the Group. |
C.1.28 Explain the mechanisms, if any, adopted by the board of directors to avoid any qualifications in the audit report on the individual and consolidated financial statements 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, during the year the Audit Committee has held meetings with
the external auditor without the presence of the Management to ensure the auditing process of the individual and consolidated financial statements is undertaken correctly.
C.1.29 Is the secretary of the board a director?
Yes □ No ☒
| If the secretary is not a director, complete the following table: Individual or company name of the secretary |
Representative |
|---|---|
| Mr. David Vázquez Pascual | N/A |
| Remarks |
C.1.30 State the specific mechanisms established by the company to preserve the independence of the external auditors and also the mechanisms, if any, to preserve the independence of financial analysts, investment banks and rating agencies, including how the legal provisions have been implemented in practice.
The Company has established diverse mechanisms aimed at preserving the necessary independence of the auditor. Among them is one of the fundamental competencies of the Audit Committee (exclusively comprised by non-Executive directors, who were appointed based on their knowledge and experience in accounting, auditing 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 Regulations of the Board of Directors establishes that the Audit Committee is entrusted with the following duties:
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:
Also, in compliance with the recommendations set out in Technical Guide 3/2017 of the National Securities Market Commission on audit committees of public interest entities, the Audit Committee, in its meeting on 28 June 2018, approved the Policy for the approval of services by the external auditor other than the auditing of the Company's financial statements which is intended as a series of criteria and procedures for the approval of non-prohibited services other than the auditing of financial statements provided by the external auditor.
In relation to the mechanisms established to preserve the independence of financial analysts, investment banks and rating agencies, on 17 December 2018, Board of Directors of the Company approved the Policy on Communication and Contact with Shareholders, Investors and Voting Advisors which (i) establishes the basic principles that are to govern the Company's communication and contacts with its shareholders, institutional investors, voting advisors and other stakeholders, such as intermediary financial institutions, managers and depositories of the Company's shares, financial analysts, regulatory and supervisory bodies, rating agencies, information agencies and such like, and (ii) defines the communication channels that the Company makes available to them to maintain communication that is efficient, transparent and ongoing.
Furthermore, the Company has an Investor Relations Department which continuously deals with queries and recommendations from analysts and investors, rating agencies, bondholders, as well as those made by socially responsible investors (SRI). A telephone number and email address have been set up for such purpose.
C.1.31 State whether or not the Company has changed the external auditor during the financial year. If so, identify the incoming and the outgoing auditor:
| Outgoing auditor | Incoming auditor |
|---|---|
If there has been any disagreement with the outgoing auditor, provide an explanation:
Yes □ No □
| Description of the disagreement | ||
|---|---|---|
C.1.32 State whether or not the audit firm performs other non-audit work for the company and/or its group. If so, state the amount of the fees paid for such work and the percentage they represent of the aggregate fees charged to the company and/or its group:
$$\mathbf{\color{red}{Yes}} \boxtimes \qquad\qquad\qquad\mathbf{\color{red}{No}} \boxtimes$$
| Company | Companies of the Group |
Total | |
|---|---|---|---|
| Amount of other non-audit work (thousands of euros) |
124 | 870 | 994 |
| Amount of non-audit work / Amount of audit work (in %) |
16% | 21% | 20% |
The total amount of the audit work for the Company amounts to 4,878 thousands of euros and includes fees related to (i) the legal audit of the individual and consolidated annual financial statements of the Group (ii) the limited review of the Financial Report for the first 6 months of 2018, (iii) the issuance of a comfort letter on the bond issuance which is traded on the Euro MTF market of the Luxembourg Stock Exchange, (iv) the review of the nonfinancial information of the consolidated management report for the year 2018 and (v) some ratio reports.
C.1.33 State whether the audit report on the financial statements for the prior financial year has observations or qualifications. If so, state the reasons given to the general meeting by the chairperson of the audit committee to explain the content and scope of such observations or qualifications.
Yes □ No ☒
| Explanation of reasons | |
|---|---|
| ------------------------ | -- |
C.1.34 State the consecutive number of years for which the current audit firm has been auditing the financial statements of the company and/or its group. In addition, state the percentage represented by such number of financial years audited by the current audit firm with respect to the total number of financial years in which the statements have been audited:
| Individual | Consolidated | |
|---|---|---|
| Number of continuous financial years | 20 | 17 |
| Individual | Consolidated | |
|---|---|---|
| Number of years audited by the current audit | 95% | 100% |
| firm / Number of years that the company or its | ||
| group has been audited (%) |
| Remarks |
|---|
C.1.35 State whether or not there is any procedure for directors to obtain in good time the information required to prepare for meetings of management-level decision-making bodies and, if so, describe it:
| Describe the procedure |
|---|
As set out in Article 36 of the Regulations of the Board of Directors, annual meetings of the Board of Directors shall be convened with at least five (5) days' notice before the meeting is to be held. However, normally the sessions of the Board of Directors of the Company are called with a more extensive time margin than that stated in the Regulations of the Board of Directors.
The agenda of the session, the date and place will always be included in the call of each meeting. The relevant documentation required so that the members of the Board can formulate their opinion and, if appropriate, cast their vote regarding the matters submitted for their consideration, is to be made available as soon as possible.
In this regard, in accordance with the provisions of Articles 19 of the Articles of Association and 30 and 34 of the Regulations of the Board of Directors, the person responsible for ensuring that the Directors receive all the necessary information in sufficient time and in the appropriate format is the Chairman of the Board of Directors, with the collaboration of the Secretary.
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 addition, Article 27 of the Regulations of the Board of Directors grants Directors the power to study the documentation deemed necessary, contact the heads of the departments affected and visit the corresponding facilities. For that purpose, the request 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.1.36 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 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.1.37 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 Spanish Companies Act:
Yes □ No ☒
| Name of director | Criminal case | Remarks |
|---|---|---|
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 those that it plans to take.
| Yes □ | No □ |
|---|---|
| Decision made / action taken | Duly substantiated explanation |
|---|---|
C.1.38 Describe any significant agreements entered into by the company that take effect, are amended, or terminate in the event of a change in control of the company as a result of a takeover bid, and the effects thereof.
C.1.39 Identify, on an individual basis in reference to directors, and on an aggregate basis for all other cases, and provide a detailed description of the agreements between the company and its management level and decision-making positions or employees that provide for compensation, guarantee or "golden parachute" clauses upon resignation or termination without cause, or if the contractual relationship is terminated as a result of a takeover bid or other type of transaction.
Number of beneficiaries: 1
Type of beneficiary:
Senior Management
A member of Senior Management in the Company is to receive a 12-month notice period in the event that 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.
Type of beneficiary:
CEO (Mr. Francisco López Peña) Description of agreement:
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.
Type of beneficiary:
CEO (Mr. Francisco Riberas Mera)
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, beyond the cases set out in the regulations, such agreements have to be reported and/or approved by the decision-making bodies of the company or its group. If so, specify the procedures, cases set out and the nature of the decision-making bodies responsible for approving or reporting them:
| Board of directors | General Shareholders' Meeting |
|
|---|---|---|
| Decision-making body approving the provisions |
Yes | No |
| Y E S |
NO | |
|---|---|---|
| Is the General Shareholders' Meeting informed of such provisions? |
x |
| Remarks |
|---|
C.2.1 Describe all of the committees of the board of directors, the members thereof, and the proportion of executive, proprietary, independent, and other external directors of which they are comprised:
| Name | Position | Category |
|---|---|---|
| % executive directors | |
|---|---|
| % proprietary directors | |
| % independent directors | |
| % other external |
| Remarks | |
|---|---|
Explain the functions delegated or attributed to this committee other than those already described in section C.1.10, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| Mr. Javier Rodríguez | Chairman | Independent |
| Pellitero | ||
| Mr. Juan María Riberas | Member | Proprietary |
| Mera | ||
| Ms. Ana García Fau | Member | Independent |
| % proprietary directors | 33.33% |
|---|---|
| % independent directors | 66.67% |
| % other external | 0% |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of the Audit Committee are set out in Article 20 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. Furthermore, Article 20 of the Articles of Association and Article 40 of the Regulations of the Board of Directors regulate the functions of the Audit Committee. For further information, see note included in Section H.
In relation to the activities carried out by the Audit Committee and how each of its functions has effectively been performed in financial year 2018, it will draw up an activity report which, as established in Article 39 of the Regulations of the Board of Directors, shall be submitted for approval to the Board of Directors and published on the website whenever the General Shareholders' Meeting is held. The activities carried out by the Audit Committee during 2018 include, among others:
Auditor other than Auditing and the mandatory report on the independence of the external auditor;
Identify any directors who are members of the audit committee and who have been appointed taking into account their knowledge and experience in the areas of accounting, auditing, or both, and report the date of appointment of the Chairperson of this committee.
| Name of directors with experience Ms. Ana García Fau | |
|---|---|
| Mr. Javier Rodríguez Pellitero | |
| Mr. Juan María Riberas Mera | |
| Date of appointment of the current chairperson |
24/03/2017 |
Remarks
| Name | Position | Category |
|---|---|---|
| Mr. Alberto Rodríguez | Chairman | Independent |
| Fraile Díaz |
| Member Member |
Other external directors Independent |
|||
|---|---|---|---|---|
| 0% | ||||
| 66.67% | ||||
| 33.33% | ||||
| Remarks | ||||
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of the Nomination and Compensation Committee are set out in Article 21 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. Furthermore, Article 20 of the Articles of Association and Article 41 of the Regulations of the Board of Directors regulate the functions 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 and how each of its functions has effectively been performed in financial year 2018, it will draw up an activity report which, as established in Article 39 of the Regulations of the Board of Directors, shall be submitted for approval to the Board of Directors and published on the website whenever the General Shareholders' Meeting is held. The activities carried out by the Nomination and Compensation Committee during 2018 include, among others:
Committees and the CEO and, together with the Coordinating Director, the Chairman of the Board of Directors, and the preparation of the required reports for approval by the Board of Directors; and
the review and favourable report on the 2017 Annual Report on Directors' Remuneration approved in a consultative manner by the Annual General Meeting on 7 May 2018, and the review of the content of the 2017 Annual Corporate Governance Report in all sections within its remit.
| Name | Position | Category |
|---|---|---|
| % proprietary directors | |
|---|---|
| % independent directors | |
| % other external |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| % proprietary directors | |
|---|---|
| % independent directors | |
| % other external |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the
functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| % executive directors | |
|---|---|
| % proprietary directors | |
| % independent directors | |
| % other external |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
C.2.2 Complete the following table with information on the number of female directors on the committees of the board of directors at the end of the last four financial years:
| Number of female directors |
||||
|---|---|---|---|---|
| Year t | Year t-1 | Year t-2 | Year t-3 | |
| Number % |
Number % |
Number % |
Number % |
|
| Executive Committee |
0 | 0 | 0 | 0 |
| Audit Committee |
1 (33.33%) |
1 (33.33%) |
0 | 0 |
| Appointments and remuneration committee |
0 (0%) |
0 (0%) |
0 | 0 |
| appointments committee |
0 | 0 | 0 | 0 |
| remunerati | 0 | 0 | 0 | 0 |
|---|---|---|---|---|
| on | ||||
| committee | ||||
| committee | 0 | 0 | 0 | 0 |
| Remarks |
C.2.3 State, where applicable, the existence of regulations of the board committees, where such regulations can be consulted, and any amendments made during the financial year. Also state if any annual report of the activities performed by each committee has been voluntarily prepared.
The Regulations of the Board of Directors thoroughly regulate the rules of composition and functioning, as well as the responsibilities of both the Audit Committee and the Nomination and Compensation Committee.
In favour of greater simplicity, avoiding duplications and aiming to facilitate comprehension and application, a comprehensive regulation integrated into the Regulations of the Board of Directors has been chosen as opposed to a specific regulation for each Committee.
Given that the Regulations of the Board of Directors were approved in 2017 including all of the requirements laid down by the legislation in force, 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.
D.1 Explain, where applicable, the procedure and competent bodies for approving related party and intragroup 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.
Moreover, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries. This agreement incorporates the general framework that regulates the relations of the Company and its subsidiaries, with its related parties, particularly the group of companies led by parent company Acek Desarrollo y Gestión Industrial, 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 III 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 relationship |
Type of transaction |
Amount (thousands of euros) |
|---|---|---|---|---|
| Acek Desarrollo | Acek Desarrollo | Contractual | Services | 6,617 |
| y Gestión | y Gestión | received | ||
| Industrial, S.L. | Industrial, S.L. | |||
| Acek Desarrollo | Acek Desarrollo | Contractual | Unpaid interest | 1,192 |
| y Gestión | y Gestión | due | ||
| Industrial, S.L. | Industrial, S.L. | |||
| Acek Desarrollo | Grupo Holding | Contractual | Purchase of | 1,365,057 |
| y Gestión | Gonvarri, S.L. | goods, whether | ||
| Industrial, S.L. | finished or not | |||
| Acek Desarrollo | Grupo Holding | Contractual | Sale of goods, | 40,157 |
| y Gestión | Gonvarri, S.L. | whether | ||
| Industrial, S.L. | finished or not | |||
| Acek Desarrollo | Grupo Holding | Contractual | Services | 19,002 |
| y Gestión | Gonvarri, S.L. | received | ||
| Industrial, S.L. |
| Acek Desarrollo | Grupo Holding | Contractual | Services | 2,005 |
|---|---|---|---|---|
| y Gestión | Gonvarri, S.L. | rendered | ||
| Industrial, S.L. | ||||
| Acek Desarrollo | Grupo Holding | Contractual | Unpaid interest | 1,296 |
| y Gestión | Gonvarri, S.L | due | ||
| Industrial, S.L. | ||||
| Acek Desarrollo | Grupo | Contractual | Sale of goods, | 225,746 |
| y Gestión | Sideacero, S.L. | whether | ||
| Industrial, S.L. | finished or not | |||
| Acek Desarrollo | Inmobiliaria | Contractual | Services | 2,252 |
| y Gestión | Acek, S.L. | received | ||
| Industrial, S.L. | ||||
| Acek Desarrollo | Air Executive, | Contractual | Services | 320 |
| y Gestión | S.L. | received | ||
| Industrial, S.L. | ||||
| Individual or | Individual or | Relation | Nature of the | Amount |
|---|---|---|---|---|
| company name | company name | transaction | (thousands of | |
| of the directors | of related party | euros) | ||
| or | ||||
| officers | ||||
| Mr. Francisco | N/A | Loan | Financing | 3,000 |
| López Peña | agreements: | |||
| Loans. |
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 carried out with entities established in countries or territories considered to be tax havens:
| Name of entity within | Brief description of | Amount (thousands |
|---|---|---|
| the group | transaction | of euros) |
D.5 Give details of any significant transactions carried out between the company or entities in its group and other related parties that have not been disclosed under the previous headings.
| Company name of | Brief description of | Amount (thousands of |
|---|---|---|
| related party | transaction | euros) |

D.6 Describe the mechanisms used to detect, determine, and resolve potential conflicts of interest between the company and/or its group, and its directors, executives, or significant shareholders.
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. In this sense, on the occasion of the preparation of the annual accounts and the financial information for the first six months of the year, Directors must complete a form in which they state the existence of any conflict of interest between them and the Company.
Furthermore, Articles 21, 24, 25 and 26 of the Regulations the Board of Directors govern the duties of the directors as regards their abstention duty, 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.
With regard to the Senior Management, as stated in the Internal Code of Conduct in the Securities' Markets of the Company, they must act with loyalty, refrain from intervening or influencing in the decision making on those matters where they are conflicted, and not to access confidential information related to such conflict.
D.7 Is more than one company of the group listed in Spain?
Yes □ No ☒
Identify the subsidiaries listed in Spain and their relationship with the company:
Identity and relationship with other listed companies in the group
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
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, regarding 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 targets set.
In this regard, the Group has a Comprehensive Risk Management System (hereinafter SIGR) at corporate level that identifies, monitors and responds to the different types of financial and non-financial risks to which the Group is exposed, including within the category of financial or economic risks, those related to tax, contingent liabilities and other off-balance risks.
This SIGR, which the Group continued to develop and evolve in 2018, is based on the COSO ERM—Enterprise Risk Management—model (a systematic and detailed approach that helps identify occurrences, evaluate, prioritise and respond to risks related to achieving business objectives), and in the good practices referred to in the Code of Good Governance for Listed Companies and in Technical Guide 3/2017 on Audit Committees of Public Interest Entities.
In order to facilitate and promote effective, comprehensive and uniform management, the Group established 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 an intrinsic part of the organisation's decision-making processes in terms of both the governance and administrative bodies and the management of operations. The policy 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 has a Corporate 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 preventing or, in the event of occurrence, minimising them. During the 2018 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 and informed manner.
Furthermore, on 19 November 2018, the Operational Risk Committee (hereinafter, "CRO") approved the SIGR Corporate Procedure, which establishes the basic guidelines for the identification, assessment, management, response and reporting of risks of a different nature from each of the organisational areas.
It should be noted that in addition to corporate risk management, each of the Group's areas carries out more fragmented risk management through its corresponding managers. The work carried out by these managers is included in the Corporate Risk Map through the involvement of the members of the CRO, which is made up of toplevel executives, representatives of the Group's Divisions, Business Units and Corporate Departments.
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.
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 SIGR targets, providing shareholders, other stakeholders and the general market with an adequate level of guarantee that protects generated value.
Although the SIGR is a process that affects and involves all of the Group's personnel, in accordance with the SIGR Policy approved by the Board of Directors, those entrusted with ensuring its smooth running and its functions are the following:
The Board of Directors.
It is responsible for approving the 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.
In addition to other committees set up at the level of the different organisational units to monitor specific risks (such as, among others, those associated with project management, information systems and regulatory compliance, including tax compliance); at corporate level there is the CRO and the Executive Risk Committee (CRE), made up of top-level executives, representatives of the Group's Divisions, Business Units and Corporate Departments. It is responsible for supporting the Board of Directors 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 remain at an acceptable level.
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.
In accordance with the rules governing the department, approved by the Audit Committee, the Internal Audit Department is responsible for coordinating the Group's risk management, among other things. The following key responsibilities have been set out in the SIGR Policy, in relation to such:
coordination with the Risk Committees and with those responsible for specific risk management for risk measurement processes, controls, action plans and procedures required to mitigate them.
Within the Group structure, Internal Audit and Risk Management Department 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 State the main risks, including tax risks and insofar as those arising from corruption are significant (the latter being understood under the scope of Royal Decree Law 18/2017), which may affect the achievement of the business objectives.
The Group defines risk as any potential event, internal or external, that may negatively affect the achievement of the objectives regarding the various Group processes and, therefore, the materialisation of the Group's strategic objectives, its methods or its reputation. Given the nature of the sector and the geographical areas in which the Group operates, the organisation is subject to various risks that could impede the attainment of its objectives and the successful execution of its strategies.
The process of identifying and assessing the risks affecting the Group mainly took into account the following risk factors, for which the Group has put in place monitoring and response plans and measures:
the long term. These include:
The risks associated with the criminal liability of legal entities, the impact of corruption in the different countries where the Group operates and unethical or irregular conduct are considered, among others. This category also includes risks arising from potential legislative and regulatory changes, and the Group's capacity to anticipate and ability to react such.
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 in the SIGR Policy, approved by the Company's Board of Directors, and sets out that all risks that jeopardise compliance with the Group's strategies and objectives are to be kept at an acceptable low risk level.
The members of the Operational Risk Committee (CRO) and the Executive Risk Committee (CRE) took part in updating the Corporate Risk Map in financial year 2018. The main objectives of this updating process were to identify possible emerging risks and to assess all of the risks in terms of impact, probability of occurrence and effectiveness of the controls established, in accordance with the assessment scales defined and which were updated in 2018 in order to adapt to the strategy and changes in our business environment and which will continue to be reviewed at least once a year for the same purpose. These assessment scales cover the different aspects of risk impact (financial, operational, regulatory framework and reputation) and entail suitable levels that allow for a standardised risk assessment. These scales reflect the Group's appetite and level of risk tolerance.
E.5 State what risks, including tax risks, have materialised during the financial year.
During the year, the risks inherent in Group's activity materialised at levels consistent with the Group's levels in the past and within acceptable impact limits. These risks include fluctuations in exchange rates due to the volatility of the currencies of emerging countries during the year, the impact of which has been reasonably mitigated.
The translation effect of the EBITDA into currencies different than those at an average exchange rate of 2018 entails a reduction of 70 EUR millions, comparing to average exchange rate of 2017. This has been softened by sale price adjustments in order to compensate currency devaluation. Also, there has been a negative impact amounting to 19 EUR millions because of the open positions in currencies different than those of each country.
In general, the SIGR, along with the policies and risk control and management systems that develop it, allow effective action to be taken on the risks and for suitable action plans to be drawn up, where necessary.
E.6 Explain the response and oversight plans for the entity's main risks, including tax risks, as well as the procedures followed by the company to ensure that the board of directors responds to any new challenges that arise.
The Group has defined a SIGR that entails organisation, procedures and resources, making it possible to identify, measure, assess, prioritise, and respond to risks to which the Group is exposed. In this regard, two risk 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 include the Group's Code of Conduct, the Whistleblowing Hotline, the Ethics Committee, which is responsible for the analysis and investigation of complaints received, and the Anti-Corruption and Fraud Policy, along with other mechanisms broadly defined in the SIGR Policy, as part of the responsibilities of the SIGR's constituent bodies which are set out in point E.2 above:
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 ensure that operational activities carried out are aligned with the Group's aims and targets.
In this sense, the Group currently has various organisational units or departments that analyse, continuously monitor and provide a response in various areas specialised in risk management, including: Internal control over financial information, Human Resources, Regulatory Compliance, Insurance, Corporate Social Responsibility, Quality, Operations Control, Corporate Security, Information Systems, Occupational Hazards Prevention, Project Management, Communication, Commercial, Financial Management and Development of advanced equipment. These units and departments form part of the Group's SIGR and are represented on the Risk Committees.
Describe the mechanisms making up the risk control and management systems with respect to the process of issuing the entity's financial information (ICFRS).
Indicate at least the following, specifying the main features thereof:
F.1.1. What bodies and/or functions are responsible for: (i) the existence and maintenance of an adequate and effective internal control over financial reporting system (ICFRS); (ii) the implementation thereof; and (iii) oversight thereof.
The Board of Directors has the ultimate responsibility for the existence and maintenance of an adequate and effective Internal Control over Financial Reporting System (hereinafter ICFRS). For these purposes, the Regulations governing Gestamp's Board of Directors 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".
The Group has developed an ICFRS Policy, approved by the Board of Directors, 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); This Policy establishes that the Group's Financial Management (through the Internal Control Function) is responsible for the design, implementation and operation of the ICFRS. Within the scope of these functions, it must promote the importance of internal control in the different countries where the Group is present, starting with raising awareness of control requirements at all levels of the Group, all through ongoing support in its work both regarding determining documentation associated with the ICFRS, validating the design and effectiveness of the controls, and the implementation of the identified action plans.
The oversight of the ICFRS is the responsibility of the Audit Committee. 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 this end, the Audit Committee relies on the Internal Audit Department, which has rules regulating the task of overseeing the effective functioning of the internal control system.
The Group's Human Resources and Organisation Management and the Board of Directors through its Executive Chairman are in charge of defining and modifying the organisational structure of the Group at a high level, with the monitoring support by the Nomination and Compensation Committee. In addition, the different organisational units have the autonomy to develop and propose changes in their respective organisational structures using the criteria established by the abovementioned bodies. Any proposal for organisational change is communicated to the Group's Human Resources and Organisation Department in order to be validated and registered in the Human Resources Corporate System, the organisational management module SAP HCM and its contribution on the organisation charts published on the Company's intranet. These organisation charts graphically represent the relationships between the different Group departments.
For each role defined, the Human Resources and Organisation 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 Group companies that are production centres where there are quality certifications, the specific jobs are described in accordance with the tasks carried out by the different people in the team at each plant.
The ICFRS documentation includes a risk and control matrix where, individually for each control, both the responsible organisational structures and the owners of each of the controls have been identified in relation to the financial reporting process.
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 which sets out the standards of ethical conduct that the Group requires from all of its employees and which is available on the Group's website.
In 2018, the Code of Conduct was reviewed and updated to adapt it to the Group's current situation. The new version was drafted by the Ethics Committee, proposed by the Audit Committee and, finally, approved by the Board of Directors on 7 May 2018.
The main changes have been:
In 2018, replicating the action for the initial launch in 2011, the Group implemented a dissemination plan in relation to the new Code of Conduct among employees in all jurisdictions, who were also asked to confirm receipt of such. In addition, as part of the plan to welcome new Group employees, a copy of the Code of Conduct is provided and their adhesion is requested.
Regarding training, all Group employees 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 Company 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 face-to-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, Human Resources Managers identify whether it is necessary to implement a plan of action in relation to the Code of Conduct.
In relation to the financial information, there is a section in the Code on "Integrity towards our shareholders and business partners", which establishes that acting responsibly and with transparency goes hand in hand with protecting value. All employees create value for the shareholders when they put the company's interests first, when they ensure that business records are accurate and when they properly protect the company's resources, its information and assets. Furthermore, this section also includes a rule corresponding to "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 the Group. Therefore, an employee of the Group:
The Ethics Committee is the body responsible for analysing non-compliances of the Code of Conduct, studying complaints and proposing remedial actions and sanctions. Its duties and governance are set out in the Regulations of the Ethics Committee. Members of Senior Management and an external advisor make up the Committee and reports directly to the Board of Directors.
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 Group has two channels of communication for employee complaints and accusations.
Complaints can also be made through the Human Resources managers. Each month, the Human Resource managers report any complaint made to the person in charge of managing complaints at corporate level (Compliance Office). This person is part of the Group's Human Resources and Organisation Department.
Furthermore, there is a reporting channel for complaints that can be used by Group personnel and by third parties (such as customers or suppliers), which offers increased confidentiality for whistle-blowers. The difference between the channels is as follows:
Both channels are available on the company's intranet and on the website.
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.
The Group's Reporting Channel allows any kind of non-compliance with Code of Conduct, including irregularities of a financial and accounting nature, and any irregular activity that could take place within the Group, to be communicated. The Audit Committee receives a periodic report on the complaints made through the Reporting Channel, the investigations carried out and, where appropriate, the measures adopted.
In 2018, 122 reports were received, 120 of which were complaints regarding potential breaches and 2 were queries and suggestions. 23 complaints were received through Human Resource Managers (Representatives), 31 directly through the Compliance Office by email and 66 through SpeakUp 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 Group's Training and Development Department draws up a training plan with all areas, including those that are part of the Finance Department. This plan includes the different external and internal training activities geared towards members of the areas under the Group's Finance Department and 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 the Group's clients, products and technology, and training activities regarding its internal processes and management systems.
Specific programmes
The Group 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 occasional specific training activities aimed at personnel in finance areas and other related areas in the countries where the Group operates in order to communicate, train or update any subjects 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.
Therefore, in financial year 2018, there was over 4,590 hours of specific training and 294 training events given in which approximately 639 employees took part from the 22 countries where the Group operates. These training activities consist of regular training and update programmes for personnel involved in the preparation and oversight process of financial reporting and they cover accounting standards, auditing, internal control, and risk management, among other areas of knowledge.
Furthermore, in the first quarter of 2018, the Group's Human Resources and Organisation Department launched a talent attraction programme, aimed at developing functional analysts, with the objective of giving training on the parameterisation of the IT tool, Corporate SAP, used in preparing financial information. This supports compliance with the Group's Criteria Manual and Accounting Policies, as well as continuous improvement regarding the control and monitoring of the Group's financial, control, purchase and sales processes. 10,746 hours, divided into theoretical and practical stages, have been dedicated to this highly specialised programme.
Indicate at least the following:
The Group bases its process to identify error or fraud risks in financial information on the COSO framework (Committee of Sponsoring Organizations for the Commission of the Treadway Commission), implementing practices aimed at designing and maintaining an internal control system that provides reasonable assurance with regard to the reliability of the regulated financial information.
As referred to in section F.1.1., the Group has an ICFRS Policy that includes, among other aspects, the general description of the ICFRS 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. Based on this methodology, the scope matrix of the ICFRS was defined.
The scope matrix for the ICFRS, which is updated on an annual basis, after the consolidated financial statements have been prepared, aims to identify the accounts and disclosures that have significant associated risks and which could have a potential material impact on financial reporting. It also establishes the processes to review regarding its design and effectiveness in each country where the Group operates.
During financial year 2018, the Group identified the financial reporting risks by analysing the information contained in the audited consolidated financial statements at 31 December 2017, selecting the most relevant accounts and significant disclosures according to quantitative criteria and risks. The 2018 ICFRS scope matrix was approved by the Audit Committee on 7 May 2018.
Whether the process covers all the objectives of financial reporting (existence and occurrence; integrity; assessment; presentation, breakdown and comparability, and rights and obligations), whether it is updated, and how often.
For each of these accounts and significant disclosures, their associated critical processes and subprocesses are established and the risks that could lead to errors and/or fraud in financial reporting are identified, covering all of the financial reporting objectives (existence and occurrence; integrity; assessment; presentation and breakdown; and rights and obligations).
The existence of a process for the identification of the scope of consolidation, taking into account, among other matters, the possible existence of complex corporate structures, holding entities, or special purpose entities.
With regard to the scope of consolidation, the Chairman, the CEO, the Group's Legal Manager, the Tax Consultancy Manager and the Finance Manager hold meetings as the Finance and Tax Committee, where they address issues relating to, among others, the purchase or withdrawal of companies in which the company has direct or indirect interests, as well as possible changes to be made regarding said interest. Similarly, the Committee identifies the need to undertake specific corporate operations, such as incorporations, mergers, divisions or the winding-up of companies that form part of the Group.
The conclusions approved by the Finance and Tax Committee in the area of company acquisitions and dispositions, and adoption of company operations, are initially compiled by the Group's Legal Department, which is in charge of drawing up the legal documentation required. Furthermore, the Legal Department informs the Consolidation team of any company acquisition or disposition, as well as any interest in them, and any corporate operation that may affect the scope of consolidation. This is done at least on the date on which such operation becomes effective. -
Based on the information received by the Finance and Tax Committee and by the Legal Department, the Department Responsible for Consolidation in the Group's Economic-Finance Department updates the scope of consolidation on the consolidation application used by the company. Furthermore, on a quarterly basis, this information is compared with that contained in the consolidation reporting package that each Group company sends to carry out the quarterly consolidation.
The process takes into account the effects of other types of risks (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements.
As reffered to in section E.1., the Group has SIGR Policy, which was approved by the Board of Directors in 2017. The purpose of the SIGR is to establish the basic principles, guidelines and the general framework for action to ensure that 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 the Group.
The SIGR Policy is inspired by the following reference frameworks:
This Policy, containing five risk categories (strategic, operational, reporting, compliance and financial) is applicable to all Group companies. Reporting risks include those related to the reliability in the preparation, collection and presentation of financial and non-financial information, both internal as well as external, relevant to the Group.
These risks 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. Consideration is given, among others, to the types of operational, technological, financial, legal, environmental, social and tax- and reputation-related risks, including, under financial risks, those relating to contingent liabilities and other off balance-sheet risks.
Following the update of the Risk Map, which is analysed every year, it is verified that the risks that could have an impact on the financial information drafting processes or on the reliability of it are provided for in the ICFRS model. This is done to analyse the need to include additional processes or controls in said model and/or in the matrix scope for the following financial year.
What governance body of the entity supervises the process.
Responsibility for the oversight of the effectiveness of the ICFRS and the Integrated Risk Management System lie with the Audit Committee through the Internal Audit Management, according to that set out in Article 40 of the Regulations governing Gestamp's Board of Directors.
As stated in the previous sections, the Audit Committee approved the ICFRS scope matrix on 7 May 2018 as a way of supervising the risk evaluation process.
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 Executive Chairman and the Managing Director, who then proceed to approve them. The annual review and authorisation procedure will conclude with them being submitted to the Audit Committee by the Managing Director and the Finance Department, and its preparation by the Board of Directors.
In financial year 2018 and, in accordance with the scope matrix of the ICFRS, the Internal Control Department continued to define the risk and control matrix, and the process documentation 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, stock, fixed assets, collection and payment management, etc.), specifically including the closing, reporting and consolidation process, as well as all of those that are affected by significant judgments, estimates, assessments, and projections.
The documentation in each of the processes comprises:
For each control, the following have been identified:
The Group is launching an ongoing process for updating the internal control system which guarantees the quality and reliability of financial and non-financial reporting, not merely limiting itself to yearly or half-yearly financial reports.
As such, among other measures, in 2018 the Group finalised the internal development of a specific tool called Gescompliance. This tool allows an ongoing updating, selfevaluating and supervising process to take place on the correct functioning of the internal control system of financial information, ensuring its reasonable reliability in a single centralised environment. Gescompliance contributes to strengthening the internal control at all levels of the organisation, facilitating the effectiveness evaluation process and the control designs, as well as monitoring the action plans.
In financial year 2018, the undertaking of the initial load of all the control and risk matrices of the processes identified as key, of the companies whose review had finalised and was approved in said year, commenced.
Furthermore, during financial year 2018, work started on defining the training plan for all users of the tool, owners of the controls and others involved in the ICFRS in order to carry out the evaluations that continuously ensure the effectiveness of the ICFRS in the Group through said tool. Said training plan is expected to finalise during the first quarter of 2019, although there will be continuous training due to the extensive geographical diversity in which the Group operates.
With regard to significant judgments, estimates and projections, it is the Group's Economic-Finance Department or the Division Controlling departments that set the hypotheses and perform the calculations. To do so, they use information, such as the budgets for the coming financial years and the strategic plans, which the different Group companies report through a shared platform that is managed by the Group's Controlling Department. In certain cases (such as the valuations of fixed assets and actuarial study calculations), he information provided by specialists external to the Group is also used. 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.
The Group has internal control policies and procedures on the information systems supporting the relevant processes, including the preparation and review process for financial reporting.
In the process to identify technological risks that may affect the confidentiality, integrity and availability of financial information, the Group identifies what systems and applications are relevant in each of the areas or processes considered significant.
The systems and applications identified include both those that are directly used to prepare the financial information and those that are relevant for the effectiveness of the controls that mitigate the risk of errors arising therein.
Taking into account this information, the Plan of Business Continuity of Information Systems is reviewed on a yearly basis. This plan establishes action plans for mitigating the risks arising from information system dependency that could affect the achievement of business objectives.
Generally speaking, the following controls exist to provide the Group with reasonable assurance concerning the internal control of reporting systems:
The controls on the information technology implemented in the area of financial systems are validates every year in order to ensure their effectiveness. Any incidents identified are evaluated and the appropriate measures adopted to correct them in the time and manner established.
F.3.3. Internal control policies and procedures designed to supervise the management of activities outsourced to third parties, as well as those aspects of assessment, calculation, or valuation entrusted to independent experts, which may materially affect the accounts.
The Group does not usually have activities outsourced to third parties which may materially affect the financial statements. In any case, when the Group outsources certain work to third parties, it ensures the subcontracted company has the technical skills required, independence, competence and solvency.
In financial year 2018, 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.
Indicate whether at least the following are in place and describe their main features:
F.4.1. A specific function charged with defining and updating accounting policies (accounting policy area or department) and with resolving questions or conflicts arising from the interpretation thereof, maintaining fluid communications with those responsible for operations at the organisation, as well as an updated accounting policy manual that has been communicated to the units through which the entity operates.
Within the Group's Economic-Finance Department, there is Department Responsible for Consolidation (hereinafter, "Consolidation Team"). The functions assigned to said team, specifically established in the Group's Criteria and Accounting Policies Manual, include a team update, which must be undertaken at least once per year.
This Manual includes the main policies applicable to the Group's operations, as well as the criteria that are to be followed by those in charge of recording the financial information, examples of its application and the chart of accounts for consolidation. The last update was in December 2018.
In addition, there is another department in the Economic-Finance Department that is responsible for the design and definition of the financial processes to be applied in companies using the Corporate 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 regard to daily transaction accounting, the responsibility for resolving queries in relation to these processes lies with the Department Responsible for the design and Definition of Financial Processes, whereas any queries regarding accounting policies are resolved by the Consolidation Team, as stated in the Manual. This centralisation of query resolution allows for increased standardisation of criteria.
The information required to update the Criteria and Accounting Policies Manual is received by the Consolidation Team through 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 Consolidation Team 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 Consolidation Team. This package includes the information structure required to then proceed to add it.
The Consolidation Team has a master in which each account in the local consolidation chart of accounts is associated with the corporate 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,
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, with support from the Internal Audit Management, which hierarchically depends on the Managing Director and functionally on the Audit Committee.
Some of the duties of the Internal Audit Management are supporting the Audit Committee in overseeing the correct functioning of the ICFRS, reporting the conclusions obtained from its audits through the regular appearances of the Internal Audit Director at Audit Committee meetings during the financial year. Such conclusions include possible corrective actions of the weaknesses detected, and their monitoring once approved.
In this respect, the Internal Audit Management is responsible for executing the Internal Audit Plan for financial year 2018 that was approved on 14 December 2017 by the Audit Committee. The 2018 Audit Plan includes, among other aspects, the auditing of the design of the key ICFRS processes and the effectiveness evaluation of the general IT controls, implemented in the applications or systems under the ICFRS scope due their importance in producing the Group's financial information.
On 7 May 2018, the Audit Committee approved the scope matrix of the ICFRS established by the Internal Control Department, in accordance with what is stated in section F.2.1, and supervised degree of progress of the work carried out in relation to the ICFRS through periodic reports submitted by the Internal Audit Director to the Audit Committee.
During the 2018 financial year, in accordance with the Audit Plan and the ICFRS scope matrix, a review continued on the design of the controls at plants included in the scope.
In the area of IT, 3 out of the 4 SAP systems that currently support the industrial and financial processes in the Group were audited. The 4th is envisaged to be reviewed in 2019. Furthermore, a review was carried out on other transversal applications that are used both at a corporate level and at the majority of the Group's plants. These include the Group consolidation application, the applications of administration support for human resources management and the application for purchasing process management.
In these audits, action plans aimed at strengthening the internal control system were established. The results of the audits have been periodically reported to the Audit Committee.
As such, the Audit Committee, in accordance with its duties, includes in its Activities Report the tasks it has undertaken under its role of overseeing the Internal Control System during 2018. Among other aspects, the activity report for financial year 2018 includes:
Article 40 of the Regulations of the Board of Directors govern the power held by the Audit Committee with regard to regularly receiving information on the activities of the Internal Audit Department; verifying 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, without ever compromising its independence. To this end, and where applicable, recommendations and proposals, together with the relevant follow-up deadlines, may be submitted to the board of directors.
In accordance with the process established for such purpose, any significant internal control weakness that has been detected by the auditor of the financial statements in the course of its work, will be formally reported in writing to the two levels of management: to the Management that will define, in such case, the action plans to be implemented to mitigate the internal control weaknesses detected, which will be subsequently presented to the Audit Committee.
Eight meetings of the Audit Committee were held in 2018.
External auditors attended four Audit Committee meetings to communicate the provisional status of the audit work on the limited review of the half-yearly information, the Group's financial statements and the essential facts detected, including the areas for improvement detected in the internal control, which, without being significant weaknesses, have been deemed to be potentially useful.
The Director of the Internal Audit Committee has periodically participated in Audit Committee meetings, presenting the degree of progress of the work undertaken in relation to the ICFRS, as well as the internal control weaknesses identified in the course of said work.
Not applicable.
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 its admission to trading on the Continuous Market on 7 April 2017.
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 □
During the Ordinary General Shareholders' Meeting held on 7 May 2018, the Chairman of the Board of Directors gave the floor to the Secretary of the General Meeting so as to inform the shareholders of the most relevant aspects of Corporate Governance relating to said General Meeting, that is, regarding: (i) the Annual Report on the Remuneration of Directors for financial year 2017, which was submitted for advisory approval of the General Meeting under point five of the agenda; (ii) the Corporate Governance Annual Report for financial year 2017, detailing how the company complies with the Recommendations from the Good Governance Code of Listed Companies applicable to it following its admission to trade on the stock market; and (iii) the report on the independence of the external auditor issued by the Audit Committee. It was not necessary to inform on changes relating to corporate governance arising after the previous Ordinary General Meeting as no change took place.
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 ☒ Partly complies □ Explain □
5. The board of directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding 20% of capital at the time of such delegation.
When the board approves the issuance of shares or convertible securities without preemptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.
Complies ☒ Partly complies □ Explain □
Complies □ Explain ☒
The company did not believe that live broadcasting of the Ordinary General Shareholders' Meeting held on 7 May 2018 was necessary, given that it was the first General Meeting that the Company had held as a limited listed company. In that respect, it was considered to firstly analyse the advisability of broadcasting the referred meeting. In future meetings of the General Shareholders' Meeting, this broadcasting possibility will be analyse once again.
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 chairperson of the audit committee and the auditors should give a clear account to shareholders of their scope and content.
Complies ☒ Partly complies □ Explain □
9. The company should disclose on its website, on an ongoing basis, its conditions and procedures for admitting share ownership, the right to attend general meetings and the exercise or delegation of voting rights.
Such conditions and procedures should encourage shareholders to attend and exercise their rights and be applied in a non-discriminatory manner.
Complies ☒ Partly complies □ Explain □
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 □ Partly complies □ Explain □ Not applicable ☒
12. The board of directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interest, understood as the creation of a profitable business that promotes its sustainable success over time, while maximising its economic value.
In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to principles of good faith, ethics and respect for commonly accepted customs and good practices, but also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and other stakeholders, as well as with the impact of its activities on the broader community and the natural environment.
Complies ☒ Partly complies □ Explain □
13. The board of directors should have an optimal size to promote its efficient functioning and maximise participation. The recommended range is accordingly between five and fifteen members.
Complies ☒ Explain □
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 □ Partly complies ☒ Explain □
As referred to in section C.1.7., Nomination and Compensation Committee, in the context of the evaluation that was conducted on the compliance of the Policy for the Selection of the Board of Directors on 17 December 2018, an evaluation was not carried out on how said policy is fostering the objective of obtaining at least a 30% representation of women on the Board of Directors by 2020.
However, in the context of the evaluation of the Board of Directors referred to in sections C.1.17 and C.1.18, the action plan drawn up by the Nomination and Compensation Committee submitted for the approval of the Board of Directors, includes some recommendations to be performed during 2019, between others, the monitoring of the fulfilment of the diversity principle stated in the Selection Policy of the Board of Directors and the Guidelines for the knowledge, skills, diversity and experience required on 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 ☒ Partly complies □ 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:
Complies ☒ Explain □
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 □
greater than that of others applying successfully for a proprietary directorship. Complies □ Partly complies □ 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 ☒ Partly complies □ Explain □ Not applicable □
21. The board of directors should not propose the removal of independent directors before the expiry of their tenure as mandated by the bylaws, except where they find just cause, following a report by the 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 ☒ Partly complies □ 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 ☒ Partly complies □ 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 ☒ Partly complies □ 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.
Complies ☒ Partly complies □ Explain □
26. The board should meet with the necessary frequency to properly perform its functions, eight times a year at least, in accordance with a calendar and agendas set at the start of the year, to which each director may propose the addition of initially unscheduled items.
Complies □ Partly complies ☒ Explain □
In 2018, the Board of Directors met seven (7) times. Further meets were not necessary for the correct monitoring of the business or appropriate company representation, management and administration. However, as in 2017, the number of meetings may be higher in future financial years.
27. Director absences should be kept to a strict minimum and quantified in the annual corporate governance report. In the event of absence, directors should delegate their powers of representation with the appropriate instructions.
Complies ☒ Partly complies □ Explain □
28. When directors or the secretary express concerns about some proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the meeting, they should be recorded in the minute book if the person expressing them so requests.
Complies ☒ Partly complies □ Explain □ Not applicable □
29. The company should provide suitable channels for directors to obtain the advice they need to carry out their duties, extending, if necessary, to external assistance at the company's expense.
Complies ☒ Partly complies □ Explain □
30. Regardless of the knowledge directors must possess to carry out their duties, they should also be offered refresher programmes when circumstances so advise.
Complies ☒ Explain □ Not applicable □
31. The agendas of board meetings should clearly indicate on which points directors must arrive at a decision in order for them to study the matter beforehand or gather together the material they need.
For reasons of urgency, the chairperson may wish to present decisions or resolutions for board approval that were not on the meeting agenda. In such exceptional circumstances, their inclusion will require the express prior consent, duly recorded in the minutes, of the majority of directors present.
Complies ☒ Partly complies □ Explain □
32. Directors should be regularly informed of movements in share ownership and of the views of major shareholders, investors and rating agencies on the company and its group.
Complies ☒ Partly complies □ Explain □
33. The chairperson, as the person charged with the efficient functioning of the board of directors, in addition to the functions assigned by law and the company's bylaws, should prepare and submit to the board a schedule of meeting dates and agendas; organise and coordinate regular evaluations of the board and, where appropriate, the company's chief executive officer; exercise leadership of the board and be accountable for its proper functioning; ensure that sufficient time is given to the discussion of strategic issues, and approve and review knowledge refresher courses for each director, when circumstances so advise.
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
34. When a coordinating independent director has been appointed, the bylaws or 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 chairperson or vicechairpersons, if they exist; give voice to the concerns of non-executive directors; maintain contacts with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the company's corporate governance; and coordinate the chairperson's succession plan.
| Complies ☒ Partly complies □ Explain □ |
Not applicable □ |
|---|---|
| ---------------------------------------------- | ------------------ |
35. The board secretary should strive to ensure that the board's actions and decisions are informed by the good governance recommendations contained in this Good Governance Code that are of relevance to the company.
Complies ☒ Explain □
The evaluation of board committees should start from the reports they send the board of directors, while that of the board itself should start from the report by the 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.
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 □ | Partly complies □ | Explain □ | Not applicable ☒ |
|---|---|---|---|
38. The board should be kept fully informed of the business transacted and decisions made by the executive committee. To this end, all board members should receive a copy of the minutes of executive committee meetings.
| Complies □ | Partly complies □ | Explain □ | Not applicable ☒ |
|---|---|---|---|
39. All members of the audit committee, particularly its chairperson, 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.
Complies ☒ Partly complies □ Explain □
40. There should be a unit in charge of the internal audit function, under the supervision of the audit committee, to monitor the effectiveness of reporting and internal control systems. This unit should report functionally to the board's non-executive chairperson or the chairperson of the audit committee.
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quality or independence.
Complies ☒ Partly complies □ Explain □
43. The audit committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior officer.
Complies ☒ Partly complies □ Explain □
44. The audit committee should be informed of any fundamental changes or corporate transactions the company is planning, so the committee can analyse the operation and report to the board beforehand on its economic conditions and accounting impact and, when applicable, the exchange ratio proposed.
Complies ☒ Partly complies □ Explain □ Not applicable □
Complies ☒ Partly complies □ Explain □
47. Members of the appointments and remuneration 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.
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
48. Large cap companies should operate separately constituted appointments and remuneration committees.
| Complies □ | Explain □ | Not applicable ☒ |
|---|---|---|
49. The appointments committee should consult with the company's chairperson and chief executive, especially on matters relating to executive directors.
When there are vacancies on the board, any director may approach the appointments committee to propose candidates that it may consider suitable.
Complies ☒ Partly complies □ Explain □
Complies ☒ Partly complies □ Explain □
e) Meeting proceedings should be minuted and a copy made available to all board members.
Complies □ Partly complies □ Explain □ Not applicable ☒
Complies ☒ Partly complies □ 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.
Complies ☒ Partly complies □ Explain □
56. Director remuneration should be sufficient to attract individuals with the desired profile and compensate the commitment, abilities and responsibility that the post demands, but not so high as to compromise the independent judgement of non-executive directors.
Complies ☒ Explain □
57. Variable remuneration linked to the company 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 ☒ Partly complies □ Explain □
58. In the case of variable awards, remuneration policies should include limits and technical safeguards to ensure they reflect the professional performance of the beneficiaries and not simply the general progress of the markets or the company's sector, or circumstances of that kind.
In particular, variable remuneration items should meet the following conditions:
Complies □ Partly complies ☒ Explain □ Not applicable □
The Company's variable remuneration system is based on strictly objective, measurable and quantifiable economic-financial criteria that is 100% linked to the value of the Group. Such objective is understood as a multiple of the consolidated EBITDA, less the net debt. In this respect, the company understands that said criteria consider the risk undertaken in order to obtain the result; as such, they consider not only the obtention of the results, measured in EBITDA terms, but also the levels of debt the company has in achieving them.
The variable remuneration system applied to the Company's Executive Directors is applicable to all employees with variable remuneration. That is, the same measurement objectives and criteria are applied to over 1,200 employees, including directors, managers and employees. The variable renumeration policy exclusively includes financial criteria relating to the degree of compliance with the rules and the company's internal procedures, and its risk control and management policies. The company applies the zero-tolerance principle to all partial and full non-compliances of the company's internal procedures and risk control and management policies through the commitment and acceptance, by employees, directors and managers, of the company's Code of Conduct and its internal development rules.
The company's remuneration policy is established based on a balance between the shortmedium- and long-term compliance of objectives, given that, in addition to annual variable remuneration, the company also has:
• A long-term incentive plan was approved in 2016 corresponding to the 2016-2020 period for certain company executives, among whom is Mr Francisco López Peña, the CEO, 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 the company's key employees. The 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.
• The alignment of executives, including Francisco López Peña, the CEO, with the company's long-term strategy, market evolution, and share price on the stock exchange, is undertaken by means of the plan launched in 2016, through which key executives were offered the chance to buy company shares at the market price.
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 ☒ | Partly complies □ | 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 ☒ Partly complies □ Explain □ Not applicable □ |
|---|
| ------------------------------------------------------------------ |
61. A major part of executive directors' variable remuneration should be linked to the award of shares or financial instruments whose value is linked to the share price.
| Complies □ | Partly complies □ | 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.
The company does not directly contemplate a variable remuneration system for Executive Directors that includes the giving of shares or financial instruments whose value is linked to the share price. However, in 2016 the company offered certain key directors of the Group, including Francisco López Peña, the CEO of the Group, the possibility of buying company shares at the market price, a measure with which the interests of executive directors and senior management are aligned with the long-term objectives of the company. As a result, the inclusion of the provision of shares as variable remuneration has been deemed unnecessary.
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 □ | Partly complies □ | Explain □ | Not applicable ☒ | |
|---|---|---|---|---|
| -- | ------------ | ------------------- | ----------- | ------------------ |
63. Contractual arrangements should include provisions that permit the company to reclaim variable components of remuneration when payment was out of step with the director's actual performance or based on data subsequently found to be misstated.
Complies ☒ Partly complies □ Explain □ Not applicable □
64. 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 ☒ | Partly complies □ | Explain □ | Not applicable □ |
|---|---|---|---|
Specifically, state whether the company is subject to laws other than Spanish laws regarding corporate governance and, where applicable, include any information that the company is required to provide which is different to the information required in this report.
Section A.7.
Private shareholders' agreement entered into by Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp 2020, S.L. on 23 December 2016.
The most significant agreements it contains affecting the Company are as follows:
Private shareholders' agreement entered into by Mr. Francisco José Riberas Mera, Halekulani, S.L., 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:
Regarding the appointment of Mr. Shinichi Hori and Mr. Tomofumi Osaki, it is established that they 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.7.
The amount of remuneration of the Board of Directors accrued in 2018 included in this section differs from the amount included on the Note 32.2. to the annual financial statements of the Group as the accrual criteria applied is different regarding the long term incentive.
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.1.14 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 2018 as set out in section C.1.14 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 2018 Financial Statements have been formally approved by the Annual General Shareholders' Meeting which will be held in 2019; the sum of any benefits granted and compensation paid due to two Senior Managers leaving the Management Committee in the year in question.
Also, the remuneration amount of the Senior Management accrued in 2018 included in this section differs from the amount included on the Note 32.3. to the annual financial statements of the Group as the accrual criteria applied is different regarding the long term incentive.
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 Chairperson.
(d) The Secretary shall be the Secretary of the Board of Directors.
(e) They may seek external advice when deemed necessary for the performance of their duties under the same circumstances as those applicable to the Board (mutatis mutandi). (f) Minutes shall be taken of the meetings and a copy thereof shall be sent to all the members of the Board.
(g) The committees shall meet whenever necessary, at the Chairperson'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 Chairperson shall have the casting vote.
(i) The Chairman 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.
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.
(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.
(…)
(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 CEO of the Company.
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.
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."
For the purposes of communicating the number of female directors and the percentage thereof in the years prior to 2017, it is hereby stated that the Company did not have an Audit Committee or Nomination and Compensation Committee established in such years given that its shares were admitted to trading in 2017.
Section D.2.
For further information, see section 32 of the report of the Group's Consolidated Financial Statements corresponding to year-end 31 December 2018.
The Group has been a signatory of the Principles of the United Nations Global Compact since 24 July 2008, and it became a partner of the Global Compact in 2011.
This annual corporate governance report was approved by the Company's Board of Directors at its meeting held on 28 February 2019.
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 |
Reasons (opposed, abstained, absent) |
Explain the reasons |
|---|---|---|
| report | ||



The Directors of the Board of Directors of GESTAMP AUTOMOCIÓN, S.A. state that, to the best of their knowledge, the Individual Annual Financial Statements of GESTAMP AUTOMOCIÓN, S.A. and the Consolidated Annual Financial Statements (consolidated annual accounts) of GESTAMP AUTOMOCIÓN, S.A. and its subsidiaries for Fiscal Year 2018, drawn up by the Board of Directors at its meeting of February 28, 2019 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 28, 2019.
_____________________________________ Mr. Francisco José Riberas Mera (Executive Chairman) ________________________________________ Mr. Francisco López Peña (CEO) _______________________________________ Mr. Juan María Riberas Mera (Director) _____________________________________ Mr. Shinichi Hori (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 this document does not include Director Mr. Geert Maurice van Poelvoorde signature because he is absent due to unavoidable professional commitments and he has issued a proxy to delegate his vote to Director Mr. D. Juan María Riberas Mera, in connection with the matters set forth in the Agenda for the Board of Directors meeting of 28 February 2019 (which includes the approval of the Individual and Consolidated Annual Financial Statements and of the Individual and Consolidated Management Reports for Fiscal Year 2018).
Secretary
__________________________ Mr. David Vázquez Pascual
The previous Consolidated Annual Financial Statements for the fiscal year 2018, de GESTAMP AUTOMOCIÓN, S.A. and subsidiaries, included in preceding pages 1 to 147, both inclusive, the Consolidated Management Report for the year 2018 included in the preceding pages 1 to 65, both inclusive, and the Annual Corporate Governance Report included in the preceding pages 1 to 87, both included, have been sign off by the members of the Board of Directors at their meeting on February 28, 2019.
| ________ | ________ |
|---|---|
| Don Francisco José Riberas Mera | Don Juan María Riberas Mera |
| President | Vicepresident |
| ________ | ________ |
| Don Francisco López Peña | Don Shinichi Hori |
| Vocal | Vocal |
| ________ | ________ |
| Don Tomofumi Osaki | Don Alberto Rodriguez Fraile Díaz |
| Vocal | Vocal |
| ________ | ________ |
| Don Javier Rodriguez Pellitero | Don Pedro Sainz de Baranda Riva |
| Vocal | Vocal |
| ________ | ________ |
| Doña Ana García Fau | Don César Cernuda Rego |
| Vocal | Vocal |
| ________ | ________ |
| Don Geert Maurice Van Poelvoorde | Don Gonzalo Urquijo Fernández de Araoz |
| Vocal | Vocal |
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 2018, drawn up by the Board of Directors at its meeting of February 28, 2019; (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 28, 2019; (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).







BALANCE SHEET AT DECEMBER 31, 2018 AND DECEMBER 31, 2017 (In Euros)
| ASSETS | Note | 2018 | 2017 |
|---|---|---|---|
| Non-current assets | 2,063,363,079 | 1,815,673,569 | |
| Intangible assets | 5 | 22,755,715 | 29,784,410 |
| Trademarks and Other | 22,755,715 | 25,979,388 | |
| Goodwill | - | 3,805,022 | |
| Property, plant, and equipment | 6 | 92,581 | 91,808 |
| Land and buildings | 85,658 | 87,437 | |
| Technical installations and other tangible fixed assets | 6,923 | 4,371 | |
| Real estate investments | 7 | 22,902,642 | 23,452,136 |
| Land | 5,775,822 | 5,775,822 | |
| Buildings | 17,126,820 | 17,676,314 | |
| Long-term investments in group companies and associates | 1,953,324,776 | 1,703,953,909 | |
| Equity instruments | 8 | 720,638,355 | 665,404,425 |
| Loans to associated companies | 9 | 1,198,311,421 | 1,002,606,984 |
| Representative debt values | 9.1 | 34,375,000 | 35,942,500 |
| Non-current financial assets | 36,879,114 | 37,785,002 | |
| Loans and receivables | 19.2 | 36,854,371 | 37,783,802 |
| Derivatives in effective hedges | 14 | 23,238 | - |
| Other non-current financial assets | 1,200 | 1,200 | |
| Deferred tax assets | 27,408,251 | 20,606,304 | |
| Current assets | 2,411,085,510 | 2,579,367,081 | |
| Non-current Assets Held for Sale | |||
| Inventories | 34,333 | 15,500 | |
| Prepayments to suppliers | 34,333 | 15,500 | |
| Trade and other receivables | 23,582,528 | 22,024,827 | |
| Trade receivables, group and associated companies | 19 | 19,384,725 | 17,473,468 |
| Current income tax assets | 15 | 4,191,703 | 4,476,959 |
| Receivables from public authorities | 15 | 6,100 | 74,400 |
| Short-term investments in group companies and associates | 9 | 2,163,141,118 | 1,982,832,938 |
| Loans to associated companies | 217,252,406 | 520,296,740 | |
| Other financial assets | 1,945,888,712 | 1,462,536,198 | |
| Current financial assets | 9 | 8,506 | - |
| Other current financial assets | 8,506 | - | |
| Short-term Accruals | 200,000 | - | |
| Cash and cash equivalents | 10 | 224,119,025 | 574,493,816 |
| Cash | 224,119,025 | 574,493,816 | |
| Other equivalent liquid assets | |||
| Total assets | 4,474,448,589 | 4,395,040,650 |
| EQUITY AND LIABILITIES | Note | 2018 | 2017 |
|---|---|---|---|
| Equity | 761,755,450 | 745,728,056 | |
| OWN FUNDS | 767,997,763 | 754,639,518 | |
| Capital | 11.1 | 287,757,180 | 287,757,180 |
| Subscribed capital | 287,757,180 | 287,757,180 | |
| Share premium | 11.2 | 61,591,287 | 61,591,287 |
| Reserves | 11.3 | 332,584,938 | 214,853,815 |
| Legal and statutory reserves | 57,551,436 | 47,110,438 | |
| Other reserves | 275,033,502 | 167,743,377 | |
| Shares and participations in own equity. | (6,041,271) | ||
| Results for previous years | - | - | |
| Loss from previous years | - | - | |
| Profit/ (loss) for the period | 3 | 129,451,358 | 190,437,236 |
| Interim Dividend | (37,345,729) | ||
| ADJUSTMENTS FOR CHANGES IN VALUE | 12 | (6,242,313) | (8,911,462) |
| Hedging transactions | (6,242,313) | (8,911,462) | |
| Non-current liabilities | 2,522,372,644 | 2,156,708,429 | |
| Provisions | 13 | 2,196,791 | 1,866,667 |
| Benefit obligation | 2,196,791 | 1,866,667 | |
| Non trade liabilities | 14 | 2,005,620,978 | 1,639,727,542 |
| Obligations and other negotiable securities | 392,961,283 | ||
| Interest-bearing loans and borrowings | 1,562,745,660 | 1,584,166,452 | |
| Derivatives | 49,914,035 | 55,561,090 | |
| Non-current Liabilities - Payable to Group companies and Associates | 14 | 514,554,875 | 515,114,220 |
| Current liabilities | 1,190,320,494 | 1,492,604,165 | |
| Non trade liabilities | 14 | 44,785,958 | 589,895,412 |
| Interest-bearing loans and borrowings | 3,123,827 | 586,534,770 | |
| Derivatives | 1,196,678 | ||
| Other current liabilities | 40,465,453 | 3,360,642 | |
| Current Liabilities - Payable to Group companies and Associates | 14 | 1,143,348,105 | 900,695,878 |
| Trade and other payables | 14 | 2,186,431 | 2,012,874 |
| Trade accounts payable | 340,745 | 530,149 | |
| Accrued wages and salaries | 769,806 | 753,416 | |
| Payables to public authorities | 15 | 1,075,880 | 729,309 |
| Total equity and liabilities | 4,474,448,589 | 4,395,040,650 |
| Notas | 2018 | 2017 |
|---|---|---|
| 280,248,923 | ||
| 30,307,912 | ||
| 73,554,404 | ||
| 156,977,536 | 176,386,607 | |
| 16,1 | 253,244,510 32,458,649 63,808,325 |
| Revenues from other marketable securities to Associated Companies | 63,808,325 | 73,554,404 | |
|---|---|---|---|
| Dividends | 156,977,536 | 176,386,607 | |
| Other Operating Incomes | 16,1 | 2,728,171 | 2,231,968 |
| Non-core and other current operating revenues | 2,728,171 | 2,231,968 | |
| Personnel expenses | (3,806,163) | (2,600,165) | |
| Wages, salaries and similar expenses | (3,569,238) | (2,342,198) | |
| Social Charges | 16,2 | (236,925) | (257,967) |
| Other Operating Expenses | (5,308,764) | (9,744,790) | |
| External Services | 16,3 | (4,801,312) | (9,008,402) |
| Taxes | (507,452) | (736,388) | |
| Fixed asset depreciation | 6 | (7,581,471) | (7,485,307) |
| Impairment and gains (losses) on sale of financial instruments | (21,423,374) | (11,531,700) | |
| Impairment losses | 16,6 | (21,423,374) | (11,531,700) |
| Other results | 223,722 | - | |
| OPERATING PROFIT | 218,076,631 | 251,118,929 | |
| Financial income | 16,4 | 1,095,920 | 3,044,109 |
| From marketable securities and other financial instruments | 1,095,920 | 3,044,109 | |
| From third parties | 1,095,920 | 3,044,109 | |
| Financial expenses | 16,5 | (82,949,201) | (63,416,738) |
| From payable to group and associated companies | (24,087,319) | (23,739,199) | |
| From payable to third parties | (58,861,882) | (39,677,539) | |
| Change in Fair Value of Financial Instruments | (2,594,286) | - | |
| Taken to results for the year for-sale financial assets | 14,2 | (2,594,286) | - |
| Exchange gains (losses) | 17 | (11,869,375) | (2,322,619) |
| Impairment losses and income from disposal of financial instruments | - | 36,137 | |
| Results from disposals and others | - | 36,137 | |
| FINANCIAL RESULT | (96,316,942) | (62,659,111) | |
| PROFIT BEFORE TAXES | 121,759,689 | 188,459,819 | |
| Income Tax | 15 | 7,691,669 | 1,977,417 |
| PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS | 129,451,358 | 190,437,236 | |
| DISCONTINUED OPERATIONS | |||
| Profit for the year from discontinued operations net of taxes | |||
| PROFIT FOR THE YEAR | 129,451,358 | 190,437,236 |
| 2018 | 2017 | |
|---|---|---|
| PROFIT FOR THE YEAR | 129,451,358 | 190,437,236 |
| Incomes and expenses directly attributed to equity | ||
| For valuation of financial assets | ||
| For cash flow hedges | 17,104,150 | 17,841,366 |
| Tax effect | (4,104,996) | (4,995,582) |
| 142,450,511 | 203,283,019 | |
| Transfers to Income Statement | ||
| For valuation of financial assets | ||
| For cash flow hedges | (13,592,112) | (8,968,901) |
| Tax effect | 3,262,107 | 2,511,292 |
| Total transfers to Income Statement | (10,330,005) | (6,457,609) |
| TOTAL RECOGNIZED INCOME AND EXPENSES | 132,120,507 | 196,825,410 |
| Capital | Own shares and | Profit (loss) for the | Interim | Adjustments for | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Subscribed | Uncalled | Share premium | Legal Reserve | Reserves | equity interests | year | dividend | change in value | TOTAL | |
| 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 made for changes in accounting policies 2016 or due to prior years' Adjustments due to 2016 or prior years' 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 Transactions with shareholders or owners Distribution of the 2016 result |
- | - | 980,219 980,219 |
(57,055,244) 8,821,967 |
190,437,236 (9,802,186) (9,802,186) |
6,388,174 | 196,825,410 (65,877,211) |
|||
| 3. ( - )Capital Reductions Dividends distributed |
(479,595) | 479,595 (66,356,806) |
(66,356,806) | |||||||
| 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 | |
| Adjustments made for changes in accounting policies 2017 Adjustments due to 2017 errors |
- | |||||||||
| ADJUSTED BALANCE AT START OF 2018 | 287,757,180 | - | 61,591,287 | 47,110,439 | 167,743,376 | 190,437,236 | - | (8,911,462) | 745,728,056 | |
| Total recognised income and expenses Transactions with shareholders or owners Distribution of the 2017 result Dividends distributed Operations with own shares or shares (net) |
10,440,997 10,440,997 |
107,290,126 108,056,944 (766,818) |
(6,041,271) (6,041,271) |
129,451,358 (190,437,236) (118,497,941) (71,939,295) |
(37,345,729) | 2,669,149 | 132,120,507 (78,747,384) (109,285,024) (6,808,089) |
|||
| AT DECEMBER 31, 2018 | 287,757,180 | - | 61,591,287 | 57,551,436 | 275,033,502 | (6,041,271) | 129,451,358 | (37,345,729) | (6,242,313) | 761,755,450 |
| Note | 2018 | 2017 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit for the year before taxe Adjustments to profit Depreciation and amortization of intangible assets and PP&E Impairment of intangible assets and PP&E Change in provisions Losses and income from disposal of financial instruments Financial income Financial expenses Exchange rate differences Change in Fair Value of Financial Instruments Other Income and expenses |
5,6,7 8.1 13 16.4 16.5 17 |
121,759,689 (95,133,755) (7,581,471) 21,423,374 330,124 - (221,881,586) 82,949,201 11,869,375 2,594,286 - |
188,459,819 (168,565,444) 7,485,307 11,531,700 (338,884) 2,939 (252,985,120) 63,416,738 2,322,619 - (743) |
| Changes in working capital Trade and other receivables Otros activos corrientes Trade and other payables |
(1,688,233) (1,842,957) (18,833) 173,557 |
116,349 (4,374,990) (14,997) 4,506,336 |
|
| Other cash-flows from operating activities Interest paid Dividends received Interest received Proceeds (payments) of income tax |
135,978,842 (79,099,933) 156,969,030 60,091,689 (1,981,944) |
192,300,264 (58,692,095) 176,386,607 71,448,861 3,156,891 |
|
| Cash flows from operating activities | 160,916,543 | 212,310,988 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payments on investments Group companies and associates Intangible assets Property, plant and equipment Other financial assets |
(951,027,552) (949,899,933) - (4,055) (1,123,564) |
(743,446,404) (742,316,672) (475) (4,710) (650,022) |
|
| Proceeds from divestments Group companies and associates Other financial asset |
509,603,309 506,459,773 3,143,536 |
341,932,808 340,482,683 1,450,125 |
|
| Cash flows from investing activities | (441,424,243) | (401,513,596) | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Receivables and payments for equity instruments Acquisition of own equity instruments Disposal of own equity instruments Proceeds and payments on financial liabilities Issue Obligaciones y otros valores negociables Interest-bearing loans and borrowings Borrowings from Group companies and associates |
(6,808,089) (15,509,594) 8,701,505 8,880,293 1,005,140,412 392,335,307 271,702,086 341,103,019 |
- - - 781,905,274 1,354,212,914 75,000,000 970,802,092 308,885,822 |
|
| Otras deudas Repayment of Bonds, debt obligations and other negotiable securities Interest-bearing loans and borrowings Borrowings from Group companies and associates |
(996,260,118) (75,000,000) (815,621,465) (105,638,653) |
(475) (572,307,640) - (268,098,369) (304,209,271) |
|
| Payments on dividends and other equity instruments Dividends |
11.3 | (71,939,295) (71,939,295) |
(66,356,807) (66,356,807) |
| Cash flows from financing activities | (69,867,091) | 715,548,467 | |
| EFFECT OF CHANGES IN EXCHANGE RATES | |||
| NET INCREASE/ DECREASE OF CASH OR CASH EQUIVALENTS | (350,374,791) | 526,345,859 | |
| Cash and cash equivalents at the beginning of the year | 10 | 574,493,816 | 48,147,958 |
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, 2018, 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).
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.
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.
In accordance with company law, for comparative purposes the Company included the 2017 figures in addition to those of 2018 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 2017 is also included in the notes to the financial statements unless an accounting standard specifically states that this is not required.
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.
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. Also in certain cases the valuation of an external third party is used, to calculate tacit capital gains on land and buildings in the dependent companies.
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
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.
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 €7.700,7 million, consolidated equity of €2.179 million and consolidated profit attributable to the Company of €257,7 million.
The distribution of 2018 profit proposed by the directors and expected to be approved at the General Shareholders Meeting is as follows:
| (€) | 2018 |
|---|---|
| Basis of distribution | |
| Profit for the year | 129,451,358 |
| 129,451,358 | |
| Appropriation to: | |
| Legal reserve | |
| Interim Dividend | 37,345,729 |
| Unrestricted reserves | 92,105,629 |
| 129,451,358 |
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.
The board of directors, in his meeting of December 17th, 2018 taking into account the forecast for the year, aprobed an interim dividend out of 2018 result, of 0.065 euros per share outstanding at the date of payment of the dividend. This dividend was paid on January 14th 2019. The amount of the dividend is lower than the maximun limit established by the current legislation, referent to the distributable result from the last year closure.
The provisional accounting statementformulated by the managers, that demostrate the existence of liquidity for the distribution of the dividend was:
| (Euros) | |
|---|---|
| Available treasury at December 17th 2018 | 41,916,324 |
| Interim Dividend | 37,342,034 |
| (a) Liquidity forecast (after the payment of the Interim Dividend) | 4,574,291 |
| (b) Receivables (one year forecast) | 239,189,764 |
| (c) Payments (one year forecast) | 94,846,033 |
| Treasury (one year forecast) (a +b-c) | 148,918,022 |
| Result after taxes at December 17th 2018 | 102,453,966 |
| Allocation to reserves | - |
| Distributable result | 102,453,966 |
The main recognition and measurement standards applied by the Company in the preparation of the accompanying financial statements are as follows:
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.
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 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 December 31st, goodwill is totally amortized.
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:
| Years of useful life | |
|---|---|
| Buildings | 35 years |
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.
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.
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.
Operating lease payments are recognized as expenses in the income statement when accrued.
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.
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 as a part of the operating profit. 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.
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.
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.
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.
These include derivatives classified as hedging instruments. Financial instruments which have been designated as hedging instruments are measured as indicated in Note 4.9.
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 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.
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.
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.
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.
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.
These include derivatives classified as hedging instruments.
Financial instruments which have been designated as hedging instruments are measured as indicated in Note 4.9.
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.
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.
Cash and cash equivalents include cash, current accounts, short-term deposits and purchases of assets under resale agreements which meet the following criteria:
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.
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.
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.
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.
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.
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.
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.
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.
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.
The movements in items composing "Intangible assets" are as follows:
| (€) | Opening balance |
Additions and allowances |
Closing balance |
|---|---|---|---|
| 2018 | |||
| Patents, licenses, trademarks, and similar rights Goodwill |
32,235,809 38,050,213 |
- - |
32.235.809 38.050.213 |
| Amortization Patents, licenses, trademarks, and similar rights Goodwill |
(6,256,421) (34,245,191) |
(3.223.673) (3.805.022) |
(9.480.094) (38.050.213) |
| 29,784,410 | (7.028.695) | 22.755.715 | |
| (€) | Opening balance |
Additions and allowances |
Closing balance |
| 2017 | |||
| Patents, licenses, trademarks, and similar rights Goodwill |
31,285,809 38,050,213 |
950,000 | 32,235,809 38,050,213 |
| Amortization Patents, licenses, trademarks, and similar rights Goodwill |
(3,127,747) (30,440,170) |
(3,128,674) (3,805,021) |
(6,256,421) (34,245,191) |
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). At December 31st 2018 the goodwill has been totally amortized.
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.
Considering the positive development of Gestamp bussines and the cash-generatin unit (CGU) to which the trademark is allocated, there is no signal of impairment.
No items of intangible assets were acquired from group companies in either 2018 or 2017. At December 31, 2018 and 2017, there were no firm commitments to acquire intangible assets.
The movements in items composing "Property, plant and equipment" are as follows:
| (€) | Opening balance |
Additions and allowances |
Closing balance |
|---|---|---|---|
| 2018 | |||
| Cost | |||
| Land and buildings | 94 | - | 94 |
| Other property, plant and equipment | 10,682 | - | 14,737 |
| 104.415 | 0 | 108.470 | |
| Accumulated depreciation | |||
| Land and buildings | (6,296) | (1,779) | (8,075) |
| Other property, plant and equipment | (6,311) | (1,503) | (7,814) |
| (12,607) | (3,282) | (15,889) | |
| Carrying amount | 91,808 | (3,282) | 92,581 |
| (€) | Opening | Additions and | Closing |
| balance | allowances | 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) |
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).
The movements in items composing "Investment property" at December 31, 2018 are as follows:
| (€) | Opening balance |
Additions and allowances |
Closing balance |
|---|---|---|---|
| 2018 | |||
| Land | 5,775,822 | 5,775,822 | |
| Buildings | 19,621,547 | 19,621,547 | |
| 25,397,369 | 25,397,369 | ||
| Accumulated depreciation Land |
|||
| Buildings | (1,945,233) | (549,494) | (2,494,727) |
| (1,945,233) | (549,494) | (2,494,727) | |
| Carrying amount | 23,452,136 | (549,494) | 22,902,642 |
| (€) | 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) |
| Carrying amount | (1,395,739) 24,001,630 |
(549,494) (549,494) |
(1,945,233) 23,452,136 |
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 )
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.
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:
| € | 2018 | 2017 |
|---|---|---|
| Within one year | 1,891,402 | 1,835,979 |
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 |
|---|---|---|---|---|---|
| 2018 | |||||
| Equity instruments | 665,404,425 | 76,657,304 | (21,423,374) | 720,638,355 | |
| 665,404,425 | 76,657,304 | (21,423,374) | 720,638,355 | ||
| 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 |
On January 10th, 2018 the Company made a partner's contribution of €13,499,968 to the company Gestamp Toledo, S.A. After this contribution, the interest held in this company was unchanged, remaining at 99.99%
On June 27th, 2018, Gestamp Automocióbn, S.A. made a contribution of €3,324,484 to the Company Gestamp Nitra s.r.o. After this contribution, the interest held in this company was unchanged, remaining at 100%
On September 14th, 2018 the Company acquired 5,899 shares of Reparaciones Industriales Zaldíbar, S.L. for €1,999,661. After this acquisition, the stake held is 99.98%.
On October 18th, 2018 Gestamp Automoción, S.A. participated in the capital increase carried out by Gestamp Hungária Kft, making a monetary contribution of €30,045,213. After this transaction, the interest held in this company was unchanged, remaining at 100%.
On October 25th, 2018 the Company acquires 1,295 shares of Gestamp Sweden for €25,288,781. After this acquisition, the stake held is 30.02%
On November 12nd, 2018 Gestamp Automoción, S.A. made a contribution of €2,499,167 to Gestamp Technology Institute, S.L. After this contribution, the interest held in this company was unchanged, remaining at 99.97%
The movements in impairment losses are as follows:
| Opening balance at |
Additions / | Closing balance at December 31, |
Impairment losses at January 1, |
(Impairment) / | Impairment losses at December |
Net carrying amount at December 31, |
|
|---|---|---|---|---|---|---|---|
| (Euros) | January 1, 2018 | (Disposals) | 2018 | 2018 | Reversals | 31, 2018 | 2018 |
| 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. | 14.764.073 | - | 14.764.073 | - | - | - | 14.764.073 |
| GESTAMP TECH, S.L. | 10 | - | 10 | - | - | - | 10 |
| GESTAMP VIGO, S.A. | 66.803.761 | - | 66.803.761 | - | - | - | 66.803.761 |
| 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. | 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. | 67.321.752 | 13.499.968 | 80.821.720 | - | - | - | 80.821.720 |
| G.GLOBAL TOOLING, S, L, | 64.898.309 | - | 64.898.309 | - | (2.208.535) | (2.208.535) | 62.689.774 |
| EDSCHA SANTANDER S.L. | 454.777 | - | 454.777 | - | - | - | 454.777 |
| GESTAMP ABRERA, S. A. | 395.938 | - | 395.938 | - | - | - | 395.938 |
| G.SOLBLANK BARCELONA, S,A | 801.180 | - | 801.180 | (372.825) | 285.604 | (87.221) | 713.959 |
| EDSCHA HENGERSBEGR REAL ESTATE GMBH |
106.635 | - | 106.635 | - | - | - | 106.635 |
| EDSCHA HAUZENBERG REAL ESTATE GMBH |
42.973 | - | 42.973 | - | - | - | 42.973 |
| GESTAMP VENDAS NOVAS, LDA | 14.805.400 | - | 14.805.400 | (6.762.952) | 895.612 | (5.867.340) | 8.938.060 |
| G.NORTH EUROPE SERV, S.L. | 3.059 | - | 3.059 | - | - | - | 3.059 |
| G.MANUFACT. AUTOCH, S. L. | 425.000 | - | 425.000 | - | (115.364) | (115.364) | 309.636 |
| GESTAMP ARAGON, S.A. | 430.000 | - | 430.000 | - | - | - | 430.000 |
| G. FINANCE SLOVAKIA, S.R.O. | 25.001.250 | - | 25.001.250 | (1.966.493) | 1.261.406 | (705.087) | 24.296.163 |
| GESTAMP HOLD MÉXICO, S.L. | 1 | - | 1 | - | - | - | 1 |
| G, HOLDING ARGENTINA, S.L. | 10.867.092 | - | 10.867.092 | (2.956.086) | (5.130.306) | (8.086.392) | 2.780.700 |
| GESTIÓN GLOBAL MATRICERÍA, | |||||||
| S.L. | 4.200.000 | - | 4.200.000 | (246.946) | (92.416) | (339.362) | 3.860.638 |
| G. FUNDING LUXEMBURGO, S.A. | 2.000.000 | - | 2.000.000 | - | - | - | 2.000.000 |
| LOIRE, SAFE | 8.855.856 | - | 8.855.856 | - | - | - | 8.855.856 |
| GESTAMP 2017, S.L. | 3.000 | - | 3.000 | - | - | - | 3.000 |
| GESTAMP HOLDING RUSIA, S.L. | 28.043.000 | - | 28.043.000 | (11.763.726) | (4.494.533) | (16.258.259) | 11.784.741 |
| G.TECHNOLOGY INSTITUTE, S.L. | 902.699 | 2.499.167 | 3.401.866 | (224.551) | (2.078.660) | (2.303.211) | 1.098.655 |
| GESTAMP HUNGRIA KFT | 32.007.549 | 30.045.243 | 62.052.792 | (31.798.219) | (10.119.038) | (41.917.257) | 20.135.535 |
| GESTAMP AUTO COMPONENTS | 11.000.000 | - | 11.000.000 | (1.317.386) | (156.811) | (1.474.197) | 9.525.803 |
| (WUHAN) CO., LTD | |||||||
| GESTAMP NITRA, S.R.O. | 6.800 | 3.324.484 | 3.331.284 | - | - | - | 3.331.284 |
| GLOBAL LÁSER ARABA, S.L. | 750.000 | - | 750.000 | (750.000) | 529.667 | (220.333) | 529.667 |
| DIEDE D.DEVELOP., S. L. | 798.990 | - | 798.990 | - | - | - | 798.990 |
| REPARACIONES INDUSTRIALES ZALDIBAR, S.L. |
- | 1.999.661 | 1.999.661 | - | - | - | 1.999.661 |
| GESTAMP SWEDEN, AB | - | 25.288.781 | 25.288.781 | - | - | - | 25.288.781 |
| TOTAL | 723.563.609 | 76.657.304 | 800.220.913 | (58.159.184) | (21.423.374) | (79.582.558) | 720.638.355 |
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:
| balance at Additions / December January 1, |
(Impairment) / | December | amount at December 31, |
|---|---|---|---|
| (Euros) January 1, 2017 (Disposals) 31, 2017 2017 |
Reversals | 31, 2017 | 2017 |
| 2.300.000 - 2.300.000 - AUTOTECH ENGINEERING, AIE |
- | - | 2.300.000 |
| 139.239.507 - 139.239.507 - GESTAMP BIZKAIA, S.A. |
- | - | 139.239.507 5 |
| 5 - 5 - GESTAMP ESMAR, S. A. 562.802 - 562.802 - GESTAMP LINARES, S. A. |
- - |
- - |
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 - 76.947.027 - GESTAMP METALBAGES, S. A. |
- | - | 76.947.027 |
| GESTAMP LEVANTE, S. L. 12.191.572 - 12.191.572 - |
- | - | 12.191.572 |
| 29.325.000 - 29.325.000 - GESTAMP NAVARRA, S.A. |
- | - | 29.325.000 |
| 36.428.405 - 36.428.405 - GESTAMP PALENCIA, S. A. |
- | - | 36.428.405 |
| 70.874.177 - 70.874.177 - GESTAMP SERVICIOS, S.A. |
- | - | 70.874.177 |
| EDSCHA KUNSTSTOFFTECHNIK 6.010 - 6.010 - |
- | - | 6.010 |
| GMBH | |||
| 30.737.199 36.584.553 67.321.752 (1.524.131) GESTAMP TOLEDO, S.A. |
1.524.131 | - | 67.321.752 |
| 64.898.309 - 64.898.309 - G.GLOBAL TOOLING, S, L, |
- | - | 64.898.309 |
| 454.777 - 454.777 - EDSCHA SANTANDER S.L. |
- | - | 454.777 |
| 209.686 (209.686) - - G.GALVANIZADOS, S. A. |
- | - | - |
| 395.938 - 395.938 - GESTAMP ABRERA, S. A. |
- | - | 395.938 |
| G.SOLBLANK BARCELONA, S,A 600.780 200.400 801.180 - EDSCHA HENGERSBEGR REAL |
(372.825) | (372.825) | 428.355 |
| 106.635 - 106.635 - ESTATE GMBH |
- | - | 106.635 |
| EDSCHA HAUZENBERG REAL ESTATE | |||
| 42.973 - 42.973 - GMBH |
- | - | 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, S.R.O. 25.001.250 - 25.001.250 - |
(1.966.493) | (1.966.493) | 23.034.757 |
| GESTAMP HOLD MÉXICO, S.L. 1 - 1 - |
- | - | 1 |
| 10.867.092 - 10.867.092 (5.410.131) G, HOLDING ARGENTINA, S.L. |
2.454.045 | (2.956.086) | 7.911.006 |
| GESTIÓN GLOBAL MATRICERÍA, S.L. 4.200.000 - 4.200.000 - |
(246.946) | (246.946) | 3.953.054 |
| 2.000.000 - 2.000.000 - G. FUNDING LUXEMBURGO, S.A. |
- | - | 2.000.000 |
| 8.855.856 - 8.855.856 - LOIRE, SAFE |
- | - | 8.855.856 |
| 3.000 - 3.000 - GESTAMP 2017, S.L. |
- | - | 3.000 |
| 28.043.000 - 28.043.000 (18.033.117) GESTAMP HOLDING RUSIA, S.L. |
6.269.391 | (11.763.726) | 16.279.274 |
| 902.699 - 902.699 (865.474) G.TECHNOLOGY INSTITUTE, S.L. |
640.923 | (224.551) | 678.148 |
| 5.846.001 26.161.548 32.007.549 (4.835.508) GESTAMP HUNGRIA KFT GESTAMP AUTO COMPONENTS |
(26.962.712) | (31.798.219) | 209.330 |
| 11.000.000 - 11.000.000 - (WUHAN) CO., LTD |
(1.317.386) | (1.317.386) | 9.682.614 |
| GESTAMP NITRA, S.R.O. 6.800 - 6.800 - |
- | - | 6.800 |
| 750.000 - 750.000 (305.545) GLOBAL LÁSER ARABA, S.L. |
(444.455) | (750.000) | - |
| DIEDE D.DEVELOP., S. L. - 798.990 798.990 - |
- | - | 798.990 |
| TOTAL 633.059.233 90.504.377 723.563.609 (46.627.487) |
(11.531.698) | (58.159.184) | 665.404.425 |
Information on direct investments in group companies, jointly controlled entities and associates at December 31 is as follows:
| % shareholding | Net carrying | Profit (loss) | Underlying | ||||||
|---|---|---|---|---|---|---|---|---|---|
| €000 | Direct | Indirect | amount | Capital | Reserves | Dividends Distributed |
for the year |
Total equity |
carrying amount |
| Year 2018 | |||||||||
| Gestamp Bizkaia, S.A. | 85.31% | 14.69% | 139,240 | 7,670 | 318,778 | - | 20,688 | 347,116 | 296,125 |
| Gestamp Vigo, S.A. ¹ | 99.99% | 1.00% | 66,804 | 25,697 | 25,281 | - | (3,179) | 47,799 | 47,794 |
| Gestamp Cerveira, lDA ¹ | 39.37% | 60.63% | 14,764 | 27,414 | 235 | - | 4,373 | 32,022 | 12,607 |
| Gestamp Toledo, S.L. ¹ | 99.99% | 0.01% | 80,821 | 25,346 | 32,915 | - | (652) | 57,609 | 57,603 |
| Autotech Engineering AIE ¹ | 10.00% | 90.00% | 2,300 | 23,000 | 13,892 | - | 2,527 | 39,419 | 3,942 |
| SCI de Tournan En Brie | 0.10% | 99.90% | 6 | 2 | (78) | - | 60 | (16) | - |
| Gestamp Solblank Barcelona, S.A. ¹ | 5.01% | 94.99% | 714 | 8,513 | 4,859 | - | (899) | 12,473 | 625 |
| Gestamp Palencia, S.A. ¹ | 100.00% | 0.00% | 36,428 | 19,093 | 12,149 | (21,000) | 13,387 | 44,629 | 44,629 |
| Gestamp Linares, S.A. ¹ | 5.02% | 94.98% | 563 | 9,010 | 2,059 | - | 2,550 | 13,619 | 684 |
| Gestamp Servicios, S.L. ¹ | 99.99% | 0.01% | 70,874 | 18,703 | 139,126 | (15,002) | 59,045 | 216,874 | 216,852 |
| Metalbages, S.A. ¹ | 100.00% | 0.00% | 76,947 | 45,762 | 32,015 | (94,508) | 100,422 | 84,199 | 84,199 |
| Gestamp Navarra, S.A. ¹ | 71.37% | 28.63% | 29,325 | 40,080 | 5,768 | (26,159) | 16,652 | 49,500 | 35,328 |
| Gestamp Aragón, S.A¹ | 5.00% | 95.00% | 430 | 3,000 | 639 | (2,720) | 3,362 | 7,001 | 350 |
| Gestamp Abrera, S.A¹ | 5.01% | 94.99% | 396 | 6,000 | 1,289 | (8,982) | 2,860 | 10,149 | 508 |
| Gestamp Levante, S.L¹ | 88.49% | 11.51% | 12,192 | 1,074 | 21,727 | (7,888) | 3,553 | 22,854 | 20,223 |
| Gestamp Hungría, KFT¹ | 100.00% | 0.00% | 20,135 | 3,084 | 17,749) | - | (4,487) | 16,345 | 16,345 |
| Gestamp Manufacturing Autochasis, S.L ¹ | 5.00% | 95.00% | 309 | 2,000 | 459 | (7,420) | 2,835 | 5,294 | 265 |
| Gestamp Holding Rusia S.L¹ | 25.18% | 52.35% | 11,784 | 21,325 | 43,315 | - | (18,164) | 46,477 | 11,703 |
| Gestamp Global Tooling. S.L | 99.99% | 0.01% | 62,689 | 62,500 | 13,322 | - | (15,337) | 60,486 | 60,479 |
| Gestamp Vendas Novas S.L | 100.00% | 0.00% | 8,938 | 605 | 7,354 | - | 699 | 8,658 | 8,658 |
| Gestamp North Europe Services S.L | 99.97% | 0.03% | 3 | 3 | 4,915 | - | (787) | 4,131 | 4,129 |
| LOIRE, SAFE¹ | 99.00% | 1.00% | 8,856 | 1,600 | 13,319 | - | 3,998 | 18,917 | 18,728 |
| Gestamp Funding Luxemburgo. S.A¹ | 100.00% | 0.00% | 2,000 | 2,000 | 150 | - | (500) | 1,650 | 1,650 |
| Gestamp Holding Argentina, S.L¹ | 10.80% | 69.89% | 2,781 | 120,000 | (118) | - | (361) | 119,521 | 12,908 |
| Gestamp Techn Institute, S.L.¹ | 99.97% | 0.03% | 1,099 | 3 | 1,749 | - | (484) | 1,268 | 1,268 |
| Gestamp Autocomponents WUHAN¹ | 100.00% | 0.00% | 9,526 | 9,898 | (267) | - | (82) | 9,549 | 9,549 |
| Edscha Santander, S.A. ¹ | 5.03% | 94.97% | 455 | 2,693 | 24,021 | - | 1,376 | 28,090 | 1,413 |
| Edscha Hengersberg Real Estate Gmbh ¹ | 5.10% | 94.90% | 107 | 2,091 | 1,087 | - | 1,619 | 4,796 | 245 |
| Gestamp Nitra S.r.o. | 100.00% | 0.00% | 3,331 | 5 | 2,554 | - | 8,030 | 10,589 | 10,589 |
| Global Láser Araba; S.L | 30.00% | 0.00% | 530 | 2,500 | (1,474) | - | 548 | 1,574 | 472 |
| Edscha Hauzenberg Real Estate Gmbh ¹ | 5.10% | 94.90% | 43 | 843 | 929 | - | 109 | 1,881 | 96 |
| Gestamp Finance Slovakia, S.r.o. | 25.00% | 75.00% | 24,296 | 100,005 | (9,047) | - | 7,345 | 98,303 | 24,576 |
| Gestamp 2017, S.L. | 100.00% | 0.00% | 3 | 3 | (1) | - | 2 | 2 | |
| Gestamp Global Matricerias, S.L. | 30.00% | 0.00% | 3,861 | 14,000 | (974) | - | (192) | 12,834 | 3,850 |
| Diede Die Developments, S.L. | 100.00% | 0.00% | 799 | 806 | 505 | - | 279 | 1,590 | 1,590 |
| Gestamp Sweden, AB | 30.02% | 69.98% | 25,289 | 49,439 | 39,707 | - | (50,952) | 38,193 | 11,466 |
| Reparaciones Industriales Zaldíbar, S.L., | 99.98% | 0.00% | 2,000 | 6 | 1,173 | - | 449 | 1,628 | 1,628 |
| % shareholding | Net carrying | Dividends | Profit (loss) | Underlying | |||||
|---|---|---|---|---|---|---|---|---|---|
| €000 | Direct | Indirect | amount | Capital | Reserves | Distributed | for the year |
Total equity |
carrying amount |
| Year 2017 | |||||||||
| Gestamp Bizkaia, S.A. | 85.31% | 14.69% | 139,240 | 7,670 | 310,450 | - | 8,337 | 326,457 | 278,500 |
| Gestamp Vigo, S.A. ¹ | 99.99% | 1.00% | 66,804 | 25,697 | 19,376 | - | 5,906 | 50,979 | 50,974 |
| Gestamp Cerveira ¹ | 39.37% | 60.63% | 14,764 | 25,414 | (2,048) | - | 3,996 | 27,363 | 10,773 |
| Gestamp Toledo, S.L. ¹ | 99.99% | 0.01% | 67,322 | 25,346 | 15,712 | - | 3,703 | 44,761 | 44,757 |
| Autotech Engineering AIE ¹ | 10.00% | 90.00% | 2,300 | 23,000 | 12,043 | - | 794 | 35,837 | 3,584 |
| SCI de Tournan En Brie | 0.10% | 99.90% | 6 | 2 | (78) | - | 58 | (18) | 0 |
| Gestamp Solblank Barcelona, S.A. ¹ | 5.01% | 94.99% | 428 | 8,513 | (778) | - | 5,637 | 13,372 | 670 |
| Gestamp Palencia, S.A. ¹ | 100.00% | 0.00% | 36,428 | 19,093 | 7,448 | (28,000) | 28,864 | 55,405 | 55,405 |
| Gestamp Linares, S.A. ¹ | 5.02% | 94.98% | 563 | 9,010 | (3,119) | - | 5,178 | 11,069 | 556 |
| Gestamp Servicios, S.L. ¹ | 99.99% | 0.01% | 70,874 | 18,703 | 160,058 | (16,000) | (6,102) | 172,659 | 172,642 |
| Metalbages, S.A. ¹ | 100.00% | 0.00% | 76,947 | 45,762 | (38,696) | (110,000) | 71,212 | 78,278 | 78,278 |
| Gestamp Navarra, S.A. ¹ | 71.37% | 28.63% | 29,325 | 40,080 | 3,857 | (21,000) | 14,346 | 58,283 | 41,597 |
| Gestamp Aragón, S.A¹ | 5.00% | 95.00% | 430 | 3,000 | 801 | (7,000) | 2,559 | 6,360 | 318 |
| Gestamp Abrera, S.A¹ | 5.01% | 94.99% | 396 | 6,000 | 1,681 | (1,700) | 8,596 | 16,277 | 815 |
| Gestamp Levante, S.L¹ | 88.49% | 11.51% | 12,192 | 1,074 | 20,467 | - | 5,646 | 27,187 | 24,058 |
| Gestamp Hungría, KFT¹ | 100.00% | 0.00% | 209 | 3,183 | (155) | - | (12,673) | (9,645) | (9,645) |
| Gestamp Esmar, S.L¹ | 0.01% | 99.99% | 0 | 144 | (12,110) | - | 549 | (11,417) | (1) |
| Gestamp Manufacturing Autochasis, S.L ¹ | 5.00% | 95.00% | 425 | 2,000 | 415 | (6,000) | 7,380 | 9,795 | 490 |
| 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) | - | 28,167 | 75,822 | 75,814 |
| Gestamp Vendas Novas S.L | 100.00% | 0.00% | 8,042 | 605 | 6,967 | - | 387 | 7,959 | 7,959 |
| Gestamp North Europe Services S.L | 99.97% | 0.03% | 3 | 3 | 5,910 | - | (994) | 4,919 | 4,918 |
| LOIRE, SAFE¹ | 99.00% | 1.00% | 8,856 | 1,600 | 10,459 | (6,000) | 2,860 | 14,919 | 14,770 |
| Gestamp Funding Luxemburgo. S.A¹ | 100.00% | 0.00% | 2,000 | 2,000 | 150 | - | 590 | 2,740 | 2,740 |
| Gestamp Holding Argentina, S.L¹ | 10.80% | 69.89% | 7,911 | 120,000 | 192 | - | (925) | 119,267 | 12,881 |
| Gestamp Techn Institute, S,L.¹ | 99.97% | 0.03% | 678 | 3 | 198 | - | (949) | (748) | (748) |
| Gestamp Autocomponents WUHAN¹ | 100.00% | 0.00% | 9,683 | 9,957 | (324) | - | 54 | 9,687 | 9,687 |
| Edscha Santander, S.A. ¹ | 5.03% | 94.97% | 455 | 2,693 | 20,891 | (12,450) | 3,130 | 26,714 | 1,344 |
| 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 | (5) | - | (765) | (765) | (765) |
| Global Láser Araba; S.L | 30.00% | 0.00% | 0 | 2,500 | (737) | - | (737) | 1,026 | 308 |
| Edscha Hauzenberg Real Estate Gmbh ¹ | 5.10% | 94.90% | 43 | 843 | 891 | - | 283 | 2,017 | 103 |
| Gestamp Finance Slovakia, S.r.o. | 25.00% | 75.00% | 23,035 | 100,005 | (2,175) | - | (6,873) | 90,957 | 22,739 |
| Gestamp 2017, S.L. | 100.00% | 0.00% | 3 | 3 | (1) | - | 0 | 2 | 2 |
| Gestamp Global Matricerias, S.L. | 30.00% | 0.00% | 3,953 | 14,000 | 167 | - | (1,106) | 13,061 | 3,918 |
| Diede Die Developments, S.L. | 100.00% | 0.00% | 799 | 806 | (237) | - | 742 | 1,311 | 1,311 |
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.
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:
| Discount rate | Discount rate | |
|---|---|---|
| Country | 2018 | 2017 |
| Spain | 9.57% | 9.81% |
| Hungary | 10,86% | 12.18% |
| Argentina | 24.85% | 22.88% |
| Portugal | 14.86% | 12.29% |
| Rusia | 9.78% | 9.82% |
The economic projections made in the previous years have not shown significant differences between the real figures.
However, in some investments with evidence of impairment, the recoverable value of the impairment analysis has also been compared using the net equity figure 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 2018 there have been reversals for impairment losses of 2,972 thousand euros and an allowance for impairment losses of 24,395 thousand euros (see Note 8.1). In relation to 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).
Notes to the financial statements for the year ended December 31, 2018
The activities and registered addresses of direct and indirect investees at December 2018 and 2017 are as follows:
| December 31, 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Direct | Indirect | Consolidation | ||||||
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors | |
| Gestamp Automoción, S.A. | Vizcaya | Spain | Parent company | Portfolio company | Full | Ernst & Young | ||
| Gestamp Bizkaia, S.A. | Vizcaya | Spain | 85.31% | 14.69% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Vigo, S.A. | Pontevedra | Spain | 99.99% | 0.01% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Cerveira, Lda. | Viana do Castelo | Portugal | 42.25% | 57.75% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Toledo, S.A. | Toledo | Spain | 99.99% | 0.01% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Autotech Engineering S.L. | Vizcaya | Spain | 10.00% | 90.00% Research and development | Full | Ernst & Young | ||
| SCI de Tournan en Brie | Tournan | France | 0.10% | 99.90% Property | Full | N/A | ||
| Gestamp Solblank Barcelona, S.A. | Barcelona | Spain | 5.01% | 94.99% Tailor-welded blanks | Full | Ernst & Young | ||
| Gestamp Palencia, S.A. | Palencia | Spain | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Argentina, S.A. | Buenos Aires | Argentina | 70.00% Portfolio company | Full | Ernst & Young | |||
| Gestamp Córdoba, S.A. | Córdoba | Argentina | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Linares, S.A. | Jaén | Spain | 5.02% | 94.98% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Servicios, S.A. | Madrid | Spain | 100.00% | Business promotion and support | Full | Ernst & Young | ||
| Matricerías Deusto, S.L. | Vizcaya | Spain | 100.00% Manufacturing of dies | Full | Ernst & Young | |||
| Gestamp Tech, S.L. | Palencia | Spain | 0.33% | 99.67% No activity | Full | N/A | ||
| Gestamp Brasil Industria de Autopeças, S.A. | Parana | Brazil | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Metalbages, S.A. | Barcelona | Spain | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Esmar, S.A. | Barcelona | Spain | 0.10% | 99.90% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Noury, S.A.S | Tournan | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Aveiro, S.A. | Aveiro | Portugal | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Griwe Subgroup | Westerburg | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Aguascalientes, S.A.de C.V. | Aguas Calientes | Mexico | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Mexicana Servicios Laborales, S.A.de C.V. | Aguas Calientes | Mexico | 70.00% Employment services | Full | Ernst & Young | |||
| Gestamp Puebla, S.A. de C.V. | Puebla | Mexico | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Cartera de México, S.A. de C.V. | Puebla | Mexico | 70.00% Portfolio company | Full | Ernst & Young | |||
| Gestamp Mexicana de Serv. Laborales, S.A. de C.V. | Aguas Calientes | Mexico | 70.00% Employment services | Full | Ernst & Young | |||
| Gestamp Ingeniería Europa Sur, S.L. | Barcelona | Spain | 100.00% Service provision | Full | Ernst & Young | |||
| Todlem, S.L. | Barcelona | Spain | 58.13% Portfolio company | Full | Ernst & Young | |||
| Gestamp Navarra, S.A. | Navarra | Spain | 71.37% | 28.63% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Baires, S.A. | Buenos Aires | Argentina | 70.00% Dies, stamping and parts manufacturing | Full | Ernst & Young | |||
| Ingeniería Global MB, S.A. | Barcelona | Spain | 100.00% Administration services | Full | N/A | |||
| Gestamp Aragón, S.A. | Zaragoza | Spain | 5.01% | 94.99% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Abrera, S.A. | Barcelona | Spain | 5.01% | 94.99% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Levante, S.A. | Valencia | Spain | 88.50% | 11.50% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Solblank Navarra, S.L. | Navarra | Spain | 100.00% Tooling and welding | Full | N/A | |||
| MB Aragón P21, S.L. | Barcelona | Spain | 100.00% Tooling and parts manufacturing | Full | N/A | |||
| Gestamp Polska, SP. Z.O.O. | Wielkopolska | Poland | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Washington UK Limited | Newcastle | United Kingdom | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Hungaria KFT | Akai | Hungary | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp North America, INC | Michigan | USA | 70.00% Administration services | Full | Ernst & Young | |||
| Gestamp Sweden, AB | Lulea | Sweden | 100.00% Portfolio company | Full | Ernst & Young | |||
| Gestamp HardTech, AB | Lulea | Sweden | 100.00% Tooling and parts manufacturing | Full | 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 | Full | 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 | ||
| Industrias Tamer, S.A. | Barcelona | Spain | 30.00% Tooling and parts manufacturing | Equity method | Ernst & Young | |||
| Gestamp Tooling Services, AIE | Vizcaya | Spain | 100.00% Mould engineering and design | Full | Ernst & Young | |||
| Gestamp Auto Components (Kunshan) Co., Ltd | Kunshan | China | 68.95% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Kartek Co, Ltd. | Gyeongsangnam-Do | South Korea | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Beyçelik Gestamp Kalip, A.S. | Bursa | Turkey | 50.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Toluca SA de CV | Puebla | Mexico | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Servicios Laborales de Toluca SA de CV | Puebla | Mexico | 69.93% Employment services | Full | Ernst & Young | |||
| Gestamp Services India Private, Ltd. | Mumbai | India | 100.00% Tooling and parts manufacturing | Full | S.B. Dave & Co. | |||
| 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% Mould manufacturing and tuning | Full | Ernst & Young | |||
| Gestamp Severstal Kaluga, LLc | Kaluga | Russia | 58.13% Tooling and parts manufacturing | Full | Ernst & Young |
| December 31, 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Direct | Indirect | Consolidation | ||||||
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors | |
| Gestamp Automotive India Private Ltd. | Pune | India | 50.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Pune Automotive, Private Ltd. | Pune | India | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Chattanooga, Llc | Chattanooga | USA | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Holding Rusia, S.L. | Madrid | Spain | 25.19% | 52.34% Portfolio company | Full | Ernst & Young | ||
| Gestamp South Carolina, Llc | South Carolina | USA | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Holding China, AB Gestamp Global Tooling, S.L. |
Lulea Vizcaya |
Sweden Spain |
99.99% | 68.95% Portfolio company 0.01% Manufacturing of dies |
Full Full |
Ernst & Young Ernst & Young |
||
| Gestamp Tool Hardening, S.L. | Vizcaya | Spain | 100.00% Manufacturing of dies | Full | Ernst & Young | |||
| Gestamp Vendas Novas Lda. | Évora | Portugal | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Togliatti, Llc. | Togliatti | Russia | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Automotive Chennai Private Ltd. | Chennai | India | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Palau, S.A. | Barcelona | Spain | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp North Europe Services, S.L. | Vizcaya | Spain | 99.97% | 0.03% Consultancy services | Full | Ernst & Young | ||
| Loire Sociedad Anónima Franco Española | Guipúzcoa | Spain | 100.00% | #N/A | Full | Ernst & Young | ||
| Gestamp Tooling Erandio, S.L. | Guipúzcoa | Spain | 100.00% Portfolio company | Full | Ernst & Young | |||
| Diede Die Developments, S.L. | Vizcaya | Spain | 100.00% | Manufacturing of dies | Full | IZE Auditores | ||
| Gestamp Louny, S.R.O. | Prague | Czech Republic | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Autocomponents (Shenyang), Co. Ltd. | Shenyang | China | 65.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp West Virginia, Llc. | Michigan | USA | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Beyçelik Gestamp Sasi, L.S. | Kocaeli | Turkey | 50.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Autocomponents (Dongguan), Co. Ltd. | Dongguan | China | 65.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Try Out Services, S.L. | Vizcaya | Spain | 100.00% Manufacturing of dies | Full | Ernst & Young | |||
| Gestión Global de Matricería, S.L. | Vizcaya | Spain | 30.00% | No activity | Equity method | Ernst & Young | ||
| Ingeniería y Construcción Matrices, S.A. | Vizcaya | Spain | 30.00% Manufacturing of dies | Equity method (A) | IZE Auditores | |||
| IxCxT, S.A. | Vizcaya | Spain | 30.00% Manufacturing of dies | Equity method (A) | IZE Auditores | |||
| Gestamp Funding Luxembourg, S.A. | Luxembourg | Luxembourg | 100.00% | Portfolio company | Full | Ernst & Young | ||
| Gestamp Puebla II, S.A. de C.V. | Puebla | Mexico | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Autotech Engineering Deutschland GmbH | Bielefeld | Germany | 100.00% Research and development | Full | Ernst & Young | |||
| Autotech Engineering R&D Uk limited | Durhan | United Kingdom | 100.00% Research and development | Full | Ernst & Young | |||
| Gestamp Holding México, S.L. | Madrid | Spain | 69.99% Portfolio company | Full | Ernst & Young | |||
| Gestamp Holding Argentina, S.L. | Madrid | Spain | 10.80% | 59.19% Portfolio company | Full | Ernst & Young | ||
| Mursolar 21, S.L. | Madrid | Spain | 65.00% Portfolio company | Full | 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. Kunshan Gestool Tooling Manufacturing, Co., Ltd |
Puebla Kunshan |
Mexico China |
30.00% Employment services 30.00% Manufacturing of dies |
Equity method (A) Equity method (A) |
N/A Ernst & Young |
|||
| Gestamp Technlogy Institute, S.L. | Vizcaya | Spain | 99.99% | 0.01% Education | Full | Ernst & Young | ||
| Gestamp Tooling Engineering Deutschland, GmbH | Braunschweig. | Germany | 100.00% Manufacturing of dies | Full | N/A | |||
| Gestamp Chattanooga II, Llc | Chattanooga | USA | 70.00% Tooling and parts manufacturing | Full | N/A | |||
| Autotech Engineering R&D USA | Delaware | USA | 100.00% IT, and research and development | Full | N/A | |||
| Gestamp Autocomponents Wuhan, co. Ltd. | Wuhan | China | 100.00% | 0.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Çelik Form Gestamp Otomotive, A.S. | Bursa | Turkey | 50.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Washtenaw, LLc. | Delaware | USA | 70.00% Tooling and parts manufacturing | Full | N/A | |||
| Gestamp San Luis Potosí, S.A.P.I. de C.V. | Mexico City | Mexico | 70.00% Employment services | Full | N/A | |||
| Gestamp San Luis Potosí Servicios Laborales S.A.P.I. de C.V. | Mexico City | Mexico | 70.00% Tooling and parts manufacturing | Full | N/A | |||
| Gestamp Auto Components (Tianjin) Co., LTD. | Tianjin | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp 2017, S.L. | Madrid | Spain | 100.00% | Portfolio company | Full | N/A | ||
| Autotech Engineering (Shangai) Co. Ltd. | Shangai | China | 100.00% Research and development | Full | Ernst & Young | |||
| Gestamp Hot Stamping Japan K.K. | Tokio | Japan | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Global Laser Araba, S.L. | Álava | Spain | 30.00% | 0.00% Tooling and parts manufacturing | Equity method | Ernst & Young | ||
| MPO Providers Rezistent, S.R.L. | Darmanesti | Romania | 35.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Beyçelik Gestamp Teknoloji Kalip, A.S. | Bursa | Turkey | 50.00% Manufacturing of dies | Full | Ernst & Young | |||
| Gestamp Nitra, S.R.O. | Bratislava | Slovakia | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | ||
| Almussafes Mantenimiento de Troqueles, S.L. | Barcelona | Spain | 100.00% Die maintenance | Full | N/A | |||
| Gestamp (China) Holding, Co. Ltd | Shangai | China | 100.00% Portfolio company | Full | N/A | |||
| Gestamp Autotech Japan Co., Ltd. | Tokio | Japan | 100.00% Research and development | Full | N/A | |||
| NCSG Sorocaba Industria Metalúrgica Ltda. | Sorocaba | Brazil | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Tuyauto Gestamp Morocco | Kenitra | Morroco | 50.00% Tooling and parts manufacturing | Full | N/A | |||
| Gestamp Autocomponents (Beijing) Co., Ltd. | Beijin | China | 100.00% Tooling and parts manufacturing | Full | ||||
| Gestamp Mexicana Serv. Lab. II, S.A. de CV | México DF | Mexico | 100.00% Employment services | Full | ||||
| Reparaciones Industriales Zaldibar, S.L. | Vizcaya | Spain | 99.99% Industrial equipment services | Full | ||||
| Autotech Engineering Spain, S.L. | Madrid | Spain | 100.00% Research and development | Full | ||||
| Autotech Engineering France S.A.S. | Meudon la Forêt | France | 100.00% Research and development | Full | ||||
| Gestamp Auto Components Sales (Tianjin) Co., LTD. Edscha Holding GmbH |
Tianjin Remscheid |
China Germany |
49.00% Consulting and Post-sales services 100.00% Portfolio company |
Equity method Full |
Ernst & Young | |||
| Edscha Automotive Hengersberg GmbH | Hengersberg | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| December 31, 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Direct | Indirect | Consolidation | ||||||
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors | |
| Edscha Automotive Hauzenberg GmbH | Hauzenberg | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Engineering GmbH | Remscheid | Germany | 100.00% Research and development | Full | Ernst & Young | |||
| Edscha Hengersberg Real Estate GmbH | Hengersberg | Germany | 5.10% | 94.90% Property | Full | N/A | ||
| Edscha Hauzenberg Real Estate GmbH | Hauzenberg | Germany | 5.10% | 94.90% Property | Full | N/A | ||
| Edscha Automotive Kamenice S.R.O. | Kamenice | Czech Republic | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Hradec S.R.O. | Hradec | Czech Republic | 100.00% Manufacturing of dies | Full | Ernst & Young | |||
| Edscha Velky Meder S.R.O. | Velky Meder | Slovakia | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp 2008, S.L. | Villalonquéjar (Burgos) | Spain | 100.00% Portfolio company | Full | Ernst & Young | |||
| Edscha Burgos, S.A. | Villalonquéjar (Burgos) | Spain | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Santander, S.L. | El Astillero (Cantabria) | Spain | 5.01% | 94.99% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Briey S.A.S. | Briey Cedex | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Engineering France S.A.S. | Les Ulis | France | 100.00% Research and development | Full | Ernst & Young | |||
| Edscha do Brasil Ltda. | Sorocaba | Brazil | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Edscha Japan Co., Ltd. | Tokio | Japan | 100.00% Sales office | Full | N/A | |||
| Jui Li Edscha Body Systems Co., Ltd. | Kaohsiung | Taiwan | 60.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Jui Li Edscha Holding Co., Ltd. | Apia | Samoa | 60.00% Portfolio company | Full | N/A | |||
| Jui Li Edscha Hainan Industry Enterprise Co., Ltd. | Hainan | China | 60.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Automotive Technology Co., Ltd. | Shanghai | China | 100.00% Research and development | Full | Shangai Ruitong Cpa | |||
| Shanghai Edscha Machinery Co., Ltd. | Shanghai | China | 55.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Anhui Edscha Automotive Parts Co Ltda. | Anhui | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Automotive Michigan, Inc | Lapeer | USA | 100.00% Tooling and parts manufacturing | Full | N/A | |||
| Edscha Togliatti, Llc. | Togliatti | Russia | 100.00% Tooling and parts manufacturing | Full | National Audit Corporation | |||
| Edscha Automotive Components Co., Ltda. | Kunshan | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Finance Slovakia S.R.O. | Velky Meder | Slovakia | 25.00% | 75.00% Portfolio company | Full | Ernst & Young | ||
| Edscha Kunststofftechnik GmbH | Remscheid | Germany | 100.00% Tooling and parts manufacturing | Full | JKG Treuhand | |||
| Edscha Pha, Ltd. | Seul | South Korea | 50.00% Parts manufacture research and development | Full | Ernst & Young | |||
| Edscha Aapico Automotive Co. Ltd | Pranakorn Sri Ayutthaya | Thailand | 51.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Automotive SLP, S.A.P.I. de C.V. | Mexico City | Mexico | 100.00% No activity | Full | N/A | |||
| Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. | Mexico City | Mexico | 100.00% No activity | Full | N/A | |||
| Edscha Automotive Components (Chongqing) Co. Ltd. | Chongqing | China | 100.00% Tooling and parts manufacturing | Full | N/A | |||
| GMF Holding GmbH | Remscheid | Germany | 100.00% Portfolio company | Full | Ernst & Young | |||
| Gestamp Metal Forming (Wuhan), Ltd | Wuhan | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Umformtechnik GmbH | Ludwigsfelde | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Automotive Chassis Products Plc. | Newton Aycliffe, Durham | United Kingdom | 100.00% Portfolio company | Full | Ernst & Young | |||
| Sofedit, S.A.S | Le Theil sur Huisne | France | 65.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Prisma, S.A.S | Usine de Messempré | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Tallent , Ltd | Newton Aycliffe, Durham | United Kingdom | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Wroclaw Sp.z,o.o. | Wroclaw | Poland | 65.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Auto components (Chongqing) Co., Ltd. | Chongqing | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| December 31, 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Direct | Indirect | Consolidation | ||||||
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors | |
| Gestamp Automoción, S.A. | Vizcaya | Spain | Parent company | Portfolio company | Full | Ernst & Young | ||
| Gestamp Bizkaia, S.A. | Vizcaya | Spain | 85.31% | 14.69% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Vigo, S.A. | Pontevedra | Spain | 99.99% | 0.01% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Cerveira, Lda. | Viana do Castelo | Portugal | 42.25% | 57.75% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Toledo, S.A. | Toledo | Spain | 99.99% | 0.01% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Autotech Engineering AIE | Vizcaya | Spain | 10.00% | 90.00% Research and development | Full | Ernst & Young | ||
| SCI de Tournan en Brie | Tournan | France | 0.10% | 99.90% Property | Full | N/A | ||
| Gestamp Solblank Barcelona, S.A. | Barcelona | Spain | 5.01% | 94.99% Tailor-welded blanks | Full | Ernst & Young | ||
| Gestamp Palencia, S.A. | Palencia | Spain | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Argentina, S.A. | Buenos Aires | Argentina | 70.00% Portfolio company | Full | Ernst & Young | |||
| Gestamp Córdoba, S.A. | Córdoba | Argentina | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Linares, S.A. | Jaén | Spain | 5.02% | 94.98% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Servicios, S.A. | Madrid | Spain | 100.00% | Business promotion and support | Full | Ernst & Young | ||
| Matricerías Deusto, S.L. | Vizcaya | Spain | 100.00% Manufacturing of dies | Full | Ernst & Young | |||
| Gestamp Galvanizados, S.A. | Palencia | Spain | 100.00% Galvanization of parts | Full | Ernst & Young | |||
| Gestamp Tech, S.L. | Palencia | Spain | 0.33% | 99.67% No activity | Full | N/A | ||
| Gestamp Brasil Industria de Autopeças, S.A. | Parana | Brazil | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Metalbages, S.A. | Barcelona | Spain | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Esmar, S.A. | Barcelona | Spain | 0.10% | 99.90% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Noury, S.A.S | Tournan | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Aveiro, S.A. Griwe Subgroup |
Aveiro Westerburg |
Portugal Germany |
100.00% Tooling and parts manufacturing 100.00% Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
|||
| Gestamp Aguascalientes, S.A.de C.V. | Aguas Calientes | Mexico | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Mexicana Servicios Laborales, S.A.de C.V. | Aguas Calientes | Mexico | 70.00% Employment services | Full | Ernst & Young | |||
| Gestamp Puebla, S.A. de C.V. | Puebla | Mexico | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Cartera de México, S.A. de C.V. | Puebla | Mexico | 70.00% Portfolio company | Full | Ernst & Young | |||
| Gestamp Mexicana de Serv. Laborales, S.A. de C.V. | Aguas Calientes | Mexico | 70.00% Employment services | Full | Ernst & Young | |||
| Gestamp Ingeniería Europa Sur, S.L. | Barcelona | Spain | 100.00% Service provision | Full | Ernst & Young | |||
| Todlem, S.L. | Barcelona | Spain | 58.13% Portfolio company | Full | Ernst & Young | |||
| Gestamp Navarra, S.A. | Navarra | Spain | 71.37% | 28.63% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Baires, S.A. | Buenos Aires | Argentina | 70.00% Dies, stamping and parts manufacturing | Full | Ernst & Young | |||
| Ingeniería Global MB, S.A. | Barcelona | Spain | 100.00% Administration services | Full | N/A | |||
| Gestamp Aragón, S.A. | Zaragoza | Spain | 5.01% | 94.99% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Abrera, S.A. | Barcelona | Spain | 5.01% | 94.99% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Levante, S.A. | Valencia | Spain | 88.50% | 11.50% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Solblank Navarra, S.L. | Navarra | Spain | 100.00% Stamping and welding | Full | Ernst & Young | |||
| MB Aragón P21, S.L. | Barcelona | Spain | 100.00% Tooling and parts manufacturing | Full | N/A | |||
| Gestamp Polska, SP. Z.O.O. | Wielkopolska | Poland | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Washington UK Limited | Newcastle | United Kingdom | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Hungaria KFT | Akai | Hungary | 100.00% | Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp North America, INC | Michigan | USA | 70.00% Administration services | Full | Ernst & Young | |||
| Gestamp Sweden, AB Gestamp HardTech, AB |
Lulea Lulea |
Sweden Sweden |
100.00% Portfolio company 100.00% Tooling and parts manufacturing |
Full Full |
Ernst & Young 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 | Full | 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 | ||
| Industrias Tamer, S.A. | Barcelona | Spain | 30.00% Tooling and parts manufacturing | Equity method | Ernst & Young | |||
| Gestamp Tooling Services, AIE | Vizcaya | Spain | 100.00% Mould engineering and design | Full | Ernst & Young | |||
| Gestamp Auto Components (Kunshan) Co., Ltd | Kunshan | China | 68.95% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Kartek Co, Ltd. | Gyeongsangnam-Do | South Korea | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Beyçelik Gestamp Kalip, A.S. | Bursa | Turkey | 50.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Toluca SA de CV | Puebla | Mexico | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Servicios Laborales de Toluca SA de CV | Puebla | Mexico | 69.93% Employment services | Full | Ernst & Young | |||
| Gestamp Services India Private, Ltd. | Mumbai | India | 100.00% Tooling and parts manufacturing | Full | S.B. Dave & Co. | |||
| 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% Mould manufacturing and tuning | Full | Ernst & Young | |||
| Gestamp Severstal Kaluga, LLc | Kaluga | Russia | 58.13% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Automotive India Private Ltd. | Pune | India | 50.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Pune Automotive, Private Ltd. | Pune | India | 100.00% Tooling and parts manufacturing | Full | V C Venkatraman & Co. | |||
| Gestamp Chattanooga, Llc | Chattanooga | USA | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Holding Rusia, S.L. | Madrid | Spain | 25.19% | 52.34% Portfolio company | Full | Ernst & Young | ||
| Gestamp South Carolina, Llc Gestamp Holding China, AB |
South Carolina Lulea |
USA Sweden |
70.00% Tooling and parts manufacturing 68.95% Portfolio company |
Full Full |
Ernst & Young Ernst & Young |
|||
| Gestamp Global Tooling, S.L. | Vizcaya | Spain | 99.99% | 0.01% Manufacturing of dies | Full | Ernst & Young | ||
| December 31, 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Direct Indirect Consolidation |
||||||||
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors | |
| Gestamp Tool Hardening, S.L. Gestamp Vendas Novas Lda. |
Vizcaya Évora |
Spain Portugal |
100.00% | 100.00% Manufacturing of dies Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
||
| Gestamp Togliatti, Llc. | Togliatti | Russia | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Automotive Chennai Private Ltd. | Chennai | India | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Palau, S.A. | Barcelona | Spain | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp North Europe Services, S.L. | Vizcaya | Spain | 99.97% | 0.03% Consultancy services | Full | Ernst & Young | ||
| Loire Sociedad Anónima Franco Española | Guipúzcoa | Spain | 100.00% | Cutting machine manufacture and sale | Full | Ernst & Young | ||
| Gestamp Tooling Erandio, S.L. | Guipúzcoa | Spain | 100.00% Portfolio company | Full | N/A | |||
| Diede Die Developments, S.L. | Vizcaya | Spain | 100.00% | Manufacturing of dies | Full | IZE Auditores | ||
| Gestamp Louny, S.R.O. | Prague | Czech Republic | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Autocomponents (Shenyang), Co. Ltd. | Shenyang | China | 65.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp West Virginia, Llc. | Michigan | USA | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Beyçelik Gestamp Sasi, L.S. | Kocaeli | Turkey | 50.00% Tooling and parts manufacturing | Full | Denetciler Swon/KPMG | |||
| Gestamp Autocomponents (Dongguan), Co. Ltd. | Dongguan | China | 65.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Try Out Services, S.L. | Vizcaya | Spain | 100.00% Manufacturing of dies | Full | Ernst & Young | |||
| Gestión Global de Matricería, S.L. | Vizcaya | Spain | 30.00% | No activity | Equity method | N/A | ||
| Ingeniería y Construcción Matrices, S.A. | Vizcaya | Spain | 30.00% Manufacturing of dies | Equity method (A) | IZE Auditores | |||
| IxCxT, S.A. | Vizcaya | Spain | 30.00% Manufacturing of dies | Equity method (A) | IZE Auditores | |||
| Gestamp Funding Luxembourg, S.A. | Luxembourg | Luxembourg | 100.00% | Portfolio company | Full | Ernst & Young | ||
| Gestamp Puebla II, S.A. de C.V. | Puebla | Mexico | 70.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Autotech Engineering Deutschland GmbH | Bielefeld | Germany | 100.00% Research and development | Full | Ernst & Young | |||
| Autotech Engineering R&D Uk limited | Durhan | United Kingdom | 100.00% Research and development | Full | Ernst & Young | |||
| Gestamp Holding México, S.L. | Madrid | Spain | 69.99% Portfolio company | Full | Ernst & Young | |||
| Gestamp Holding Argentina, S.L. | Madrid | Spain | 10.80% | 59.19% Portfolio company | Full | Ernst & Young | ||
| Mursolar 21, S.L. | Madrid | Spain | 65.00% Portfolio company | Full | 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% Employment services | Equity method (A) | N/A | |||
| Kunshan Gestool Tooling Manufacturing, Co., Ltd | Kunshan | China | 30.00% Manufacturing of dies | 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% Manufacturing of dies | Full | N/A | |||
| Gestamp Chattanooga II, Llc | Chattanooga | USA | 70.00% Tooling and parts manufacturing | Full | N/A | |||
| Autotech Engineering R&D USA Gestamp Autocomponents Wuhan, co. Ltd. |
Delaware Wuhan |
USA China |
100.00% | 100.00% IT, and research and development 0.00% Tooling and parts manufacturing |
Full Full |
N/A N/A |
||
| Çelik Form Gestamp Otomotive, A.S. | Bursa | Turkey | 50.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Washtenaw, LLc. | Delaware | USA | 70.00% Tooling and parts manufacturing | Full | N/A | |||
| Gestamp San Luis Potosí, S.A.P.I. de C.V. | Mexico City | Mexico | 70.00% Employment services | Full | N/A | |||
| Gestamp San Luis Potosí Servicios Laborales S.A.P.I. de C.V. | Mexico City | Mexico | 70.00% Tooling and parts manufacturing | Full | N/A | |||
| Gestamp Auto Components (Tianjin) Co., LTD. | Tianjin | China | 100.00% Tooling and parts manufacturing | Full | N/A | |||
| Gestamp 2017, S.L. | Madrid | Spain | 100.00% | Portfolio company | Full | N/A | ||
| Autotech Engineering (Shangai) Co. Ltd. | Shangai | China | 100.00% Research and development | Full | N/A | |||
| Gestamp Hot Stamping Japan K.K. | Tokio | Japan | 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. | Darmanesti | Romania | 35.00% Tooling and parts manufacturing | Full | Toma Financial Consulting | |||
| Beyçelik Gestamp Teknoloji Kalip, A.S. | Bursa | Turkey | 50.00% Manufacturing of dies | Full | Ernst & Young | |||
| Gestamp Nitra, S.R.O. | Bratislava | Slovakia | 100.00% | Tooling and parts manufacturing | Full | N/A | ||
| Almussafes Mantenimiento de Troqueles, S.L. | Barcelona | Spain | 100.00% Die maintenance | Full | N/A | |||
| Gestamp (China) Holding, Co. Ltd | Shangai | China | 100.00% Portfolio company | Full | N/A | |||
| Gestamp Autotech Japan K.K. | Tokio | Japan | 100.00% Research and development | Full | N/A | |||
| Edscha Holding GmbH | Remscheid | Germany | 100.00% Portfolio company | Full | Ernst & Young | |||
| Edscha Automotive Hengersberg GmbH | Hengersberg | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Automotive Hauzenberg GmbH | Hauzenberg | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Engineering GmbH | Remscheid | Germany | 100.00% Research and development | Full | Ernst & Young | |||
| Edscha Hengersberg Real Estate GmbH | Hengersberg | Germany | 5.10% | 94.90% Property | Full | N/A | ||
| Edscha Hauzenberg Real Estate GmbH | Hauzenberg | Germany | 5.10% | 94.90% Property | Full | N/A | ||
| Edscha Automotive Kamenice S.R.O. | Kamenice | Czech Republic | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Hradec S.R.O. | Hradec | Czech Republic | 100.00% Manufacturing of dies | Full | Ernst & Young | |||
| Edscha Velky Meder S.R.O. | Velky Meder | Slovakia | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp 2008, S.L. | Villalonquéjar (Burgos) | Spain | 100.00% Portfolio company | Full | Ernst & Young | |||
| Edscha Burgos, S.A. Edscha Santander, S.L. |
Villalonquéjar (Burgos) El Astillero (Cantabria) |
Spain Spain |
5.01% | 100.00% Tooling and parts manufacturing 94.99% Tooling and parts manufacturing |
Full Full |
Ernst & Young Ernst & Young |
||
| Edscha Briey S.A.S. | Briey Cedex | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Edscha Engineering France S.A.S. | Les Ulis | France | 100.00% Research and development | Full | Ernst & Young | |||
| Edscha do Brasil Ltda. | Sorocaba | Brazil | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | |||
| Gestamp Edscha Japan Co., Ltd. | Tokio | Japan | 100.00% Sales office | Full | N/A | |||
| Jui Li Edscha Body Systems Co., Ltd. | Kaohsiung | Taiwan | 60.00% Tooling and parts manufacturing | Full | Ernst & Young |
| December 31, 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Direct Indirect Consolidation |
|||||||
| Company | Address | Country | shareholding | shareholding | Activity | method | Auditors |
| Jui Li Edscha Holding Co., Ltd. | Apia | Samoa | 60.00% Portfolio company | Full | N/A | ||
| Jui Li Edscha Hainan Industry Enterprise Co., Ltd. | Hainan | China | 60.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Automotive Technology Co., Ltd. | Shanghai | China | 100.00% Research and development | Full | Shangai Ruitong Cpa | ||
| Shanghai Edscha Machinery Co., Ltd. | Shanghai | China | 55.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Anhui Edscha Automotive Parts Co Ltda. | Anhui | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Automotive Michigan, Inc | Lapeer | USA | 100.00% Tooling and parts manufacturing | Full | N/A | ||
| Edscha Togliatti, Llc. | Togliatti | Russia | 100.00% Tooling and parts manufacturing | Full | National Audit Corporation | ||
| Edscha Automotive Components Co., Ltda. | Kunshan | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Finance Slovakia S.R.O. | Velky Meder | Slovakia | 25.00% | 75.00% Portfolio company | Full | N/A | |
| Edscha Kunststofftechnik GmbH | Remscheid | Germany | 100.00% Tooling and parts manufacturing | Full | JKG Treuhand | ||
| Edscha Pha, Ltd. | Seul | South Korea | 50.00% Parts manufacture research and development | Full | N/A | ||
| Edscha Aapico Automotive Co. Ltd | Pranakorn Sri Ayutthaya | Thailand | 51.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Edscha Automotive SLP, S.A.P.I. de C.V. | Mexico City | Mexico | 100.00% No activity | Full | N/A | ||
| Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. | Mexico City | Mexico | 100.00% No activity | Full | N/A | ||
| Edscha Automotive Components (Chongqing) Co. Ltd. | Chongqing | China | 100.00% Tooling and parts manufacturing | Full | N/A | ||
| GMF Holding GmbH | Remscheid | Germany | 100.00% Portfolio company | Full | Ernst & Young | ||
| Gestamp Metal Forming (Wuhan), Ltd | Wuhan | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Umformtechnik GmbH | Ludwigsfelde | Germany | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Automotive Chassis Products Plc. | Newton Aycliffe, Durham | United Kingdom | 100.00% Portfolio company | Full | Ernst & Young | ||
| Sofedit, S.A.S | Le Theil sur Huisne | France | 65.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Prisma, S.A.S | Usine de Messempré | France | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Tallent , Ltd | Newton Aycliffe, Durham | United Kingdom | 100.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Wroclaw Sp.z,o.o. | Wroclaw | Poland | 65.00% Tooling and parts manufacturing | Full | Ernst & Young | ||
| Gestamp Auto components (Chongqing) Co., Ltd. | Chongqing | China | 100.00% Tooling and parts manufacturing | Full | Ernst & Young |
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.
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 | |||||
| (€) | 2018 | 2017 | 2018 | 2017 | ||
| Non-current financial assets | ||||||
| Loans and receivables Hedging derivatives |
1,198,311,421 23,238 |
1,002,606,984 - |
1,198,311,421 23,238 |
1,002,606,984 - |
||
| Debt Securities | 34,375,000 | 35,942,500 | 34,375,000 | 35,942,500 | ||
| Credits to third parties | 36,854,371 | 37,783,802 | 36,854,371 | 37,783,802 | ||
| Other financial assets | 1,200 | 1,200 | 1200 | 1,200 | ||
| 1,269,565,230 | 1,076,334,486 | 1,269,565,230 | 1,076,334,486 | |||
| Current financial assets | ||||||
| Held-to-maturity investments | - | - | - | - | ||
| Loans and receivables | 2,163,149,624 | 1,982,832,938 | 2,163,149,624 | 1,982,832,938 | ||
| 2,163,149,624 | 1,982,832,938 | 2,163,149,624 | 1,982,832,938 | |||
| Total | 3,432,714,854 | 3,059,167,424 | 3,432,714,854 | 3,059,167,424 |
These amounts are disglosed in the balance sheet as follows:
| Loans, derivatives and other | ||||||
|---|---|---|---|---|---|---|
| financial assets | Total | |||||
| (€) | 2018 | 2017 | 2018 | 2017 | ||
| Non-current financial assets | ||||||
| Investments in group companies and associates | ||||||
| Loans to companies (Note 19.1) | 1,198,311,421 | 1,002,606,984 | 1,198,311,421 | 1,002,606,984 | ||
| Debt Securities | 34,375,000 | 35,942,500 | 34,375,000 | 35,942,500 | ||
| Non-current investments | 0 | 0 | ||||
| Credits to third parties | 36,854,371 | 37,783,802 | 36,854,371 | 37,783,802 | ||
| Hedging derivatives (Note 14.2) | 23,238 | - | 23,238 | - | ||
| Other financial assets | 1,200 | 1,200 | 1,200 | 1,200 | ||
| 1,269,565,230 | 1,076,334,486 | 1,269,565,230 | 1,076,334,486 | |||
| Current financial assets | ||||||
| Current investments in group companies and associates: | ||||||
| Loans to companies (Note 19.2) | 217,252,406 | 520,296,740 | 520,296,740 | 520,296,740 | ||
| Other financial assets (Note 19) | 1,945,888,712 | 1,462,536,198 | 1,945,888,712 | 1,462,536,198 | ||
| Current investments | ||||||
| Other financial assets (Note 9.1) | 8,506 | - | 8,506 | - | ||
| 2,163,149,624 | 1,982,832,938 | 2,163,149,624 | 1,982,832,938 | |||
| 3,432,714,854 | 3,059,167,424 | 3,432,714,854 | 3,059,167,424 |
"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 €36,854 thousand. The amount of interest accrued amounts 1,091 thousand euros, net of returns already paid by employees, that amount to 2,020 thousand euros. 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 2018 and 2017:
| 2018 | |||||||
|---|---|---|---|---|---|---|---|
| (Euros) | Total, current | 1-2 years | 2-3 years | 3-4 years | 4-5 years | Subsequent | Total, non-current |
| Loans to companies (Note 19.2) | 217,252,406 | 309,651,723 | 15,319,800 | 135,427,742 | 357,142,292 | 380,769,864 | 1,198,311,421 |
| Other financial assets (Note 19) | 1,945,888,712 | - | - | - | - | 1,200 | 1,200 |
| Credits to third parties | - | - | - | 36,854,371 | - | - | 36,854,371 |
| Short-term financial investments | 8,506 | ||||||
| Debt Securities | - | - | 34,375,000 | - | - | - | 34,375,000 |
| 2,163,149,624 | 309,651,723 | 49,694,800 | 172,282,113 | 357,142,292 | 380,771,064 | 1,269,541,992 | |
| 2018 | |||||||
| (Euros) | Total, current | 1-2 years | 2-3 years | 3-4 years | 4-5 years | Subsequent | Total, non-current |
| Loans to companies (Note 19.2) | 520,296,740 | 47,863,570 | 368,492,657 | 15,319,800 | 49,000,000 | 521,930,957 | 1,002,606,984 |
| Credits to third parties | 1,462,536,198 | - | - | - | - | 1,200 | 1,200 |
| Debt Securities Other financial assets (Note 19) |
- - |
- - |
37,783,802 - |
- - |
- - |
- 35,942,500 |
37,783,802 35,942,500 |
"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). The amount of accrued interest at the closing date amounts to 3,205,822 euros. Unmatured accrued interest at the year-end stood at €3,387,081, recognized under "Current investments in group companies and associates."
The breakdown of "Cash and cash equivalents" at December 31 is as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Cash | 8,554 | 15,724 |
| Demand current accounts | 224,110,471 | 574,478,092 |
| 224,119,025 | 574,493,816 |
Current accounts earn market interest rates.
At December 31, 2018, the Company's capital consisted of 575,514,360 indivisible and accumulable registered shares (2017: 575,514,360 shares, par value of €0.50 each) with a par value of €0.50 each. All the shares are of the same class and confer the same rights. 30.21% of them are trading shares. All of them are fully subscribed and paid.
Shareholders at December 31 are as follows:
| Shareholder | 2018 | 2017 |
|---|---|---|
| Acek Desarrollo y Gestión Industrial S.L. | 19.69% | 21.17% |
| Gestamp 2020, S.L. | 50.10% | 50.10% |
| Stock Market | 30.02% | 28.73% |
| Treasury shares | 0.19% | |
| 100.00% | 100.00% |
(*) Includes actions of managers and employees of the group.
On June 6th, 2018 Acek Desarrollo y Gestión Industrial, S.L., proceeded to the sale of 8,532,331 shares, equivalent to a 1.48% stake in it, to the stock market.
On March 3, 2017, the Company:
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.
At July 27th, 2018 the Company signed a liquidty contract with JB Capital Markets, S.V., S.A.U., adapted to the provided in the newsletter 1/2017 of April 26 of the CNMV.
The context of this contract is the Spanish Stock Market.
The contract establishes the condictions in which the financial intermediary will operate at the expense of the issuer, by purchasing or selling its interim shares, with the only objective of encourage the liquidity and consistency of its quote and will have a duration of 12 months that, will be tacitly renewed for the same period, unless otherwise indicated of the parties.
The amount destinated to the cash account associated to the contract amounts €9,000 thousand.
At December 31st, 2018 Gestamp Automoción, S.A. has own shares, as detailed in the following table: Shares in treasury at December 31, 2018
| Euros per share | ||||
|---|---|---|---|---|
| Number of shares | Acquisition | Share prices | Market Value (€) | % |
| 1,078,834 | 5.60 | 4.97 | 5,361,805 | 0,19% |
The movements of the own shares in 2018 are detailed in the following table:
| Shares in treasury at December 31, 2017 | - |
|---|---|
| Acquisitions | 2.648.637 |
| Disposals | 1.569.803 |
| Shares in treasury at December 31, 2018 | 1.078.834 |
The amount of the acquisitions of own shares in 2018 amounts to €15,496,902.
In 2018 the disposals of own shares amounts to €8,701,795.
The selling price of the interim shares detailed in the previous table amounts €8,702 thousand, generating a negative result of €754 thousand. Likewise, the fees have amount to €13 thousand. The net result of €767 thousand is registered in the section "Distributable Reserves" (note 11.3).
At December 31, 2018 and 2017, 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).
Details and movements of the different items of "Reserves" are as follows:
| (€) | Opening balance |
Distribution of 2017 result |
Capital reductions |
Distribution of dividends |
Operaciones con acciones o participaciones propias |
Closing balance |
|---|---|---|---|---|---|---|
| Prior periods' losses | - | - | - | - | - | - |
| Legal reserve | 47,110,439 | 10,440,998 | - | - | - | 57,551,437 |
| Reserves for adaptation to the | ||||||
| Spanish General Chart of | ||||||
| Accounts | 75,488,583 | - | - | - | - | 75,488,583 |
| Other special reserves: | 68,593,033 | - | - | - | - | 68,593,033 |
| Voluntary reserves | 23,661,760 | 108,056,943 | - | - | (766,818) | 130,951,885 |
| 214,853,815 | 118,497,941 | - | - | (766,818) | 332,584,938 |
| (€) | Opening | Distribution of | Capital | Distribution of | Closing |
|---|---|---|---|---|---|
| balance | 2015 result | reductions | dividends | 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 |
"Voluntary reserves" includes €766,818, from the own shares transactions.
"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. This reserve is abailable because of the goodwill is fully amortized.
Shareholders at the Ordinary General Shareholders Meeting held on June 30, 2018, agreed to distribute €71,939,295 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).
In 2018, only de 5.48% of the result of 2017 has been destinated to legal reserve, due to with this percentage is reached the 20% of the registered capital of the Company.
Details and movements in "Valuation adjustments" are as follows:
| (€) | Opening balance | Movements, net | Closing balance | |
|---|---|---|---|---|
| 2018 | ||||
| Cash flow hedges | (8,911,462) | 2,699,149 | (6,212,313) | |
| (8,911,462) | 2,699,149 | (6,212,313) | ||
| 2017 | ||||
| Cash flow hedges | (15,299,636) | 6,388,175 | (8,911,462) | |
| (15,299,636) | 6,388,175 | (8,911,462) |
The breakdown of net movements in 2018 and 2017 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.
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.
The breakdown of "Financial liabilities" at December 31, is as follows:
| Debt with financial institutions |
Derivatives and other | Total | ||||
|---|---|---|---|---|---|---|
| (€) | 2018 2017 |
2018 | 2017 | 2018 | 2017 | |
| Non-current financial liabilities | ||||||
| Debts and payables | 1,562,745,660 | 1,584,166,452 | 514,554,875 | 515,114,220 2,077,300,535 | 2,099,280,671 | |
| Debentures and other marketable securities |
- | - | 392,961,283 | - | 392,961,283 | - |
| Derivatives | - | - | 49,914,035 | 55,561,090 | 49,914,035 | 55,561,090 |
| 1,562,745,660 | 1,584,166,452 | 957,430,193 | 570,675,310 2,520,175,853 | 2,154,841,762 | ||
| Current financial liabilities: | ||||||
| Debts and payables | 3,123,827 | 586,534,770 | 1,185,519,178 | 906,069,395 1,188,643,005 | 1,492,604,165 | |
| 3,123,827 | 586,534,770 | 1,185,519,178 | 906,069,395 1,188,643,005 | 1,492,604,165 | ||
| 1,565,869,487 | 2,170,701,222 | 2,142,949,371 | 1,476,744,705 3,708,818,858 | 3,647,445,927 |
These amounts are disclosed in the balance sheet as follows:
| Debt with financial institutions | Derivatives and other | Total | ||||
|---|---|---|---|---|---|---|
| (€) | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 |
| Non-current financial liabilities: | ||||||
| Non-current payables Obligations and other negotiable securities Group companies and associates, non |
1,562,745,660 - |
1,584,166,452 - |
49,914,035 392,961,283 |
55,561,090 - |
1,612,659,695 392,961,283 |
1,639,727,542 - |
| current (Note 19) | - | 514,554,875 | 515,114,220 | 514,554,875 | 515,114,220 | |
| 1,562,745,660 | 1,584,166,452 | 957,430,193 | 570,675,310 | 2,520,175,853 | 2,154,841,762 | |
| Current financial liabilities: | ||||||
| Non-current | ||||||
| Loans and debts with financial institutions | 3,123,827 | 586,534,770 | 3,123,827 | 586,534,770 | ||
| Other financial liabilities | - | - | 41,662,132 | 3,360,642 | 41,662,132 | 3,360,642 |
| Group companies and associates, current (Note 19) |
- | - | 1,141,670,615 | 900,695,878 | 1,141,670,615 | 900,695,878 |
| Trade and other payables | - | - | 2,186,431 | 2,012,874 | 2,186,431 | 2,012,874 |
| 3,123,827 | 586,534,770 | 1,185,519,178 | 906,069,395 | 1,188,643,005 | 1,492,604,165 | |
| 1,565,869,487 | 2,170,701,222 | 2,142,949,371 | 1,476,744,706 | 3,708,818,858 | 3,647,445,927 |
The breakdown of "Debt with financial institutions" at December 31 is as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Non-current | ||
| Loans and debts with financial institutions | 1,562,745,660 | 1,584,166,452 |
| Debentures and other marketable securities | 392,961,283 | - |
| 1,955,706,943 | 1,584,166,452 | |
| Current | ||
| Loans and debts with financial institutions | 390,700 | 582,524,007 |
| Accrued interest payable | 2,733,127 | 4,010,763 |
| Derivatives | 1,196,678 | - |
| Other financial liabilities | 40,465,454 | 3,360,642 |
| 44,785,959 | 589,895,412 | |
| 2,000,492,902 | 2,174,061,864 |
The maturity schedule of the main loans and debts with financial institutions at December 31, 2018, is as follows:
| Loans | Total, current |
1 - 2 years | 2 - 3 years | 3-4 years | 4-5 years | subsequent years |
Total, non current |
|---|---|---|---|---|---|---|---|
| Syndicated | - | 110,821,472 | 213,118,216 | 528,533,175 | - | - | 852,472,863 |
| Deferred expenses (Syndicated) | (1,587,238) | (1,430,269) | (1,156,094) | (456,588) | - | - | (3,042,951) 713,315,749 |
| Financial loans Obligaciones y Bonos |
2,542,380 - |
128,899,923 - |
92,257,697 - |
187,865,769 - |
267,292,360 - |
37,000,000 400,000,000 |
400,000,000 |
| Deferred expenses (bonus) | (968,273) | (990,893) | (1,051,311) | (1,089,412) | (1,116,856) | (2,790,246) | (7,038,718) |
| Various bank facilities | 403,831 | - | - | - | - | - | - |
| 390,700 | 237,300,233 | 303,168,508 | 714,852,944 | 266,175,504 | 434,209,754 1,955,706,943 |
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 average interest accrued on these loans in 2018 ranged between 0.69% and 4.226% (2017: between 0.65% and 5.80%). The price of the bond, throughout 2018, ranged between 90.806% and 97.342%.
At December 31, 2018, the Company had arranged credit facilities with a number of banks for a total of €403.831 (2017: €147,623,642), of which it had drawn €471,600,000 (2017: €413,476,358). Interest accrued and not paid in 2018 on the credit facilities amounted to €187,998 (2017: €358,782).
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, 2018 comes to €852.473 thousands (€852.473 thousand at December 31, 2017), everything with long term maturity.
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:
At December 31, 2018 and December 31, 2017 Gestamp Automoción, S.A. was not in breach of any of these covenants. The covenants in thos years were:
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 Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Griwe Subgroup Edscha Velky Meder, S.r.o. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Loire S.A. Franco Española Gestamp Abrera, S.A. Edscha Burgos, 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. 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.
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, 2018, amounted to €483 million. The amortized cost of the bond issued in May 2016, at December 31, 2017, amounted to €485 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 Abrera, S.A. Edscha Santander, 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 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).
On July 1, 2015, the Company arranged a loan for €8,032,161 maturing on July 1, 2018. During 2017 it was partially amortized in the amount of €2,679,773. The capital outstanding at December 31, 2017 was €2,703,807. The loan has been fully repaid in 2018. Interest was payable annually.
On June 21, 2016, the Company arranged a loan for an initial amount of €15 million maturing on June 21, 2018. Durin 2018, the loan has been fully repaid . The outstanding principal on the loan at December 31, 2017 was €3,769,735. Interest was payable monthly.
On June 30, 2016, the Company arranged a loan for €20 million maturing on June 29, 2020. Interest is payable monthly. This loan has been fully repaid on April 30th, 2018
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:
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, 2018 and 2017, these ratios were within the previous limits. The covenants in thos years were:
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 Abrera, S.A. Gestamp Funding Luxembourg, 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. Sofedit, S.A.S.
Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda.
On March 23, 2017 the Company arranged a loan for an initial amount of €35 million maturing on March 23, 2020. The loan has been fully repaid on April, 2018. Interest was payable semiannually.
On March 23, 2017 the Company arranged a loan for an initial amount of €60 million maturing on March 23, 2022. The loan has been partially repaid for €10 million, being the outstanding principal at December 31, 2018 of €50 million. 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. The loan has been fully repaid on May, 2018. Interest was payable semiannually.
On March 24, 2017 the Company arranged a loan for an initial amount of €100 million maturing on March 24, 2021. The loan has been partially repaid for €33,3 million, being the outstanding principal at December 31, 2018 of €66.7 million. Interest is payable monthly.
On April 12, 2017 the Company arranged a loan for an initial amount of €100 million maturing on April 30, 2022. The loan has been partially repaid for €30 million, being the outstanding principal at December 31, 2018 of €70 million. 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. The loan has been fully repaid in 2018. Interest was payable quarterly.
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. The loan has been fully repaid in 2018. Interest was 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. The loan has been fully repaid in 2018. Interest was payable semiannually.
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.
On September 25, 2017 the Company arranged a loan for an initial amount of €175 million maturing on February 26, 2018. The loan has been fully repaid in 2018. Interest was payable at maturity.
On October 10, 2017 the Company arranged a loan for an initial amount of €50 million maturing on October 10, 2018. The loan has been fully repaid in 2018. Interest was payable at maturity.
On November 24, 2017 the Company arranged a loan for an initial amount of €35 million maturing on November 24, 2020. Interest was payable quarterly, since February 24, 0218 (first settlement date). The loan has been fully repaid in 2018.
On April 2018, the Group has completed a senior bond issue granted trought the Dominant Society for a total amount of €400 millions with an anual coupon of 3.25% and TIR 3.375% (taking into account the placement price).
These bonds have as innitial maturity date April 30th, 2016 and interest payable semiannually (on April and October).
The amortized cost of the bond at December 31, 2018, amounted to €392 million.
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 bond:
Edscha Automotive Hengersberg GmbH Gestamp Louny, S.r.o. Ingeniería Global MB, S.A. Loire S.A. Franco Española Edscha Holding GmbH Gestamp Tallent Limited Gestamp Global Tooling, S.L. Gestamp Aragón, S.A. Subgrupo Griwe Gestamp Noury, SAS Gestamp Washington UK Limited Edscha Automotive Hauzenberg, GmbH Gestamp Toledo, S.A. Gestamp Ronchamp, S.A.S. Edscha Velky Meder, S.r.o. Gestamp Umformtechnik, GmbH Gestamp Linares, S.A. Edscha Briey, S.A.S. Gestamp HardTech, AB Edscha Hengersberg Real Estate GmbH, & Co. Gestamp Vigo, S.A. Sofedit, S.A.S. Gestamp Sweden AB Edscha Hauzenberg Real Estate GmbH, & Co. Gestamp Funding Luxemburgo, S.A. SCI de Tournan en Brie Gestamp Levante, S.A. Edscha Engineering, GmbH. Gestamp Solblank Barcelona, S.A. Edscha Engineering France, S.A.S. Edscha Hradec, S.r.o. GMF Holding GmbH Edscha Burgos, S.A. Gestamp Prisma, S.A.S. Edscha Automotive Kamenice, S.R.O. Gestamp Servicios, S.A. Gestamp Abrera, S.A. Gestamp Hungaria, KFT. Gestamp Vendas Novas Unipessoal, Lda. Gestamp Navarra, S.A. Gestamp Palencia, S.A. Gestamp Polska, Sp.Z.o.o. Gestamp Cerveira, Ltda Gestamp Bizkaia, S.A. Gestamp Esmar, S.A. Gestamp Wroclaw, Sp. Z.o.o Gestamp Aveiro, S.A. Edscha Santander, S.A.
On March 28th, 2018 the Company arranged a loan for an initial amount of €61 million maturing on September 28, 2018.The loan has been fully repaid in 2018. Interest was payable quarterly.
On April 1st, 2018 the Company arranged a loan for an initial amount of €6.67 million maturing on March 30, 2019.The loan has been fully repaid in September, 2018. Interest was payable quarterly.
On May 22nd, 2018 the Company arranged a loan for an initial amount of \$45 million maturing on May 22, 2022. Interest is payable quarterly.
On June 28th, 2018 the Company arranged a loan for an initial amount of \$116 million maturing on June 27, 2023. Interest is payable quarterly.
On July 2nd, 2018 the Company arranged a loan for an initial amount of \$81.2 million maturing on July 2nd, 2022. Interest is payable quarterly.
On September 24th, 2018 the Company arranged a loan for an initial amount of €30 million maturing on September 20th, 2024. Interest is payable quarterly.
On September 24th, 2018 the Company arranged a loan for an initial amount of €25 million maturing on September 20th, 2024. Interest is payable quarterly.
On November 13th, 2018 the Company arranged a loan for an initial amount of €7.7 million maturing on November 13th, 2021. 2,542,380 euros are in the short (whereof 1,268,178 maturiting on May 12nd 2019 and 1,274,202 on November 12nd, 2019). The rest of the loan, which amount 5,157,620 euros, is placed in the long term and will be repaid semiannually. Interest is payable semiannually, conciding with the maturity dates.
Accrued interest payable at December 31, 2018 amounted to €4,935,905, broken down as follows:
Accrued interest payable at December 31, 2017 amounted to €4,010,763, broken down as follows:
The breakdown of financial liabilities classified in this category at December 31 is as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Non-current | ||
| Derivatives | 49,914,035 | 55,561,090 |
| 49,914,035 | 55,561,090 | |
| Current | ||
| Derivatives | 1,196,678 | - |
| Payables to group companies and associates (Note 19) | 1,143,348,105 | 900,695,878 |
| Trade and other payables | 2,186,431 | 2,012,874 |
| 1,146,731,214 | 902,708,753 |
This item includes the fair value of cash flow hedges and derivatives held for trading arranged by the Company at December 31:
| Item | |||
|---|---|---|---|
| (€) | 2018 | 2017 | |
| Derivative financial assets | 23,238 | - | |
| Derivatives held for trading | 23,238 | - | |
| Derivative financial liabilities | 51,110,713 | 55,561,090 | |
| Cash flow hedges | 15,043,592 | 19,207,052 | |
| Derivatives held for trading | 36,067,121 | 36,354,038 | |
The breakdown of the fair value of derivative financial assets and liabilities is as follows:
| 2018 | 2017 | ||||
|---|---|---|---|---|---|
| Contract | Type | Asset | Liabilities | Asset | Liabilities |
| 1 | Cash flow | - | 6,524,647 | - | 8,145,432 |
| 5 | Cash flow | - | 4,811,688 | - | 5,916,809 |
| 3 | Cash flow | - | 3,707,257 | - | 5,144,811 |
| Total cash flow hedges | - | 15,043,592 | - | 19,207,052 | |
| 1 | Derivatives held for trading | - | 6,011,433 | - | 4,025,412 |
| 2 | Derivatives held for trading | - | 24,128,041 | - | 23,327,049 |
| 5 | Derivatives held for trading | - | 4,723,269 | - | 3,162,824 |
| 6 | Derivatives held for trading | - | 7,700 | - | 1,760,871 |
| 9 | Derivatives held for trading | 23,238 | - | - | 4,077,882 |
| 10 | Derivatives held for trading | - | 1,196,678 | ||
| Total derivatives held for trading | 23,238 | 36,067,121 | - | 36,354,038 |
At December 31, 2018, 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 |
|---|---|---|---|
| 2019 | 140,000 | 77,836 | 110,000 |
| 2020 | 140,000 | 77,836 | 110,000 |
The terms of the interest rate swaps in place at December 31, 2018 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/\$.
On May 23rd and November 23rd, 2018 the Company has partially canceled the coverage contracts of May and September of 2016 (Contract 9), for the exchange of the loans granted by Mursolar, S.L. to Gestamp Dongguan and Shenyang for the total amount of \$82 million, due to the repaid of the amount of \$38 million of the loans. The aoutstanding principal at December, 2018 is \$44 million. The exchange covered by the outstanding contracts are 1.172789, 1.158148, 1.190109, 1.163874, 1.143447 EUR/USD.
On December 13th the Company formalized a Forward contract with a financial entity (contract number 10) in which the company agrees to sell on January 14 th, 61,501,280 usd at an exchange rate of 1,1713 EUR / USD.
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) | 2018 | 2017 |
|---|---|---|
| 2018 | (5,987) | |
| 2019 | (7,294) | (6,847) |
| 2020 | (7,669) | (6,306) |
| 2021 | (81) | (67) |
| Total | (15,044) | (19,207) |
At December 31, 2018, the Company transferred from equity to the income statement an expense of €13,592 thousand for the impact of settlements made in the year related to interest rate hedging transactions. In 2017, the amount recognized in the same connection was €8,969 thousand.
In 2018, expense of €2,594,286 related to held for trading transactions was recognized in the income statement, whereas in 2017, net income in this connection recognized in the income statement was €1,917,128.
The breakdown of this item at December 31, 2017 is as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Personnel (salaries payable) | 769,806 | 753,416 |
| Trade payables | 340,745 | 530,149 |
| Public entities, other (Note 15) | 1,075,880 | 729,309 |
| 2,186,431 | 2,012,874 |
The breakdown of tax assets and tax liabilities at 31 December is as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Receivable | ||
| Public entities, other | 6,100 | 74,400 |
| Current tax assets | 4,191,703 | 4,476,959 |
| 4,197,803 | 4,551,359 | |
| Payable | ||
| Public entities, other | 1,075,880 | 729,309 |
| 1,075,880 | 729,309 |
The receivable relates mainly to withholdings of interest on loans of prior years, above all for 2018, for € 3,539,771, previous years, for €651,931.
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.
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 Foral Regulation 2/2018 of March 21, has modified the general tax rate, which passes, from 28% to 26% in 2018 and to 24% in subsequent years. As a result, the Company has adjusted the previous deferred tax assets and liabilities based on the current tax rate at the estimated date of reversal. The effect of this adjustment has entailed a charge in the corporate tax expense of 1,061 thousand euros.
The reconciliation of net income and expense for the year with taxable income (tax loss) is as follows:
| (€) | Income statement | Income and expense recognized directly in equity | ||||
|---|---|---|---|---|---|---|
| Increases | Decreases | Total | Increases | Decreases | Total | |
| Income and expense for the year | 129.451.358 | - | 129.451.358 | 17.104.148 | - | 17.104.148 |
| Income tax | 7.681.669 | - | 7.681.669 | (4.104.996) | - | (4.104.996) |
| Income and expense for the year before tax | 121.759.689 | - | 121.759.689 | 12.999.152 | - | 12.999.152 |
| Permanent differences Temporary differences |
11.431.254 26.041.674 |
167.103.767 - |
155.672.513 26.041.674 |
- - |
- - |
- - |
| Taxable income (tax loss) | (8.682.297) | 12.999.152 | - |
| 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) |
Permanent differences arose as a result of:
The temporary differences are due to:
Non deductible accruals for long term obligations with the company employees
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) | ||
|---|---|---|
| (€) | 2018 | 2017 |
| Income and expense for the year before tax | 121,759,689 | 188,459,818 |
| Tax charge (26%-28% tax rate) Permanent differences Recognition of tax credits Withholdings abroad Other/ |
31,657,519 (40,474,853) 2,272,079 (2,272,079) 1,125,665 |
52,768,749 (54,438,961) 1,545,902 (1,545,902) (307,205) |
| Effective tax expense/(income) | (7,691,669) | (1,977,417) |
Applying the established criteria (Note 4.12), at December 31, 2018 and 2017, the Company recognized receivables for the tax debts and credits arising from settlements of tax from companies comprising the tax group of €3,539,771 (2017: €3,411,362) and payables of €2,272,079 (2017: €1,629,347), in accounts with group companies (Note 19), with the following detail:
| Receivables / (payables) | ||||
|---|---|---|---|---|
| (€) | 2018 | 2017 | ||
| Tax credits, Gestamp Bizkaia, S.A. | 4,385,382 | (591,397) | ||
| Calculation of tax, Loire, SAFE. | 1,161,355 | 1,240,016 | ||
| Calculation of tax, Gestamp North Europe Services | 208,119 | 323,837 | ||
| Offset of tax losses, Berotools, S.L. | (186,389) | (337,075) | ||
| Gestamp Try Out Services , S.L | (447,578) | (507,576) | ||
| Gestamp Technology Insttute, S.L | (127,128) | (192,342) | ||
| Diede Developments, S.L | 101,774 | - | ||
| Gestamp Tooling Hardening, S.L | (58,600) | 209,417 | ||
| Gestamp Global Tooling, S.L | (4,065,816) | 579,412 | ||
| Adral, S.L | 827,516 | 1,058,680 | ||
| Matriceria Deusto ,S.L | (80,895) | (957) | ||
| 1,717,740 | 1,782,015 |
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:
| (€) | 2018 | 2017 |
|---|---|---|
| Current tax | 2,272,079 | 1,545,902 |
| Deductions applied | (2,272,079) | (1,545,902) |
| Withholdings | 3,525,303 | 3,629,019 |
| Income tax refundable | 3,525,303 | 3,629,019 |
The detail and movements in the items composing "Deferred tax assets" are as follows:
| Changes reflected in | ||||||
|---|---|---|---|---|---|---|
| Opening | Profit/(loss) for the year | Total | Closing | |||
| 000 € | balance | additions | Decreases | equity | Other | balance |
| 2018 | ||||||
| Deferred tax assets | 13,522,944 | 2,272,079 | - | - | - | 15,795,023 |
| Unused tax credits and tax relief | 3,095,124 | 2,257,397 | - | - | (2,213,877) | 3,138,645 |
| Carryforward of unused tax losses | 522,667 | 85,832 | - | - | (81,269) | 527,23 |
| non-deductible financial expenses | 6,474,105 | - | - | (498,008) | 5,976,097 | |
| Tax effect of derivatives | 3,465,569 | - | - | (1,494,312) | 1,971,257 | |
| 20,606,304 | 11,089,413 | - | (1,494,312) | (2,283,154) | 27,408,251 |
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, 2018 and 2017, the Company had unused tax credits amounting to €15,792 and €13,520 thousand, respectively. The detail of these credits and their expiry is as follow:
| 000 € | Last year of | ||
|---|---|---|---|
| Year generated | offset | 2018 | 2017 |
| 1998 | 2044 | 142 | 142 |
| 1999 | 2044 | 272 | 272 |
| 2000 | 2044 | 119 | 119 |
| 2001 | 2044 | 84 | 84 |
| 2002 | 2044 | 103 | 103 |
| 2004 | 2044 | - | - |
| 2005 | 2044 | - | - |
| 2006 | 2044 | 3 | 3 |
| 2007 | 2044 | 3,794 | 3,794 |
| 2009 | 2044 | 17 | 17 |
| 2010 | 2044 | 7,952 | 7,952 |
| 2011 | 2044 | - | - |
| 2011 | 2044 | - | - |
| 2012 | 2044 | 9 | 9 |
| 2013 | 2044 | 1,025 | 1,025 |
| 2018 | 2048 | 2,272 | - |
| 15,792 | 13,52 |
The Company has recorded tax credits resulting from the losses pending compensation in the amount of €11,054 thousand generated in 2018 (11,054 thousand euros in 2017) 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.
The amount of revenue relates to the royalty charged to subsidiaries for use of the GESTAMP trademark acquired in 2018, to the provision of financial services and to dividend income.
The breakdown of the net revenue from continuing operations by business category and geographic market is as follows:
| 2018 | 2017 | |
|---|---|---|
| Revenue | 253,244,510 | 280,248,923 |
| Rendering of intellectual property services (Note 19) | 32,458,649 | 30,307,912 |
| Rendering of financial services (Note 19) | 63,808,325 | 73,554,404 |
| Dividend income (Note 19) | 156,977,536 | 176,386,607 |
| Other operating income | 2,728,171 | 2,231,968 |
| Non-trading and other operating income (Note 19) | 2,728,171 | 2,231,968 |
| 255,972,681 | 282,480,891 |
The amount of Non-trading and other operating income includes €375,000 in concept of remuneration of directors and €2,353,171 in concept of rental income and diferent services.
The breakdown of "Employee benefits expense" is as follows:
| (Euros) | 2018 | 2017 |
|---|---|---|
| Staff costs | 3,806,163 | 2,600,165 |
| Salaries, wages | 3,569,238 | 2,342,198 |
| Social charges | 236,925 | 257,967 |
| Social Security | 234,414 | 237,502 |
| Other | 2,511 | 20,465 |
The breakdown of "External services" is as follows:
| (Euros) | 2018 | 2017 |
|---|---|---|
| Leases | 100,322 | 64,177 |
| Independent professional services | 2,089,593 | 5,659,057 |
| Banking services | 2,154,708 | 1,941,143 |
| Repairs and maintenance | 122 | |
| Insurance premiums | 77,302 | 239,412 |
| Travel expenses | 322,094 | 702,589 |
| Publicity and public relations | 13,325 | 55,699 |
| Communications | 22,787 | 12,060 |
| Hardware | 894 | 13,759 |
| Office supplies | 1,944 | 2,967 |
| Other services | 18,343 | 317,417 |
| 4,801,312 | 9,008,402 |
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.
The breakdown of "Finance income" is as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Third-party interest | 1,095,920 | 3,044,109 |
| 1,095,920 | 3,044,109 |
The breakdown of "Finance expenses" is as follows:
| (Euros) | 2018 | 2017 |
|---|---|---|
| Interest on payables to group companies (Note 19) | 24,087,319 | 23,739,199 |
| Loans and debts with financial institutions | 58,861,882 | 39,677,539 |
| 82,949,201 | 63,416,738 |
The Company recognized €21,423,374 of impairment losses on investments in group companies (2017: €11,531,700) (Note 8.1).
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, 2018 and 2017, are as follows:
| 2018 | foreign currency | Currency | euros |
|---|---|---|---|
| Assets | |||
| Cred. Largo Plazo Empresas del Grupo | 5,000,000 | USD | 15,600 |
| Current loans to group companies | 3,552,669,130 | HUF | 11,084,328 |
| 3,092,000 | USD | 2,699,965 | |
| Intragroup current accounts | 78,718,271 | GBP | 87,617,372 |
| 211,271,420 | HUF | 659,167 | |
| 872,674,884 | SEK | 85,827,575 | |
| 181,947,211 | USD | 158,878,124 | |
| Current interest receivable on loans to group companies | 3,049,374 | HUF | 9,514 |
| 447,971 | USD | 391,173 | |
| 256,465,753 | INR | 3,205,822 | |
| Cash | 430 | CNY | 55 |
| 18,242,072 | GBP | 20,304,338 | |
| 452,374,049 | HUF | 1,411,407 | |
| 14,046 | JPY | 112 | |
| 376,318 | PLN | 87,739 | |
| 73,109,124 | SEK | 7,190,282 | |
| 135,497,858 | USD | 118,318,085 | |
| Trade receivables | 9,685,921 | TRY | 1,597,790 |
| 245,823 | GBP | 273,613 | |
| 27,443,129 | HUF | 85,623 | |
| 8,481,854 | SEK | 834,190 | |
| 1,832,035 | USD | 1,599,751 | |
| Debt Securities | 2,750,000,000 | INR | 34,375,000 |
| Amount in | Amount in | ||
|---|---|---|---|
| 2018 | foreign currency | Currency | euros |
| Liabilities | |||
| Intragroup current accounts | 7,279 | CNY | 925 |
| 52,730,679 | GBP | 58,691,882 | |
| 346,132,431 | HUF | 1,079,933 | |
| 23,586 | INR | 295 | |
| 415,924 | PLN | 96,973 | |
| 2,467,676 | SEK | 242,696 | |
| 345,232,975 | USD | 301,460,886 | |
| Current interest payable to group companies | 137,782 | USD | 120,313 |
| 6,470 | GBP | 7,201 | |
| 412 | SEK | 41 | |
| Current loans to credit entities | 242,200,000 | USD | 211,491,462 |
| Current interest payable to credit entities | 182,293 | USD | 159,180 |
| Suppliers | 52 | GBP | 58 |
| 15,491 | USD | 13,527 | |
| 56 | PLN | 13 |
| Amount in | Amount in | ||
|---|---|---|---|
| 2017 | foreign currency | Currency | euros |
| Assets | |||
| Current loans to group companies | 3,338,516,636 8,092,000 |
HUF USD |
10,750,024 6,740,555 |
| Intragroup current accounts | 21,502,754 2,412,042,586 852,790,904 102,814,793 |
GBP HUF SEK USD |
24,212,316 7,766,777 86,720,307 85,643,694 |
| Current interest receivable on loans to group companies | 2,865,560 259,149,306 |
HUF INR |
9,227 3,387,081 |
| Cash Trade receivables |
430 104,406,204 504,452,113 60,389 376,318 56,440,515 385 33,351,129 3,373,529 249,667 72,548,709 7,537,986 922,952 |
CNY GBP HUF JPY PLN SEK TRY USD TRY GBP HUF SEK USD |
55 117,562,430 1,624,336 446 90,072 5,739,436 85 27,781,157 769,002 281,128 233,607 766,538 768,814 |
| Debt Securities | 2,750,000,000 | INR | 35,942,500 |
| 2017 | Amount in foreign currency |
Currency | Amount in euros |
|---|---|---|---|
| Liabilities | |||
| Intragroup current accounts | 7,279 73,458,737 346,132,431 23,586 415,924 2,467,676 158,756,359 |
CNY GBP HUF INR PLN SEK USD |
933 82,715,272 1,114,546 308 99,551 250,938 132,242,460 |
| 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 |
Exchange gains/(losses) generated in the year are as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Realized | 1,434,432 | 315,439 |
| Unrealized | 10,434,943 | 2,007,180 |
| 11,869,375 | 2,322,619 |
Source of exchange differences:
| (€) | 2018 | 2017 |
|---|---|---|
| Real Brasileño | - | 44 |
| Renmimbi Yuan chino | (7) | (10) |
| Libra esterlina | (655,137) | 138,886 |
| Forintos húngaros | 645,193 | 182,842 |
| Rupia india | 5,301,718 | 2,764,737 |
| Zloty | (246) | 488 |
| Yen japonés | (14) | 3 |
| Coronas suecas | 2,982,558 | 2,374,076 |
| Dólares americanos | 3,250,518 | (3,144,279) |
| Lira Turca | 344,792 | 5,832 |
| 11,869,375 | 2,322,619 |
Guarantees and deposits extended by the Company to credit institutions for loans, credits and deposits granted to group companies at December 31, 2018 and 2017, are as follows:
| 2018 | 2017 | |
|---|---|---|
| Gestamp Servicios, S.A. | 1,049 | 1,049 |
| Gestamp Vigo, S.A. | 77 | 17 |
| Loire Safe | 1,882 | 1,522 |
| Inmobiliaria Acek, S.L. | 181 | 181 |
| Adral Matricería y Puesta a Punto, S.L. | 66 | 66 |
| Gestamp Aveiro, Lda | 2,692 | 2,732 |
| Essa Palau, S.A. | 7,000 | 7,000 |
| Gestamp Metalbages, S.A. | 10,760 | 1,926 |
| Gestamp Linares, S.A. | 143 | 288 |
| Gestamp ESMAR, S.A. | 135 | 135 |
| Gestamp Cerveira, Lda | 392 | 652 |
| Gestamp Palencia, S.A. | 6 | 475 |
| Gestamp Bizkaia, S.A. | 1,049 | 222 |
| Gestamp Toledo, S.A. | 549 | 549 |
| Autotech Engineering, AIE | 404 | 404 |
| Gestamp Navarra, S.A. | 1 | 1 |
| Gestamp Wroclaw Sp.z.o.o. | 699 | 392 |
| Gestamp Chatanooga II, LLC | - | 21,736 |
| Gestamp Global de Matricería, S.L. | 90 | 90 |
| Gestamp Polska Sp.z.o.o. | 31,252 | - |
| Gestamp Autotech Engineering R&D USA | 976 | 931 |
| Edscha Brugos, S.A. | 274 | 274 |
| Gestamp South Carolina, LLC | 19,500 | 19,500 |
| Gestamp Technology Institute, S.L. | 363 | 363 |
| Gestamp Griwe Westerburg, GmbH. | 573 | 573 |
| Global Láser Araba, S.L. | 47 | 47 |
| Gestamp Global Tooling, S.L. | 29,883 | 15,558 |
| Gestamp Unformtechnick GMBH | 34,686 | 34,686 |
| Gestamp Severstal Kaluga, LLC | 9,516 | - |
| Gestamp North America, Inc | 2,183 | - |
| 156,427 | 111,367 |
Additionally, the Company has given its financial commitment to the following companies: Gestamp Vigo, S.A., Gestamp Metalbages, S.A., Gestamp Esmar, S.A., Gestamp Hungária, Kft., Edscha Santander, S.A., Gestamp Argentina, S.A., Gestamp Baires, S.A., Gestamp Córdoba, S.A., GestampTooling Services, AIE., Matricerías Deusto, S.L., Gestamp Autocomponents Chongging, kkt., Gestamp Hardtech, AB., Gestamp Tallent, Ltd., Gestamp Wroclaw, Sp.z.o. o., Gestamp Palau, S.A., GestampTogliatti, Llc and Gestamp Severstal Vsevolozhsk Llc.
Related parties with which the Company carried out transactions in 2018 and 2017, and the nature of the relationship, the item and transaction amounts, are as follows:
| 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 16.5) |
|
| Acek Desarrollo y Gestión Industrial, S.L. Adral Matricería y Puesta a Punto, S.L. |
Group parent Group Company |
- 97,070 |
- - |
- - |
- - |
- 15,000 |
1,607,055 - |
| Autotech Engineering R&D UK Limited | Group Company | 40,296 | - | - | - | - | 2455 |
| Autotech Engineering R&D USA Inc Autotech Engineering, GMBH |
Group Company Group Company |
- 15,661 |
32,958 - |
- - |
- - |
- - |
- - |
| Autotech Engineering, S.L. | Group Company | 767 | - | - | - | - | - |
| Gestamp Autotech Japan, LTD Gestamp Tooling Erandio, S.L. |
Group Company Group Company |
23,889 1,269 |
- - |
- - |
- - |
- - |
- - |
| Beyçelik Gestamp SASI Otomotive | Group Company | - | - | - | 388,466 | - | - |
| Diede Die Developments, S.L. Almussafes Mantenimiento de Troqueles, SLU |
Group Company Group Company |
96 - |
- - |
- - |
- - |
15,000 15,000 |
- - |
| Edscha Automotive Hengersberg, GMBH | Group Company | - | - | - | - | - | 27,426 |
| Edscha Burgos SL Edscha Hengersberg Real Estate, Gmb |
Group Company Group Company |
- - |
1,644 - |
- - |
- - |
- - |
- 6,273 |
| Edscha Holding España | Group Company | - | - | - | - | - | 379,475 |
| Edscha Holding GMBH Gestamp Palau; S.A. |
Group Company Group Company |
4,005,590 131,922 |
- 42,000 |
- - |
- 584,454 |
- 15,000 |
14 - |
| Gestamp Abrera, S.A. | Group Company | 830,400 | - | 450,305 | 396,852 | 15,000 | - |
| Gestamp Aragón, S.A. Gestamp Auto Components (Chongqing) Co. |
Group Company Group Company |
248,403 - |
- - |
136,309 - |
189,389 426,579 |
15,000 - |
- - |
| Gestamp Auto Components (Dongguan) Co. , Ltd Group Company | - | - | - | 379,870 | - | - | |
| Gestamp Auto Components KunshanCo., Ltd Gestamp AutoComponets (Shenyang) Co., Ltd |
Group Company Group Company |
- - |
- - |
- - |
791,913 427,278 |
- - |
- - |
| Gestamp Automotive Chennai Private Ltd | Group Company | - | 3,765,541 | - | (309,837) | - | - |
| Gestamp Aveiro, Lda | Group Company | - | 25,458 | - | 7,100 | - | - |
| Gestamp Bizkaia, S.A. Beyçelik Gestamp Otomotiv, A.S. |
Group Company Group Company |
2,651,207 - |
4,827 - |
- - |
1,298,077 1,192,505 |
15,000 - |
- - |
| Çelik Form Gestamp Otomotive, A.S. | Group Company | - | - | - | 63,835 | - | - |
| Gestamp Brasil Ind Aut SA Gestamp Cerveira, Lda |
Group Company Group Company |
- 1,290,427 |
- 7,563 |
- - |
1,301,272 46,274 |
- - |
- - |
| Gestamp Chattanooga II, LLC | Group Company | 97,121 | 298,110 | - | 135,205 | - | - |
| Gestamp Chattanooga, LLC Gestamp ESMAR, S.A. |
Group Company Group Company |
114,835 - |
- 1,188 |
- - |
444,809 266,916 |
- 15,000 |
85 - |
| Gestamp Finance Slovakia, S.r.o. | Group Company | 7,212,389 | - | - | - | - | 3972 |
| Gestión Global Matricería, S.L. | Group Company | 131,805 | - | - | - | - | - |
| Gestamp Funding Luxembourg, S.A. Gestamp Galvanizados, S.A. |
Group Company Group Company |
- - |
- - |
- - |
- (600) |
- 11,250 |
21,859,740 - |
| Gestamp Global Tooling SL | Group Company | - | - | - | - | - | 17,899 |
| Gestamp Griwe Haynrode GmbH Gestamp Griwe Westerburg GmbH |
Group Company Group Company |
- 3,026,627 |
- 5,730 |
- - |
510,993 433,005 |
- - |
- - |
| Gestamp West Virginia LLC | Group Company | 121,724 | - | - | - | - | - |
| Gestamp Hard Tech AB Gestamp Holding Mexico, S.L. |
Group Company Group Company |
1,075,986 33,335 |
- - |
- - |
200,470 - |
- - |
7,742 71 |
| Gestamp Holding Argentina, S.L. | Group Company | 3,658 | - | - | - | - | - |
| Gestamp McCalla, LLC Gestamp Holding China AB |
Group Company Group Company |
166,188 1,914 |
- - |
- - |
1,006,109 - |
- - |
- 1 |
| Gestamp Hotstamping Japan, KK | Group Company | 90,072 | - | - | - | - | - |
| Gestamp Ronchamp, SAS | Group Company | 155,739 | - | - | 310,191 | - | - |
| Gestamp Hungaria, Kft Gestamp Ingeniería Europa Sur, S.L. |
Group Company Group Company |
1,298,701 - |
- - |
- - |
392,522 - |
- 15,000 |
- - |
| Gestamp Kartek Corporation, Ltd | Group Company | - | - | - | 636,987 | - | - |
| Gestamp Levante, S.A. Gestamp Linares, S.A. |
Group Company Group Company |
461,851 171,936 |
- 1,718 |
6,979,545 - |
(4,257) 33,969 |
15,000 15,000 |
- - |
| Gestamp Manufacturing Autochasis, S.L. | Group Company | - | - | 370,500 | 304,065 | 15,000 | - |
| Gestamp Mason LLC Gestamp Metal Forming (Wuhan) LTD |
Group Company Group Company |
127,200 - |
- - |
- - |
1,043,530 106,207 |
- - |
- - |
| Gestamp Metalbages, S.A. | Group Company | 4,083,740 | 76,767 | 94,507,610 | 460,642 | 15,000 | - |
| Gestamp Navarra SA Gestamp Nitra S.R.O. |
Group Company Group Company |
662,343 279,833 |
- - |
18,533,414 - |
965,087 - |
15,000 - |
- - |
| Gestamp Puebla II, SA de CV | Group Company | 267,432 | - | - | - | - | - |
| Gestamp Puebla , SA de CV Gestamp North América, Inc |
Group Company Group Company |
300,623 - |
- 55,214 |
- - |
- - |
- - |
- 120,418 |
| Gestamp North Europe SL | Group Company | 965,631 | - | - | - | 158,617 | - |
| Gestamp Noury, SAS | Group Company | 510,447 | - | - | 343,325 | - | - |
| Gestamp Palencia, S.A. Gestamp Polska, Sp.z.o.o. |
Group Company Group Company |
1,775,949 - |
196 157,462 |
20,999,868 - |
653,585 72,942 |
18,750 - |
3,380 - |
| Gestamp Pitesti | Group Company | 60,724 | - | - | - | - | - |
| Gestamp Pune Automotive Private, Ltd Gestamp Tooling Services, AIE |
Group Company Group Company |
- - |
- - |
- - |
206,211 - |
- - |
- 3,811 |
| Gestamp Servicios, S.A. | Group Company | 10,035,588 | 5,246 | 14,999,985 | 7,424,229 | 476,769 | 16 |
| Gestamp Severstal Kaluga, LLC Gestamp Severstal Vsevolozhsk LLC. |
Group Company Group Company |
- 1,748,895 |
47,581 - |
- - |
- - |
- - |
- - |
| Gestamp Solblank Barcelona, S.A. | Group Company | 1,133,511 | - | - | (13,383) | 15,000 | - |
| Gestamp Solblank Navarra, S.L. Gestamp South Carolina, LLC |
Group Company Group Company |
- 50,434 |
- 195,000 |
- - |
- 935,595 |
15,000 - |
- - |
| Gestamp Sweden, AB | Group Company | 2,497,996 | - | - | - | - | 2,186 |
| Gestamp Tallent Ltd Gestamp Louny, S.r.o. |
Group Company Group Company |
4,982,179 200,734 |
- - |
- - |
2,264,512 585,595 |
- - |
7,202 - |
| Gestamp Technology Institute, S.L. | Group Company | 2,270 | 2,178 | - | - | - | - |
| Gestamp Toluca, SA de CV | Group Company | 113,246 | - | - | - | - | - |
| Gestamp Toledo, S.A. Gestamp Try Out Services, S.L. |
Group Company Group Company |
50,063 51,495 |
5,202 - |
- - |
205,495 - |
15,000 - |
- - |
| Gestamp Umformtechnick GMBH | Group Company | - | 100,938 | - | 2,435,975 | - | 16,591 |
| Gestamp Vendas Novas Unip. Lda Gestamp Vigo, S.A. |
Group Company Group Company |
- 101,383 |
- 444 |
- - |
280,975 218,934 |
- 1,762,785 |
1,124 - |
| Gestamp Washington UK Limited. | Group Company | 231,997 | - | - | 262,080 | - | 16,123 |
| Gestamp West Virginia. LLC Gestamp Wroclaw Sp. Z.o.o. |
Group Company Group Company |
- 1,154,406 |
- 7,624 |
- - |
665,923 69,314 |
- - |
- - |
| Global Láser Araba, S.L. | Group Company | - | 280 | - | - | - | - |
| GMF Holding GMBH Gestamp Aguascalientes, SA de CV |
Group Company Group Company |
3,313,196 18,410 |
- - |
- - |
- - |
- - |
- - |
| Ingeniería Global Metalbages, S.A. | Group Company | - | - | - | - | 15,000 | - |
| Inmobiliaria Acek SL | Group Company | - | 2,312 | - | - | - | - |
| Finance income (Note 16.1.a) | Revenue from use Lease and other of trademark 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 16.5) |
|
| Loire SA Franco Española | Group Company | 219,408 | 9,981 | - | - | 15,000 | 4,260 |
| Gestamp Morocco Matricerías Deusto, S.L. |
Group Company Group Company |
457 859 |
- - |
- - |
- - |
- 15,000 |
- - |
| Todlem, S.L. Gestamp Washtenaw, LLC |
Group Company Group Company |
2 - |
- - |
- - |
- 8,931 |
- - |
- - |
| Mursolar 21, S.L. | Group Company | 142,286 | - | - | - | - | - |
| Prisma SAS Sofedit SAS |
Group Company Group Company |
368,485 3,063 |
- - |
- - |
145,883 1,262,651 |
- - |
- - |
| Total | 58,955,163 | 4,853,162 | 156,977,536 | 32,458,649 | 2,728,171 | 24,087,319 |
| 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 16.5) |
||
| Acek Desarrollo y Gestión Industrial, S.L. | Group parent | 2,184 | - | - | - | - | 1,676,883 | |
| Adral Matricería y Puesta a Punto, S.L. | Group Company | 4,751 | - | - | - | 11,572 | - | |
| Almatros S.I.U | Group Company | - | - | - | - | 15,000 | - | |
| Autotech Engineering R&D UK Limited Autotech Engineering R&D USA Inc |
Group Company Group Company |
26,353 - |
- 35,032 |
- - |
- - |
- - |
- - |
|
| Beyçelik Gestamp A.S. | Group Company | - | - | - | 1,206,108 | - | - | |
| Beyçelik Gestamp SASI Otomotive Diede Die Developments, S.L. |
Group Company Group Company |
- 4,733 |
- - |
- - |
225,156 - |
- 11,572 |
- - |
|
| Edscha Automotive Hauzenberg, GMBH | Group Company | - | - | - | - | - | 282,871 | |
| Edscha Automotive Hengersberg, GMBH | Group Company | - | - | - | - | - | 106,906 | |
| Edscha Burgos SL Edscha Hengersberg Real Estate, Gmb |
Group Company Group Company |
- - |
411 - |
- - |
- - |
- - |
(104,918) 59,523 |
|
| Edscha Hauzenberg Real Estate, Gmb | Group Company | - | - | - | - | - | 12,594 | |
| Edscha Holding España | Group Company | - | - | - | - | - | 62,617 | |
| Edscha Holding GMBH Edscha Santander SA |
Group Company Group Company |
5,338,136 - |
(861) 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. Gestamp Auto Components (Chongqing) Co. |
Group Company Group Company |
653,333 - |
- - |
350,700 - |
182,677 368,502 |
11,572 - |
- - |
|
| Gestamp Auto Components (Dongguan) Co. , Ltd Group Company | - | - | - | 422,136 | - | - | ||
| Gestamp Auto Components KunshanCo., Ltd | Group Company | - | - | - | 805,933 | - | - | |
| Gestamp AutoComponets (Shenyang) Co., Ltd Gestamp Automotive Chennai Private Ltd |
Group Company Group Company |
- - |
- 4,823,614 |
- - |
536,317 205,574 |
- - |
- - |
|
| Gestamp Aveiro, Lda | Group Company | - | 27,901 | - | 34,961 | - | - | |
| Gestamp Bizkaia, S.A. Gestamp Brasil Ind Aut SA |
Group Company Group Company |
1,044,584 - |
3,927 - |
- - |
981,645 1,013,564 |
11,572 - |
- - |
|
| Gestamp Cerveira, Lda | Group Company | 1,294,935 | 12,874 | - | 57,211 | - | - | |
| Gestamp Chattanooga II, LLC | Group Company | - | 83,478 | - | 174,287 | - | - | |
| Gestamp Chattanooga, LLC Gestamp Córdoba, S.A. |
Group Company Group Company |
- 23,458 |
- - |
- - |
572,923 - |
- - |
- - |
|
| Gestamp ESMAR, S.A. | Group Company | - | 1,187 | - | 219,135 | 11,572 | - | |
| Gestamp Finance Slovakia, S.r.o. | Group Company | 13,784,344 | - | - | - | - | - | |
| Gestamp Funding Luxembourg, S.A. Gestamp Galvanizados, S.A. |
Group Company Group Company |
- 3,615 |
- - |
- 40,080 |
- - |
- 11,572 |
21,642,723 - |
|
| Gestamp Global Tooling SL | Group Company | - | 683 | - | - | - | - | |
| Gestamp Griwe Haynrode GmbH | Group Company | (80,204) | - | - | 517,030 | - | - | |
| Gestamp Griwe Westerburg GmbH Gestamp Hard Tech AB |
Group Company Group Company |
2,218,228 1,187,199 |
1,432 - |
- - |
404,933 184,224 |
- - |
- - |
|
| Gestamp Holding Argentina, S.L. | Group Company | 3,564 | - | - | - | 43,875 | - | |
| Gestamp Holding China AB | Group Company | 1,652 | - | - | - | - | - | |
| Gestamp Holding México, S.L. Gestamp Hotstamping Japan, KK |
Group Company Group Company |
33,335 3,056 |
- - |
- - |
- - |
43,875 - |
- - |
|
| Gestamp Hungaria, Kft | Group Company | 1,479,562 | - | - | 307,522 | - | - | |
| Gestamp Ingeniería Europa Sur, S.L. | Group Company | - | - | - | - | 11,573 | - | |
| Gestamp Kartek Corporation, Ltd Gestamp Levante, S.A. |
Group Company Group Company |
- 710,129 |
- - |
- - |
701,970 - |
- 11,573 |
- - |
|
| Gestamp Linares, S.A. | Group Company | 85,340 | 2,299 | - | 43,293 | 11,573 | - | |
| Gestamp Louny, S.r.o. | Group Company | 28,742 | - | - | 353,427 | - | - | |
| Gestamp Manufacturing Autochasis, S.L. Gestamp Mason LLC |
Group Company Group Company |
31,532 - |
- - |
300,600 - |
301,017 441,142 |
11,573 - |
- - |
|
| Gestamp Mc Calla, LLC | Group Company | - | - | - | 1,381,713 | - | - | |
| Gestamp Metal Forming (Wuhan) LTD Gestamp Metalbages, S.A. |
Group Company Group Company |
- 4,550,375 |
- | - 17,068 109,998,900 |
326,427 432,235 |
- 11,573 |
- - |
|
| Gestamp Navarra SA | Group Company | 727,455 | - | 14,987,700 | 604,482 | 11,573 | - | |
| Gestamp Nitra S.R.O. | Group Company | 95,151 | - | - | - | - | - | |
| Gestamp North América,Inc Gestamp North Europe SL |
Group Company Group Company |
2,261 1,427,473 |
- - |
- - |
- - |
- 87,076 |
- - |
|
| Gestamp Noury, SAS | Group Company | 612,393 | - | - | 306,362 | - | - | |
| Gestamp Palencia, S.A. | Group Company | 2,834,963 | 1,870 | 27,999,824 | 763,734 | 11,573 | - | |
| Gestamp Polska, Sp.z.o.o. Gestamp Pitesti |
Group Company Group Company |
- 17,815 |
##### - |
- - |
124,790 - |
- - |
- - |
|
| Gestamp Pune Automotive Private, Ltd | Group Company | - | - | - | - | 12,070 | - | |
| Gestamp Ronchamp, SAS | Group Company | 124,302 | - | - | 175,426 | - | - | |
| Gestamp Servicios, S.A. Gestamp Severstal Kaluga, LLC. |
Group Company Group Company |
5,854,291 1,420,963 |
5,246 - |
15,999,984 - |
6,416,316 - |
70,504 - |
- - |
|
| Gestamp Severstal Vsevolozhsk LLC. | Group Company | 1,856,634 | - | - | - | - | - | |
| Gestamp Solblank Barcelona, S.A. | Group Company | 166,890 | 2,032 | - | 87,203 | 11,573 | - | |
| Gestamp Solblank Navarra, S.L. Gestamp South Carolina, LLC |
Group Company Group Company |
- - |
- 97,500 |
- - |
2,268 1,234,292 |
11,573 - |
- - |
|
| Gestamp Sweden, AB | Group Company | 2,946,803 | - | - | - | - | - | |
| Gestamp Tallent Ltd | Group Company | 3,947,673 | - | - | 2,661,202 | - | - | |
| Gestamp Technology Institute, S.L. Gestamp Toledo, S.A. |
Group Company Group Company |
- 1,701,186 |
2,178 5,459 |
- - |
- 114,678 |
- 11,573 |
- - |
|
| Gestamp Try Out Services, S.L. | Group Company | 6,076 | - | - | - | - | - | |
| Gestamp Umformtechnick GMBH | Group Company | - | 67,999 | - | 2,155,354 | - | - | |
| Gestamp Vendas Novas Unip. Lda Gestamp Vigo, S.A. |
Group Company Group Company |
9,731 1,026,996 |
- 144 |
- - |
93,419 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. Gestión Global Matricería, S.L. |
Group Company Group Company |
1,824,999 3,972 |
6,857 - |
- - |
67,389 - |
- - |
- - |
|
| Global Láser Araba, S.L. | Group Company | - | 140 | - | - | - | - |
| 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 16.5) |
|
| GMF Holding GMBH | Group Company | 6,673,131 | - | - | - | - | - |
| Ingeniería Global Metalbages, S.A. | Group Company | - | - | - | - | 11,573 | - |
| Inmobiliaria Acek SL | Group Company | - | 2,312 | - | - | - | - |
| Loire SA Franco Española | Group Company | 26,122 | 18,387 | 5,999,904 | - | 11,573 | - |
| Matricerías Deusto, S.L. | Group Company | 214,213 | - | - | - | 11,573 | - |
| Metalbages P51, S.L. | Group Company | 8,613 | - | - | - | - | - |
| Mursolar 21, S.L. | Group Company | 345,778 | - | - | - | - | - |
| Prisma SAS | Group Company | 377,462 | - | - | 93,720 | - | - |
| Sofedit SAS | Group Company | 2,066 | - | - | 1,678,801 | - | - |
| Total | 67,794,875 | 5,759,529 | 176,386,607 | 30,307,912 | 2,231,969 | 23,739,199 |
The breakdown of balances with related parties at December 31, 2018 and 2017 is as follows:
| Loans | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Intragroup current account | Interest and other |
|||||||||
| Nature of the relationship | Payables (Note 9) |
Receivables (Note 19.3) (b) |
Debt Securities | Non-current payables (Note 9) |
Current payables (Note 9) (a) |
Current receivables (b) |
Non-current receivables (nota 19.3) |
Debtors (nota 19.2) (a) |
Creditors (b) |
|
| Acek Desarrollo y Gestión Industrial, S.L. | Group parent | - | - | - | - | - | 1,110,014 | 23,145,978 | - | 1,192,488 |
| Adral Matricería y Puesta a Punto, S.L. | Group Company | 6,305,181 | - | - | - | - | - | - | 97,070 | - |
| Anhui Edscha Auto Parts Co., L | Group Company | - | - | - | - | - | - | - | 680,908 | - |
| Autotech Engineering Deutschland GMBH | Group Company | 2,567,000 | - | - | - | - | - | - | 15,661 | - |
| Autotech Engineering R&D UK Limited | Group Company | 8,082,321 | 15,067,374 | - | - | - | - | - | 40,297 | 2,455 |
| Autotech Engineering R&D USA | Group Company | - | - | - | - | - | - | - | 2,519 | - |
| Autotech Engineering AIE | Group Company | 1,787,262 | - | - | - | - | - | - | 622 | - |
| Diede Die Developments, S.L. | Group Company | - | 569,967 | - | - | - | - | - | 96 | - |
| Edscha Automotive Hengersberg GMBH | Group Company | - | - | - | - | - | - | - | - | 27,426 |
| Edscha Burgos, S.A. Edscha Hengersberg Real Estate |
Group Company Group Company |
- - |
3,501,674 - |
- - |
- - |
- - |
- - |
- - |
- - |
- 6,273 |
| Edscha Holding España | Group Company | - | - | - | - | - | 2,966,000 | 4,452,579 | - | 1,093,922 |
| Edscha Holding GMBH | Group Company | 175,213,076 | 82,382 | - | 157,854,248 | 8,000,000 | - | - | 3,840,068 | 14 |
| Edscha Santander, S.A. | Group Company | - | 9,175,103 | - | - | - | - | - | - | - |
| Gestamp Abrera, S.A. | Group Company | - | - | - | - | - | - | - | 830,400 | - |
| Gestamp Aragón SA | Group Company | - | - | - | 14,000,000 | - | - | - | 250,736 | - |
| Gestamp Autocomponents Kunshan Co. LTD | Group Company | - | - | - | - | - | - | - | 275,556 | - |
| Gestamp Auto Tech Japan Co., Ltd. | Group Company | - | - | - | - | 2,500,000 | - | - | 23,889 | - |
| Gestamp Aveiro, Lda | Group Company | - | - | - | - | - | - | - | 4,856 | - |
| Gestamp Baires, S.A. | Group Company | - | - | - | - | - | - | - | 133,426 | - |
| Bero Toools, S.L. | Group Company | - | 2,048,255 | - | - | - | - | - | 1,269 | - |
| Gestamp Bizkaia, S.A. | Group Company | 246,623,016 | 70,091,772 | - | - | - | - | - | 2,652,706 | 636 |
| Gestamp Cerveira, Lda. | Group Company | - | - | - | 38,734,596 | 1,803,036 | - | - | 5,381,556 | - |
| Gestamp Chattanooga LLC | Group Company | - | 2,037,896 | - | - | - | - | - | 80,041 | 76 |
| Gestamp Chattanooga II, LLC | Group Company | - | 3,428,722 | - | - | - | - | - | (23,085) | - |
| Gestamp Córdoba, S.A. | Group Company | - | - | - | - | - | - | - | 582,464 | - |
| Gestamp Finance Slovakia, S.r.o. | Group Company | 527,945,206 | 23,768,514 | - | 66,000,000 | - | - | - | 7,212,390 | 3,972 |
| Gestamp Funding Luxembourg, S.A. | Group Company | - | 1,276,465 | - | - | - | (3,513,935) | 486,662,848 | - | 2,363,399 |
| Gestamp Global Tooling, S.L. | Group Company | - | 116,267,502 | - | - | - | - | - | - | 17,899 |
| Gestión Global Matricería, S.L. | Group Company | - | - | - | - | 13,000,000 | - | - | 109,980 | - |
| Gestión Global Láser Araba, S.L. | Group Company | - | - | - | - | - | - | - | 70 | - |
| Gestamp Griwe Haynrode GmbH | Group Company | 64,511,677 | 309 | - | 105,975,405 | 3,585,000 | - | - | 164,501 | - |
| Gestamp Griwe Westerburg GmbH | Group Company | 9,542,196 | - | - | - | - | - | - | 2,812,868 | - |
| Gestamp West Virginia, LLC | Group Company | 16,512,818 | - | - | - | - | - | - | 11,093 | - |
| Gestamp Hard Tech AB | Group Company | 85,262,680 | 50,341,186 | - | 4,366,050 | 2,699,965 | - | - | 1,075,986 | 7,742 |
| Gestamp Holding Argentina, S.L. | Group Company | 365,822 | - | - | - | - | - | - | 4,625 | - |
| Gestamp Holding China, AB | Group Company | 207,376 | 6,307 | - | - | - | - | - | 1,915 | 1 |
| Gestamp Holding México, S.L. | Group Company | 3,333,476 | 419,053 | - | - | - | - | - | 27,001 | 56 |
| Gestamp Holding Rusia, S.L. | Group Company | 4 | - | - | - | - | - | - | - | - |
| Gestamp Hungaria, Kft | Group Company | 7,297,545 | - | - | - | 20,332,456 | - | - | 639,985 | - |
| Gestamp Levante, S.A. | Group Company | - | - | - | 10,678,631 | - | - | - | 461,851 | - |
| Gestamp Linares, S.A. | Group Company | - | 3,954,870 | - | 8,374,626 | - | - | - | 161,648 | - |
| Gestamp Louny, S.r.o. | Group Company | 33,958,364 | 8,129,026 | - | - | - | - | - | 200,734 | - |
| Gestamp Mason LLC | Group Company | - | 7,478,451 | - | - | - | - | - | 77,281 | - |
| Gestamp McCalla, LLC | Group Company | - | 5,874,830 | - | - | - | - | - | 85,796 | - |
| Gestamp Metalbages, S.A. Gestamp Navarra, S.A. |
Group Company Group Company |
149,460,481 - |
36,078,395 - |
- - |
57,000,000 17,203,720 |
- - |
- - |
- - |
3,968,348 662,343 |
- - |
| Gestamp Nitra, SRO | Group Company | 56,370,620 | 10,078,201 | - | - | - | - | - | 279,834 | - |
| Gestamp Puebla, SA de CV | Group Company | 1,023,333 | - | - | - | - | - | - | 129,517 | - |
| Gestamp Puebla II, SA de CV | Group Company | - | 2,793,665 | - | - | - | - | - | 114,014 | - |
| Gestamp North America, Inc | Group Company | - | 110,138,268 | - | - | - | - | - | 8,301 | 108,400 |
| Gestamp North Europe SL | Group Company | 14,442,066 | - | - | - | - | - | - | 965,631 | - |
| Gestamp Noury, SAS | Group Company | 4,507,711 | 213,745 | - | 25,209,453 | - | - | - | 510,447 | - |
| Gestamp Palau, S.A. | Group Company | - | - | - | 11,031,778 | - | - | - | 131,922 | - |
| Gestamp Palencia, S.A. | Group Company | 55,560,781 | 20,928,631 | - | 62,691,241 | 28,698,078 | - | - | 1,515,259 | 2,738 |
Notes to the financial statements for the year ended December 31, 2018
| Interest and | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Intragroup current account | Loans | |||||||||
| Nature of the relationship | Payables (Note 9) |
Receivables (Note 19.3) (b) |
Debt Securities | Non-current payables (Note 9) |
Current payables (Note 9) (a) |
Current receivables (b) |
Non-current receivables (nota 19.3) |
other Debtors (nota 19.2) (a) |
Creditors (b) |
|
| Gestamp Pitesti | Group Company | - | - | - | - | 11,370,000 | - | - | 78,539 | - |
| Gestamp Polska Sp.z.o.o. | Group Company | - | - | - | - | - | 105,929,413 | - | 78,130 | - |
| Gestamp Ronchamp, SAS | Group Company | 10,347,505 | 1,241,385 | - | - | - | - | - | 155,739 | - |
| Gestamp Servicios, S.A. | Group Company | 138,077,065 | 99,968,806 | - | 179,465,038 | - | - | - | 28,365,427 | 4,260 |
| Gestamp Severstal Vsevolozhsk LLC. | Group Company | - | - | - | - | 13,777,456 | - | - | 1,327,244 | - |
| Gestamp-Severstal-Kaluga, LLC | Group Company | - | - | - | - | - | - | - | 47,581 | - |
| Gestamp Solblank Barcelona, S.A. | Group Company | - | - | - | 14,125,492 | - | - | - | 240,864 | - |
| Gestamp South Carolina, LLC | Group Company | - | 6,879,977 | - | - | - | - | - | 196,670 | - |
| Gestamp Sweden, AB Gestamp Sungwoo Hitech (CHENNAI) |
Group Company Group Company |
139,087 - |
13,077,631 - |
- - |
51,140,179 - |
- - |
- - |
- - |
6,433,977 780,425 |
2,185 - |
| Gestamp Tallent, Ltd | Group Company | - | 58,347,932 | - | 190,389,186 | 17,395,962 | - | - | 6,388,256 | 7,202 |
| Gestamp Tech SL Gestamp Technology Institute, S.L |
Group Company Group Company |
- 283,555 |
2,224 | - - |
- - |
- - |
- - |
- - |
- 2,815 |
10 - |
| Gestamp Toledo, S.A. | Group Company | 11,180,585 | 1,961,766 | - | - | - | - | - | 41,845 | - |
| Gestamp Toluca, S.A. de C.V. | Group Company | - | 6,327,915 | - | - | - | - | - | 77,535 | - |
| Gestamp Tool Hardening SL | Group Company | 1,087,241 | - | - | - | - | - | - | - | - |
| Gestamp Tooling Services, AIE | Group Company | - | 23,126,823 | - | - | - | - | - | - | 3,811 |
| Gestamp Try Out Services, S.L. | Group Company | 7,379,159 | - | - | - | - | - | - | 51,495 | - |
| Gestamp Umformtechnick GMBH | Group Company | - | 121,696,770 | - | - | - | - | - | 12,340 | 16,592 |
| Todlem, S.L. | Group Company | 705 | - | - | - | - | - | - | 1 | - |
| Gestamp Vigo, S.A. | Group Company | - | 12,276,408 | - | 4,783,381 | - | - | - | 82,217 | - |
| Gestamp Washington Uk Limited | Group Company | 79,330,683 | 97,801,783 | - | - | - | - | - | 231,998 | 16,123 |
| Gestamp Wroclaw SP. Z.O.O | Group Company | 11,012,900 | - | - | 55,100,000 | 4,500,000 | - | - | 3,996,749 | - |
| Getamp Vendas Novas, Lda | Group Company | - | 10,526,629 | - | - | - | - | - | - | 1,124 |
| GMF Holding GMBH | Group Company | 138,717,558 | - | - | 124,055,708 | - | - | - | (529,466) | - |
| Gestamp Aguas Calientes, SA de CV | Group Company | 1,002,830 | - | - | - | - | - | - | 17,420 | - |
| Inmobiliaria Acek, S.L. | Group Company | - | - | - | - | - | - | 293,470 | - | - |
| Loire SA Franco Española | Group Company | 41,530,667 | 26,604,561 | - | 132,689 | - | - | - | 215,818 | 4,260 |
| Matricerías Deusto, S.L. | Group Company | - | 4,149,741 | - | - | - | - | - | 859 | - |
| Mursolar 21, S.L. | Group Company | - | 6,046,203 | - | - | - | - | - | 29,820 | - |
| Prisma SAS | Group Company | 34,919,160 | 5,661,510 | - | - | - | - | - | 368,485 | - |
| Sofedit SAS | Group Company | - | 32,524,922 | - | - | - | - | - | 3,063 | - |
| Gestamp Automotive Chennai Private, Ltd | Group Company | - | - | 34,375,000 | - | - | - | - | 3,205,822 | - |
| Tuyauto Gestamp Morocco | Group Company Total |
- 1,945,888,712 |
- 1,031,973,549 |
- 34,375,000 |
- 1,198,311,421 |
914,240 128,576,193 |
- 106,491,492 |
- 514,554,875 |
570,150 88,676,213 |
- 4,883,064 |
(a) Short-term investments in group companies and associates. Loans to associated companies
(b) Current Liabilities - Payable to Group companies and Associates
Notes to the financial statements for the year ended December 31, 2018
| Loans | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Intragroup current account | ||||||||||
| Nature of the relationship | Payables (Note 9) |
Receivables (Note 19.3) (b) |
Debt Securities | Non-current payables (Note 9) |
Current payables (Note 9) (a) |
Current receivables (b) |
Non-current receivables (nota 19.3) |
other Debtors (nota 19.2) (a) |
Creditors (b) |
|
| Acek Desarrollo y Gestión Industrial, S.L. Adral Matricería y Puesta a Punto, S.L. |
Group parent Group Company |
- 9.282.268 |
- - |
- - |
- - |
- - |
2.285.428 - |
24.255.994 - |
1.769 4.751 |
2.099 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, S.L. | Group Company | 84.011 | - | - | - | - | - | - | 4.733 | - |
| Edscha Automotive Hengersberg GMBH | Group Company | - | - | - | - | - | - | - | - | 53.453 |
| Edscha Automotive Hauzenberg GMBH | Group Company | - | - | - | - | - | - | - | - | 38.756 |
| Edscha Hengersberg Real Estate | Group Company | - | - | - | - | - | - | - | - | 6.273 |
| Edscha Hauzenberg Real Estate Edscha Holding España |
Group Company Group Company |
- - |
- - |
- - |
- - |
- 83.000.000 |
- 971.046 |
- 7.418.579 |
- - |
6.297 - |
| Edscha Holding GMBH | Group Company | 23.423.782 | 78.825 | - | 80.254.248 | - | - | - | 5.437.626 | - |
| Gestamp Abrera, S.A. | 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, Lda | Group Company | - | - | - | - | - | - | - | 6.899 | - |
| Gestamp Baires, S.A. | Group Company | - | - | - | - | - | - | - | 133.426 | - |
| Gestamp Bizkaia, S.A. | Group Company | 200.348.613 | 79.351.603 | - | - | - | - | - | 1.045.266 | 2.377 |
| Beto Toools, S.L. Gestamp Cerveira, Lda |
Group Company Group Company |
- - |
337.926 - |
- - |
- 40.537.632 |
- - |
- - |
- - |
- 4.128.970 |
- - |
| Gestamp Chattanooga LLC | Group Company | - | 506.718 | - | - | - | - | - | - | - |
| Gestamp Chattanooga II, LLC | Group Company | - | - | - | - | - | - | - | 83.478 | - |
| Gestamp Córdoba, S.A. | Group Company | - | - | - | - | 1.156.852 | - | - | 582.464 | - |
| Gestamp Finance Slovakia, S.r.o. | Group Company | 397.717.713 | - | - | 66.000.000 | 115.000.000 | - | - | 13.196.092 | - |
| Gestamp Funding Luxembourg, S.A. | Group Company | - | 1.226.464 | - | - | - | (1.001.840) | 483.148.913 | - | - |
| Gestamp Global Tooling, S.L. | Group Company | - | 139.843.152 | - | - | - | - | - | - | - |
| Gestión Global Matricería, S.L. | 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 Gestamp Holding Argentina, S.L. |
Group Company Group Company |
86.297.080 356.371 |
52.895.274 - |
- - |
13.777.456 - |
6.740.555 - |
- - |
- - |
1.187.199 2.887 |
- - |
| Gestamp Holding China, AB | Group Company | 170.451 | 6.016 | - | - | - | - | - | 1.652 | - |
| Gestamp Holding México, S.L. | Group Company | 3.333.476 | 416.412 | - | - | - | - | - | 27.001 | - |
| Gestamp Hotstamping Japan | Group Company | - | - | - | - | 2.000.000 | - | - | 28.200 | - |
| Gestamp Hungaria, Kft | Group Company | 44.534.969 | - | - | - | 19.998.151 | - | - | 839.781 | - |
| Gestamp Levante, S.A. | Group Company | - | - | - | 10.678.631 | - | - | - | 675.423 | - |
| Gestamp Linares, S.A. | Group Company | 174 | 570.193 | - | 8.374.626 | - | - | - | 304.652 | - |
| Gestamp Louny, S.r.o. | Group Company | 8.383.593 | - | - | - | - | - | - | 28.742 | - |
| Gestamp Metalbages, S.A. | Group Company | 64.186.717 | 48.143.532 | - | 57.000.000 | 28.692.843 | - | - | 4.220.335 | - |
| Gestamp Navarra, S.A. Gestamp Nitra, SRO |
Group Company Group Company |
- - |
- 25.334 |
- - |
17.203.720 - |
- - |
- - |
- - |
671.542 95.151 |
- - |
| Gestamp North America, Inc | Group Company | - | 3.131.233 | - | - | - | 161 | - | 2.035 | - |
| Gestamp North Europe SL | Group Company | 154.843.965 | - | - | - | - | - | - | 1.427.473 | - |
| Gestamp Noury, SAS | Group Company | 4.513.777 | - | - | 25.209.453 | - | - | - | 612.393 | - |
| Gestamp Palau, S.A. | Group Company | - | - | - | - | - | - | - | (27.787) | - |
| Gestamp Palencia, S.A. | Group Company | - | 21.140.348 | - | 91.389.318 | - | - | - | 2.923.456 | - |
| Gestamp Pitesti | Group Company | - | - | - | - | 3.370.000 | - | - | 17.815 | - |
| Gestamp Polska, Sp.z.o.o. | Group Company | - | - | - | - | - | 91.565.401 | - | (65.745) | - |
| Gestamp Ronchamp, SAS Gestamp Servicios, S.A. |
Group Company Group Company |
12.585.436 81.813.645 |
- 55.795.948 |
- - |
- 179.465.038 |
- - |
- - |
- - |
124.302 20.197.614 |
- 1.840 |
| Gestamp Severstal Vsevolozhsk LLC. | Group Company | - | - | - | - | - | - | - | 1.327.244 | - |
| Gestamp Solblank Barcelona, S.A. | Group Company | - | - | - | 14.125.493 | - | - | - | 105.870 | - |
| Gestamp South Carolina, LLC | Group Company | - | - | - | - | - | - | - | 48.750 | - |
| Gestamp Sweden, AB | Group Company | 48.725.018 | 12.494.696 | - | 22.235.925 | 28.904.254 | - | - | 6.015.654 | - |
| Gestamp Sungwoo Hitech (CHENNAI) | Group Company | - | - | - | - | - | - | - | 635.272 | - |
| Gestamp Tallent, Ltd | Group Company | 45.868.743 | 82.367.312 | - | 190.389.187 | 17.395.962 | - | - | 6.060.008 | - |
| Gestamp Tech SL | Group Company | - | 2.224 | - | - | - | 10 | - | - | - |
| Gestamp Technology Institute, S.L | Group Company | - | 398.170 | - | - | - | - | - | 545 | - |
| Gestamp Toledo, S.A. | Group Company | - | 1.539.864 | - | - | - | - | - | 1.583.580 | - |
| Gestamp Tool Hardening SL | Group Company | 1.049.131 | - | - | - | - | - | - | - | - |
Notes to the financial statements for the year ended December 31, 2018
| Loans | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Intragroup current account | Interest and other |
|||||||||
| Nature of the relationship | Payables (Note 9) |
Receivables (Note 19.3) (b) |
Debt Securities | Non-current payables (Note 9) |
Current payables (Note 9) (a) |
Current receivables (b) |
Non-current receivables (nota 19.3) |
Debtors (nota 19.2) (a) |
Creditors (b) |
|
| Gestamp Tooling Services, AIE | Group Company | - | 22.395.148 | - | - | - | - | - | - | - |
| Gestamp Try Out Services, S.L. | Group Company | 3.321.526 | - | - | - | - | - | - | 6.076 | - |
| Gestamp Umformtechnick GMBH | Group Company | - | 133.319.425 | - | - | - | - | - | 12.340 | - |
| Gestamp Vigo, S.A. | Group Company | - | - | - | 4.783.381 | - | - | - | 943.603 | - |
| Gestamp Washington Uk Limited | Group Company | 21.372.730 | 78.901.227 | - | - | - | - | - | 213.727 | - |
| Gestamp Wroclaw SP. Z.O.O | Group Company | 13.612.900 | - | - | 51.000.000 | 4.500.000 | - | - | 2.928.991 | - |
| Getamp Vendas Novas, Lda | Group Company | - | 6.340.422 | - | - | - | - | - | 9.731 | - |
| GMF Holding GMBH | Group Company | 132.210.569 | - | - | - | 85.076.590 | - | - | 2.830.469 | - |
| Inmobiliaria Acek, S.L. | Group Company | - | - | - | - | - | - | 290.734 | - | - |
| Loire SA Franco Española | Group Company | 2.257.626 | 26.147.428 | - | - | 132.689 | - | - | 23.182 | - |
| Matricerías Deusto, S.L. | Group Company | 3.896.624 | - | - | - | - | - | - | 286.281 | - |
| Mursolar 21, S,L. | Group Company | 8.496.652 | - | - | 7.840.934 | - | - | - | 803.438 | - |
| Prisma SAS | Group Company | 37.413.514 | - | - | - | - | - | - | 377.462 | - |
| Sofedit SAS | Group Company | - | 25.325.472 | - | - | - | - | - | 2.066 | - |
| Sungwoo Gestamp Hitech (Chennai) Limited | Group Company | - | - | - | - | - | - | - | 120.010 | - |
| Total | 1.462.536.198 | 806.717.019 | 35.942.500 | 1.002.606.984 | 429.386.359 | 93.820.206 | 515.114.220 | 90.910.381 | 158.653 |
(a) Short-term investments in group companies and associates. Loans to associated companies
(b) Current Liabilities - Payable to Group companies and Associates
Notes to the financial statements for the year ended December 31, 2018
The Company recognized the following non-current loans to group companies at December 31, 2018 and 2017:
| Loan Type | Grant date | Initial amount in euros or limit of the facility |
Outstanding balance at 12/31/2018 (in €) |
Outstanding balance at 12/31/2017 (in €) |
Maturuty | Interest rate 2018 |
Accrued interest receivable, 2018 |
Accrued interest receivable, 2017 |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial Loan | 2005 | 41,000,000 | 41,000,000 | 41,000,000 | 31/12/2020 | 1.75% | ||||
| Financial Loan | 2004 | 88,698,078 | - | 28,698,078 | 31/12/2019 | 1.75% | ||||
| Gestamp Palencia, S.A. | Financial Loan | 2017 | 21,691,241 | 21,691,241 | 21,691,241 | 21/12/2023 | 1.75% | 977,731 | 1,148,406 | |
| Gestamp Vigo, S.A. | Financial Loan | 2005 | 4,783,381 | 4,783,381 | 4,783,381 | 31/12/2020 | 1.75% | 68,746 | ||
| Financial Loan | 2003 | 1,803,036 | - | 1,803,036 | 31/12/2019 | 1.75% | ||||
| Gestamp Cerveira, Ltda | Financial Loan | 2014 | 40,000,000 | 38,734,596 | 38,734,596 | 31/12/2020 | 3.25% | 5,348,717 | 4,125,904 | |
| Financial Loan | 1999 | 3,111,492 | 3,111,492 | 3,111,492 | 31/12/2020 | 1.75% | ||||
| Credit Line | 2001 | 6,000,000 | 6,000,000 | 6,000,000 | 31/12/2020 | 1.75% | ||||
| Financial Loan | 1999 | 6,097,961 | 6,097,961 | 6,097,961 | 31/12/2020 | 1.75% | ||||
| Gestamp Noury, S.A. | Financial Loan | 2017 | 10,000,000 | 10,000,000 | 10,000,000 | 31/12/2020 | 1.75% | 447,293 | 511,192 | |
| Financial Loan | 2017 | 6,199,826 | 6,199,826 | 6,199,826 | 21/12/2023 | 1.75% | ||||
| Gestamp Linares, S.A. | Financial Loan | 2005 | 2,174,800 | 2,174,800 | 2,174,800 | 31/12/2021 | 1.75% | 142,293 | 36,754 | |
| Financial Loan | 2004 | 3,425,493 | 3,425,493 | 3,425,493 | 31/12/2020 | 1.75% | ||||
| Gestamp Solblank Barcelona, S.A. | Financial Loan | 2017 | 10,700,000 | 10,700,000 | 10,700,000 | 21/12/2023 | 1.75% | 240,865 | 58,047 | |
| Participating | 2004 | 41,025,525 | 41,025,525 | 41,025,525 | 31/12/2020 | ( a) | ||||
| Financial Loan | 2007 | 52,500,000 | 52,500,000 | 52,500,000 | 31/12/2020 | 1.75% | ||||
| Credit Line | 2013 | 59,770,026 | 59,770,026 | 59,770,026 | 07/02/2023 | 6.55% | ||||
| Financial Loan | 2016 | 1,069,488 | 1,069,488 | 1,069,488 | 31/12/2026 | 1.75% | ||||
| Gestamp Servicios, S.A. | Financial Loan | 2017 | 25,100,000 | 25,100,000 | 25,100,000 | 21/12/2023 | 1.75% | 27,304,315 | 19,774,024 | |
| Financial Loan | 2011 | 13,145,000 | 13,145,000 | 13,145,000 | 30/03/2021 | 7.00% | ||||
| Financial Loan | 2013 | 30,000,000 | 28,904,254 | (b) | - | 21/07/2023 | ||||
| Gestamp Sweden, Lda | Financial Loan | 2010 | 12,013,425 | 9,090,925 | 9,090,925 | 29/03/2020 | 7.00% | 6,019,937 | 1,193,328 | |
| Gestamp Metalbages, S.A. | Financial Loan | 2017 | 57,000,000 | 57,000,000 | 57,000,000 | 21/12/2023 | 1.75% | 1,020,854 | 9,500 | |
| Participating | 2002 | 6,732,292 | 6,732,292 | 6,732,292 | 31/12/2020 | ( a) | ||||
| Participating | 2001 | 2,742,380 | 2,742,380 | 2,742,380 | 31/12/2020 | ( a) | ||||
| Gestamp Levante, S.L. | Participating | 2003 | 1,203,958 | 1,203,958 | 1,203,958 | 31/12/2020 | ( a) | 461,851 | 675,424 | |
| Participating | 2003 | 6,000,000 | 6,000,000 | 6,000,000 | 31/12/2020 | ( a) | ||||
| Participating | 2003 | 8,000,000 | 8,000,000 | 8,000,000 | 31/12/2020 | ( a) | ||||
| Gestamp Navarra, S.A. | Participating | 2004 | 3,203,720 | 3,203,720 | 3,203,720 | 31/12/2020 | ( a) | 662,343 | 671,542 | |
| Gestamp Hardtech AB | Financial Loan | 2009 | - | 4,366,050 | (b), (d ) | - | 09/07/2023 | 6.20% | 76,406 | - |
| Financial Loan | 2011 | 3,585,000 | - | 3,585,000 | 30/03/2019 | Ver corto plazo | ||||
| Financial Loan | 2013 | 1,218,463 | 1,218,463 | (b) | - | 31/12/2022 | 1.75% | |||
| Financial Loan | 2017 | 40,000,000 | 40,000,000 | 40,000,000 | 26/12/2022 | 2.00% | ||||
| Griwe | Financial Loan | 2016 | 64,756,942 | 64,756,942 | 64,756,942 | 31/12/2026 | 2.00% | 2,122,763 | 1,553,178 | |
| Gestamp Aragón SA | Financial Loan | 2017 | 14,000,000 | 14,000,000 | 14,000,000 | 21/12/2023 | 1.75% | 250,736 | 607,833 | |
| Financial Loan | 2013 | 75,000,000 | 75,000,000 | (b) | - | 25/07/2023 | 1.75% | |||
| Financial Loan | 2017 | 1,800,000 | 1,800,000 | 1,800,000 | 12/09/2023 | 2.00% | ||||
| Financial Loan | 2017 | 9,000,000 | 9,000,000 | 9,000,000 | 04/09/2022 | 2.00% | ||||
| Financial Loan | 2016 | 69,454,248 | 69,454,248 | 69,454,248 | 31/12/2026 | 2.00% | ||||
| Edscha Holding GMBH | Financial Loan | 2018 | 2,600,000 | 2,600,000 | - | 12/09/2023 | 2.00% | 2,786,974 | 1,558,808 | |
| Gestamp Finance Slovakia, S.r.o. | Participating | 2015 | 66,000,000 | 66,000,000 | 66,000,000 | 31/12/2020 | ( a) | 1,155,000 | 2,854,500 |
Notes to the financial statements for the year ended December 31, 2018
| Loan Type | Grant date | Initial amount in euros or limit of the facility |
Outstanding balance at 12/31/2018 (in €) |
Outstanding balance at 12/31/2017 (in €) |
Maturuty | Interest rate 2018 |
Accrued interest receivable, 2018 |
Accrued interest receivable, 2017 |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial Loan | 2013 | 85,076,590 | 85,076,590 | (b) | - | 29/05/2018 | 1.75% | |||
| GMF Holding GMBH | Financial Loan | 2018 | 38,979,117 | 38,979,117 | - | 17/05/2023 | 1.75% | (1,929,383) | - | |
| Loire S.A.F.E. | Financial Loan | 2013 | 132,689 | 132,689 | (b) | - | 29/05/2018 | 1.75% | (3,671) | - |
| Gestamp Wroclaw Sp.z.o.o. | Credit Line | 2016 | 55,100,000 | 51,000,000 | 31/12/2020 | 1.75% | 3,669,116 | 2,839,860 | ||
| Gestamp Severstal Vsevolozhsk LLC. | Financial Loan | 2016 | 14,975,330 | - | 13,777,456 | 30/03/2019 | Short term | Short term | 1,327,244 | |
| Gestamp Tallent Ltd | Financial Loan | 2016 | 190,389,187 | 190,389,187 | 190,389,187 | 31/12/2026 | 2.00% | 3,807,784 | 4,082,790 | |
| Mursolar 21, S.L. | Financial Loan | 2015 | 7,840,934 | - | 7,840,934 | 10/02/2020 | Short term | Short term | 732,637 | |
| Gestamp Palau, S.A. | Financial Loan | 2018 | 11,031,777 | 11,031,777 | - | 30/04/2023 | 1.75% | 131,922 | - | |
| TOTAL | 1,198,311,421 | 1,002,606,984 | 54,762,592 | 43,760,971 |
(a) Remuneration consists of an annual percentage of the average balance of the loan.
(b) Classified under current at December 31, 2017
(c) Classified under current at December 31, 2018
(d) Loans granted in US dollars. The initial amount was US\$5
(*) Interest rate revisable anually.
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 36.854 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.
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:
| (€) | 2018 | 2017 |
|---|---|---|
| Interest and other receivables from group companies Current loans receivable from group companies |
88,676,213 128,576,193 |
90,910,381 429,386,359 |
| 217,252,406 | 520,296,740 |
The breakdown of current interest receivable from group companies is as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Interest on non-current loans | 54,762,592 | 43,839,538 |
| Interest on current loans | 9,824,858 | 26,418,526 |
| Interest on intragroup current account and other | 24,088,763 | 20,652,321 |
| 88,676,213 | 90,910,385 |
The breakdown of current loans to group companies at December 31, 2018 and 2017 is as follows:
| Recipient of the loan | Loan Type | Grant date | Initial amount in euros or limit of the facility |
Outstanding balance at 12/31/2018 |
Outstanding balance at 12/31/2017 |
Maturity | Interest rate 2018 | Accrued interest receivable, 2018 |
Accrued interest receivable, 2017 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| (in €) | (in €) | |||||||||
| Credit Line | 2004 | 25,000,000 | 9,248,128 | 9,248,128 | 23/09/2019 | 2.50% | ||||
| Gestamp Hungría, Kft | Financial Loan | - | 11,084,328 | ( e) | 10,750,023 | 26/09/2017 | 6.18% | 243,928 | 243,641 | |
| Financial Loan | 2013 | 75,000,000 | - | ( b ) | 75,000,000 | long term | long term | |||
| Edscha Holding, GmbH | Financial Loan | 2017 | 8,000,000 | 8,000,000 | 8,000,000 | 29/12/2018 | 1.75% | 140,778 | 3,281,861 | |
| Financial Loan | 2009 | - | 80,335 | ( c ) | 76,635 | 05/02/2019 | 6.20% | |||
| Financial Loan | 2009 | - | 2,619,630 | ( c) | 2,498,970 | 26/03/2019 | 6.20% | |||
| Gestamp Hardtech AB | Financial Loan | 2009 | - | - | ( b ), ( c) | 4,164,950 | long term | long term | 169,723 | 423,719 |
| Gestamp Finance Slovakia, S.r.o. | Participating | 2013 | 115,000,000 | - | ( d ) | 115,000,000 | 31/12/2018 | ( a ) | 2,012,500 | 4,973,750 |
| Gestamp Global Matricería, S.L. | Financial Loan | 2017 | 13,000,000 | 13,000,000 | 13,000,000 | 13/12/2018 | 1,00% | 109,980 | 3,972 | |
| Financial Loan | 2011 | 3,585,000 | 3,585,000 | (e) | - | 30/03/2019 | 5.50% | |||
| Gestamp Griwe | Financial Loan | 2013 | 1,218,463 | - | ( b ) | 1,218,463 | long term | long term | 151,167 | 18,546 |
| Loire S.A.F.E. | Financial Loan | 2013 | 132,689 | - | (b) | 132,689 | long term | long term | long term | 2,020 |
| GMF Holding GMBH | Financial Loan | 2013 | 85,076,590 | - | (b) | 85,076,590 | long term | long term | long term | 1,294,963 |
| Gestamp Hotstamping Japan | Financial Loan | 2017 | 2,000,000 | - | (d) | 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 | 4,500,000 | 01/09/2019 | 1.50% | 159,750 | - | |
| Gestamp Sweden, AB | Financial Loan | 2013 | 30,000,000 | - | (b) | 28,904,254 | long term | long term | long term | 4,320,785 |
| Financial Loan | 2017 | 370,000 | 370,000 | 370,000 | 31/01/2020 | 1.00% | ||||
| Financial Loan | 2017 | 1,580,034 | 1,580,034 | 1,580,034 | 10/04/2019 | 1.00% | ||||
| Financial Loan | 2017 | 1,419,966 | 1,419,966 | 1,419,966 | 10/04/2019 | 1.00% | ||||
| Financial Loan | 2018 | 2,500,000 | 2,500,000 | - | 10/04/2019 | 1.00% | ||||
| Financial Loan | 2018 | 500,000 | 500,000 | - | 10/04/2019 | 1.00% | ||||
| Financial Loan | 2018 | 4,000,000 | 4,000,000 | - | 10/04/2019 | 1.00% | ||||
| Gestamp Pitesti | Financial Loan | 2018 | 1,000,000 | 1,000,000 | - | 10/04/2019 | 1.00% | 78,539 | 17,815 | |
| Gestamp Tallent, Ltd | Financial Loan | 2013 | 100,000,000 | 17,395,962 | 17,395,962 | 30/06/2017 | 1.00% | 1,582,453 | 1,406,077 | |
| Participating | 2008 | 13,000,000 | - | (d) | 13,000,000 | 31/12/2018 | ( a ) | |||
| Gestamp Abrera, S.A. | Participating | 2008 | 6,200,000 | - | (d) | 6,200,000 | 31/12/2018 | ( a ) | 830,400 | 1,214,400 |
| Gestamp Metalbages, S.A. | Participating | 2002 | 28,692,843 | - | (d) | 28,692,843 | long term | long term | 2,388,679 | 3,807,150 |
| Gestamp Córdoba, S.A. | Financial Loan | 2017 | 1,156,852 | - | (d) | 1,156,852 | 31/12/2018 | 2% | 161,373 | 530,256 |
| Gestamp Palencia, S.A. | Financial Loan | 2004 | 88,698,078 | 28,698,078 | (b) | - | 31/12/2019 | 1.75% | 412,445 | 1,774,778 |
| Gestamp Cerveira, Lda | Financial Loan | 2003 | 1,803,036 | 1,803,036 | ( b) | - | 31/12/2019 | 1.75% | 31,553 | - |
| Gestamp Severstal Vsevolozhsk LLC. Financial Loan | 2016 | 14,975,330 | 13,777,456 | ( b) | - | 30/03/2019 | 12.52% | 1,327,244 | - | |
| Tuyauto Gestamp Morocco, S.A. | Financial Loan | 2018 | 914,240 | 914,240 | - | 27/11/2019 | 1.00% | 457 | - | |
| Gestamp Autotech Japan, K.K | Financial Loan | 2018 | 2,500,000 | 2,500,000 | - | 17/01/2020 | 1.00% | 23,889 | - | |
| TOTAL | 208,048,000 | 128,576,193 | 429,386,359 | 9,824,858 | 26,418,526 |
(a) Remuneration consists of an annual percentage of the Company's net profit.
(b) Classified under non-current at December 31, 2018
(c) Loans granted in US dollars. The initial amounts were US\$2 and US\$3 million.
(d) Canceled in 2018
( e) Classified under non-current at December 31, 2018
| (€) | 2018 | 2017 |
|---|---|---|
| Non-current | ||
| Non-current guarantees received | 293,470 | 290,734 |
| Loans payable to group companies (Note 14) | 514,261,405 | 514,823,486 |
| Current | ||
| Loans payable to group companies | 110,005,427 | 92,609,819 |
| Payables from current accounts | 1,031,973,549 | 806,717,019 |
| Interest payable | 1,369,129 | 1,369,040 |
| 1,657,902,980 | 1,415,810,098 |
The breakdown of this item at December 31, 2018 and 2017 is as follows:
| Company granting the loan | Loan type | Grant date |
Initial amount in euros or credit limit |
Amount outstanding at 12/31/2018 (€) |
Amount outstanding at 12/31/2017 (€) |
Maturity | Interest rate 2017 |
|
|---|---|---|---|---|---|---|---|---|
| Gestamp Funding Luxembourg | Financial loan | 2013 | 500,000,000 | 486,662,848 (a) | 483,148,913 | 15/05/2023 | 3.70% | |
| Acek Desarrollo y Gestión Industrial, S.L. | Financial loan | 2013 | 31,060,000 | 23,145,978 | 24,255,994 | 31/03/2032 | 6.60% | |
| Financial loan | 2017 | 4,452,579 | 4,452,579 | 4,452,579 | 22/12/2022 | 2.00% | ||
| Edscha Holding España | Financial loan | 2010 | 6,000,000 | - (b) | 2,966,000 | long term | long term | |
| 541,060,000 | 514,261,405 | 514,823,486 |
(a) Loan refinanced in May 2016
(b) Classified under current at December 31, 2018
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.
The breakdown of current loans to group companies at December 31, 2018 and 2017 is as follows:
| Sociedad que concede el préstamo |
Tipo de préstamo | Fecha de concesión |
Importe inicial en euros o límite del crédito |
Pendiente a 31/12/2018 (euros) |
Pendiente a 31/12/2017 (euros) |
Vencimiento | Tipo de interés 2018 |
|
|---|---|---|---|---|---|---|---|---|
| Edscha Holding España | Préstamo financiero | 2010 | 6,000,000 | 2,966,000 | ( b ) | - | 23/12/2019 | 4.70% |
| Acek Desarrollo G. I. S.L. | Préstamo financiero | 2013 | - | 1,110,014 | ( a ) | 1,041,729 | Ver largo plazo Ver largo plazo | |
| Gestamp Polska, Sp.z.o.o. Línea de crédito | 2004 | 138,181,935 105,929,413 | 91,565,401 | 01/12/2019 | 4.17% | |||
| 141,215,935 110,005,427 | 92,607,130 |
(a) Classified partially under non-current and under current
(b) Classified under non-current at December 31, 2017
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 2018, these current accounts earned nominal annual interest of 1% (2017: 1%).
On 2018 directors remunerations have been accrued by the amount of €3,211 thousand, as follows:
| Director Retribution (000€) | |
|---|---|
| Non-Executives | |
| D. Alberto Rodríguez Fraile | 105.00 |
| D. Noboru Katsu | 23.00 |
| D. Gonzalo Urquijo Fernández de Araoz | 90.00 |
| D. Pedro Sainz de Baranda | 90.00 |
| D. Javier Rodríguez Pellitero | 105.00 |
| Dª. Ana García Fau | 90.00 |
| D. Juan María Riberas Mera | 90.00 |
| D. Tomofumi Osaki | 75.00 |
| D. Cesar Cernuda | 75.00 |
| D. Shinichi Hori | 55.63 |
| TOTAL | 798.63 |
| Executives |
| D. Francisco José Riberas Mera D. Francisco López Peña |
963.56 1,446.17 |
|---|---|
| TOTAL | 2,406.58 |
| TOTAL | 3,205.21 |
€5.54 thousand of the previous retributions are life assurances.
The loans granted amount €3.183 thousand:
| Loans ganted by the Company. 000 € | Principal | Interest |
|---|---|---|
| Director | ||
| D. Francisco López Peña (Director Ejecutivo) | 3,183 | 43 |
| TOTAL | 3,183 | 43 |
(At December31, 2018)
From March 23, 2017 to December 31, 2017, directors remunerations have been accrued by the amount of €2.368 thousand, as follows:
| Director Retribution (000€) | |
|---|---|
| Non-Executives | |
| Mr. Alberto Rodríguez Fraile | 78.75 |
| Mr. Noboru Katsu Mr. Gonzalo Urquijo Fernández de Araoz |
67.50 67.50 |
| Mr. Pedro Sainz de Baranda | 67.50 |
| Mr. Javier Rodríguez Pellitero | 78.75 |
| Mrs. Ana García Fau | 67.50 |
| Mr. Juan María Riberas Mera | 67.50 |
| 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) | |
| Executives | |
| Mr. Francisco José Riberas Mera | 751.15 |
| Mr. Francisco López Peña | 1,013.34 |
| TOTAL | 1,764.48 |
| (From March 24, 2017 to December 31, 2017) | |
| TOTAL | 2,371.98 |
| €4,9 thousand of the previous retributions are life assurances. | |
| The loans granted amount €3.000 thousand: | |
| Loans ganted by the Company. (000€) | Principal |
| Director | |
| Mr. Francisco López Peña (Executive Director) | 3,000 |
(Active Directors at December 31, 2017)
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.
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:
By other hand, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L holds a direct and indirect investment of 14.909 % 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 recoverymaterials.
In managing risk, the Company takes an accounting view that enables it to assess the status and trends of the various situations of risks.
In compliance with prevailing accounting standards, the Company discloses the financial risks to which its business is exposed, which are basically:
Market 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:
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:
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):
2018
| IMPACT ON PROFIT OR LOSS | |||
|---|---|---|---|
| Currency | +5% change | -5% change | |
| GBP | (11,357) | 11,357 | |
| HUF | (37,692) | 37,692 | |
| INR | (188,277) | 188,277 | |
| JPY | 12 | (12) | |
| PLN | 1 | (1) | |
| SEK | (36,859) | 36,859 | |
| TRY | (76,566) | 76,566 | |
| USD | 258,925 | (258,925) | |
| Impact in absolute amounts | (91,813) | 91,813 |
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 |
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 2018 on the Company's borrowings would result in a higher or lower net financial result of €3,608 thousand (2017: €2,982 thousand).
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, 2018 amounting to € 471.2 million (2017: €642.9 million).
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 | ||
| 2018 | |||||
| Senior executives | - | - | - | ||
| Administrative staff | 7 | 11 | 18 | 17 | |
| Others | 3 | 2 | 5 | 5 | |
| 10 | 13 | 23 | 22 | ||
| Number of employees at the end of the | Average number of |
| 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 |
Audit fees accrued for services rendered by the statutory auditor are as follows:
| (€) | 2018 | 2017 |
|---|---|---|
| Fees for the audit of separate and consolidated financial statements Other services |
387,006 497,272 |
594.092 361.130 |
| 884,278 | 955.222 |
'Other services' fo the year 2018 includes services related with the audit for € 387 thousand (mainly comfort letters emission and semiannually revision) and other services for €497.27 thousand.
The information on average supplier payment period is as follows:
| 2018 | 2017 | |
|---|---|---|
| (Days) | ||
| Average supplier payment period | 23 | 43 |
| Ratio of transactions paid | 22 | 43 |
| Ratio of transactions outstanding | 259 | 59 |
| € 0 | ||
| Total payments made | 26,251,241 | 8,909,528 |
| Total payments outstanding | 97.16 | 39.093 |
On february 22, 2019 the Parent Company has signed an agreement modifying the original syndicated loan, signed on April 19, 2013 and modified in 2016, 2017 and 2018, whereby:
These Consolidated Financial Statements were originally prepared in Spanish. In the event of a discrepancy, the Spanish-language version prevails.

Gestamp Automoción, S.A.
February 28th, 2019
Group Automoción 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 highly engineered Body-in-White, Chassis components and Mechanisms, as well as tooling & dies and other related services for the automotive industry. Our expertise and core competence in developing and producing light-weight components help our customers to reduce CO2 emissions while at the same time enhancing the safety features of their vehicles.
Since we were founded in 1997, we have cultivated strong relationships with our OEM customers by offering them leading technologies through our extensive global footprint of 108 production facilities in 22 countries across four regions (Europe, North America, South America and Asia) and 4 plants under construction (US, Mexico, Slovakia and Morocco), 13 R&D centres and a workforce of over 43,000 employees worldwide.
Our leading technologies, global footprint and proven track record in executing complex projects set us apart and makes us one of the industry leaders, as well as enables us to secure strong relationships with almost all major global automakers including BMW, Daimler, Fiat Chrysler, Ford, Geely-Volvo, General Motors, Honda, PSA, Renault Nissan, Tata JLR, Toyota and Volkswagen Group, which represented our top 12 customers for the year ended December 31, 2018. We currently supply products to all top 12 OEMs globally by volumes, and we are also incorporating new customers, in line with our stated growth and diversification strategy.
Our strategy is to continue to be the global partner of choice for OEMs in Body-in-White, Chassis and Mechanisms. In order to achieve our goal we will continue to focus on maintaining and strengthening our technological leadership, maximizing growth on the basis of our clientoriented business model, operational excellence and efficiencies, while developing and implementing digitalization and industry 4.0 in our plants and regions.
Increasing investments by OEMs in the four pillars of CASE ("Connectivity, Autonomous driving, Shared mobility and Electrification") lead to less investments in other important areas of vehicle construction such as Body-in-White and Chassis development and production. This trend, together with ongoing global platform standardization among OEMs, has led to an increased need for outsourcing, as OEMs entrust a select number of strategic supply partners with an increasingly high content of vehicle production. In parallel, specialization has led to advancements achieved by strategic suppliers, such as Gestamp, in certain technologies which OEMs find difficult to match in-house, both in price and quality, thereby resulting in increased outsourcing. For example, we are a market leader 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 addition, as OEMs grow outside of their home markets, they are more inclined to turn to external suppliers with plants located in close proximity to the OEMs' production facilities for content they would have otherwise provided inhouse in their home markets.
Our organizational model is structured fundamentally into business units that focus on business development, products, processes and strategic projects, while our geographical divisions concentrate on launching industrial projects and managing production capacities, considering each production plant as an economic center.
The organizational structure keeps the direction provided by Gestamp's Board of Directors by the end of 2017, and is being adapted to adjust it to the future challenges from our industry. So, among other changes, the new Electrical Vehicle area (EV Group) has been created with the objective to centralize and lead the efforts as a Group to exploit the opportunities that vehicle electrification offers to us.
Mr. Francisco J. Riberas continues to undertake his duties as Executive Chairman, focusing on those most valuable functions for the Group: corporate strategy and development, including key commercial relationships at the highest level with Gestamp's clients, matters related to Corporate Governance, the institutional representation of the Company and the coordination of the 2 new General Directors, Human Resources and Legal Advice. Beyond his current duties, Mr. Riberas adds the leadership of electric vehicle business area.
Mr. Francisco López Peña keeps its role as the Chief Executive Officer. From this position, he manages the industrial operations of the Group, as well as the financial area, internal control and other corporate functions.
2018 has been a challenging year on the macroeconomic and political front as well as in the automotive sector. Global economic growth for 2018 stood at 3.7%, as stated in the January 2019 World Economic Outlook (WEO) forecast, which is in line with 2017 and slightly above the long-term average. Whilst the first half of the year was strong, the economic environment experienced a slowdown during the second half mainly as a result of the weakness in China and Western Europe. The result of the ongoing uncertainties around trade tariffs during 2018 was also reflected in the financial markets with strong declines across most stock markets around the world with all major indices closing in negative territory.
The automotive sector saw a similar trend with a solid first half of the year but a challenging second half. The main challenges related to the diesel crisis and the implementation of new emission tests, Worldwide Harmonized Light Vehicle Test Procedure (WLTP), in Europe as well as a decrease in production volumes in China for the first time in twenty years. Ongoing trade tensions also led to an increased level of uncertainty.
OEMs have continued to focus on developing and taking on the challenges associated with CASE. OEMs have accelerated their strategies towards Electrification with announcements to the market of new vehicles as well as an increase in electric vehicles models in pipeline, which are expected to be launched in the near future.
The aforementioned macroeconomic and auto sector trends have led to a 1.1% decline in global light vehicle production in 2018 in Gestamp's footprint (according to IHS as of February 2019).
During the year 2018 growth in Gestamp's footprint was mainly driven by Mercosur (+3.1%), Eastern Europe (+2.9%) and NAFTA (+0.4%). According to IHS (as of February 2019), global light
vehicle production is expected to grow at 0.6% in 2019E and 1.6% in 2020E across Gestamp production footprint (lower production volumes in absolute terms vs. October 2018 forecast).
As previously mentioned, OEMs have increasingly allocated resources and capital to CASE which has led to higher levels of outsourcing in other important areas of vehicle construction such as Body-in-White and Chassis development and production. OEMs entrust a select number of strategic supply partners with an increasingly high content of vehicle production. In line with that trend, during 2018 Gestamp continued to execute on its stated strategy by supporting its clients with strong capital investments and the opening of new production facilities. During 2018 Gestamp added 6 new plants to its footprint by launching its first plant in Japan, two plants in China with the creation of a JV with BHAP, a plant in Brazil, a plant in the UK and a plant in Mexico. Gestamp currently also has 4 plants under construction.
Despite the underlying macroeconomic and auto sector uncertainties, Gestamp continued to grow above the market.
Within this environment, the Company, at an individual level, continues to develop its financial and counselling 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 the year 2018, the profit before tax has amount to €121,670 thousand (€188,460 thousand in 2017). The reduction is mainly due to a decrease of €19,409 thousand in dividend revenues, a decrease of €9,746 thousand in revenues from other marketable securities to Associated Companies, an increase of €9,892 thousand in impairment losses and an increase of €19,532 thousand in financial expenses.
At the end of 2018, the company has a positive working capital fund of €1,221 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 €471,6 million. These credit lines are usually renewed annually, have no guarantees and have common clauses.
The Company presents in the Management Report enclosed the Annual Accounts of the Consolidated Group, the statement of non-financial information.
To deal with the uncertainties inherent in complex scenarios such as those faced by Gestamp on a day-to-day basis, the Group has a Comprehensive Risk Management System (hereinafter,
"CRMS") that aims to facilitate the correct identification, assessment, management and control of the potential outcomes of these uncertainties.
Gestamp's CRMS has been designed and continues to be developed on the basis of the best corporate risk management practices set out in the ISO 31000 standard and the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) for Risk Management (known as COSO ERM or COSO II). There has also been taken into consideration the good practices mentioned in the Good Governance Code of listed companies and the Technical Guide 3/2017 on Audit Committees of Public Interest Entities.
Thus, the CRMS Policy, approved by Gestamp's Board of Directors, establishes:
Although the CRMS is a process that affects and involves all the Group's personnel, those entrusted with safeguarding its smooth operation and its main functions are the following:
• The risk owners, who are responsible for identifying, assessing and monitoring the risks that jeopardise compliance with their aims.
• The Risk Committees, which ensure that risks are kept at an acceptable level and report to the Audit Committee.
• The Board of Directors and Audit Committee in monitoring and following up on the CRMS.
• The Internal Audit and Risk Management Direction, which supports the Audit Committee and coordinates the risk identification and assessment processes, as well as the Risk Committees.
In 2018, Gestamp updated the Corporate Risk Map, which, with the participation of the members of the Risk Committees, included, among other aspects, the prioritisation of the risks, based on the assessment of their probability of occurrence and their possible impact in the event of the materialisation of the risk, analysed from diverse points of view, both from a purely economic perspective and from reputational, legal and operational impact perspectives. Similarly, for the prioritisation of the risks, consideration has been given to the effectiveness of the controls that mitigate them.
At an a individual level, financial risks to which the activity of Gestamp is exposed and its respective mitigating actions, are detailed in the correspondent note of the financial stetements.
The Company, at an individual level, has not performed any R&D activity in the current year.
On 27 July 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V., S.A.U., adapted to Circular 1/2017, of 26 April, of the CNMV.
The framework of this agreement will be the Spanish stock markets.
This agreement stipulates the conditions in which the financial intermediary will operate for the account of the issuer, buying or selling own shares of the latter, with the sole objective of favouring the liquidity and regularity of their listing, and it will have a duration of 12 months, deemed to be tacitly extended for the same period, unless indicated otherwise by the parties.
The amount earmarked to the cash account associated with the agreement is 9,000 thousand euros.
The own shares at 31 December 2018 represented 0.19% of the Parent Company's share capital and comprised 1,078,834 shares at an average acquisition price of 5.60 euros per share.
The movement in 2018 was as follows:
| Number of own shares | Thousands of euros | |
|---|---|---|
| Balance at December 31, 2017 | - | - |
| Increases/Purchases | 2.648.637 | 15.497 |
| Decreases/Sales | (1.569.803) | (9.456) |
| Balance at December 31, 2018 | 1.078.834 | 6.041 |
The sales price of the own shares detailed in the previous table amounted to 8,702 thousand euros, generating a negative result of 754 thousand euros. Likewise, the fees amounted to 13 thousand euros. The total result amounting to 767 thousand euros was recognised under Unrestricted reserves.
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 Greenshoe of 23,308,331 shares). The price was set at 5.60 euros per share, representing an initial market capitalization of €3,222 million.
Since December 2017, the company's shares have been included in the IBEX Medium Cap index.
On June 4th, 2018, Acek Desarrollo y Gestión Industrial, S.L., major shareholder, sold 8,532,331 shares to minority shareholders, an amount representing 1.48% of the share capital of the company.
As of December 31st of 2018, 69.79% of the share capital was controlled (directly and indirectly) by Acek Desarrollo y Gestión Industrial S.L. (the Riberas Family industrial holding), being 57.265% owned by Acek and 12.525% by Mitsui. Gestamp's total Free Float amounted to 30.21% as of December 2018 (including shares held by the Board of Directors and Gestamp own shares that JB Capital Markets operates under the liquidity contract).
As of December 31st, 2018, Gestamp's shares decreased by -16.6% since the 1st of January, implying a market capitalization of €2,860 million at the end of the year. Total volume traded during 2018 stood at 178 million shares or €1,131.75 million.
The shares reached its maximum level for the year on June 11th 2018 (€7.42) and its minimum level on December 28th 2018 (€4.86). During 2018, our average share price stood at €6.32.
In December 2018, the Board of Directors of Gestamp approved a new dividend policy. Gestamp will continue to distribute on an annual basis a total dividend equivalent to approximately 30% of the consolidated net profit for each year, but in two payments, anticipating part of the payment via an interim dividend:
I. A first payment, through the distribution of an interim dividend, that will be approved pursuant to a resolution of the Board of Directors to be adopted in December of each year and paid between January and February of the following year.
II. A second payment, through the distribution of an ordinary dividend, that will be approved by virtue of a resolution of the Ordinary General Shareholders' Meeting at the time of approval of the annual accounts and will be paid between the months of June and July of each year.
Thus and in line with this new policy, the Board of Directors approved the distribution of an interim cash dividend against 2018 financial results for a gross amount of 0.065 euros per share, a dividend that was paid on January 14th, 2019.
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 annual coupon of 5.875%, and the other amounting to 350 million dollars with a 5.625% annual coupon.
On May 4th, 2016 the Group issued a bond, through the subsidiary Gestamp Funding Luxembourg, S.A. for €500 million with an annual coupon of 3.5%. The issuance was used to fully refinance the May 2013 Euro bond and accrued interest. The US dollar bonds issued in May 2013
were fully refinanced on June 17th, 2016 with the tranche A2 of the new syndicated loan granted on May 20th, 2016. The maturity date of the bonds is May 15th, 2023.
On April 20th, 2018 the Group issued a new bond, through the Company for €400 million with an annual coupon of 3.25%. The issuance was used to refinance certain of Gestamp's existing long and short-term debt facilities. The maturity date of the new bonds is April 30th, 2026.
This is the third time that Gestamp issues bonds since in 2013, showing diversification of financing sources by accessing the fixed income market. The coupon of the new issue has shown an improvement compared to the conditions recorded in the previous issues.
As of December 31st, 2018 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 April 19th, 2018 by Standard & Poor's and by Moody's.
The internal processes and payment policy terms of the Company 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 2018 with commercial suppliers for parts manufactured in Spain have included periods of payment equal to or less than 60 days in 2018 and in 2017, according to the second transitory legal provision of the Law.
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 2018 and 2017, 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 2018 and 2017 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, 2018 and 2017 there were no outstanding amounts to suppliers located in Spanish territory that exceeded the legal term of payment.
On february 22, 2019 the Parent Company has signed an agreement modifying the original syndicated loan, signed on April 19, 2013 and modified in 2016, 2017 and 2018, whereby:
The initial maturity date in 2020 and 2021 has been modified to April 30, 2023 amounted to 324 thousand euros.
This document is a translation into English of an original document drafted in Spanish. This translation is for information purposes only, therefore, in case of discrepancy, the Spanish version shall prevail.
IDENTIFICATION DETAILS OF THE
END OF REPORTING PERIOD 31/12/2018
Tax ID Code A48943864
ISSUER
Registered Name: GESTAMP AUTOMOCIÓN, S.A.
Registered Address: Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia
A.1 Complete the following table about the 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 | ||||
| Remarks |
State whether or not there are different classes of shares with different associated rights:
| Yes □ | No ☒ | |
|---|---|---|
| ------- | ------ | -- |
| Individual or company name |
% voting rights attributed to the shares Direct Indirect |
% voting rights through financial instruments |
% total voting | ||
|---|---|---|---|---|---|
| of shareholder |
Direct Indirect |
rights | |||
| Acek Desarrollo y Gestión Industrial, S.L. |
19.69 | 50.10 | - | - | 69.79 |
| Remarks | |
|---|---|
Details of the indirect shareholding:
| Individual or company name of indirect holder |
Individual or company name of direct holder |
% voting rights attributed to the shares |
% voting rights through financial instruments |
% total voting rights |
|---|---|---|---|---|
| Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. |
50.10 | 00.00 | 50.10 |
Remarks
State the most significant changes in the shareholding structure that have occurred during the financial year:
Most significant changes
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 company name of director |
% voting rights attributed to the shares |
% voting rights through financial instruments |
% total voting rights |
% voting rights that can be transferred through financial instruments |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| Mr. Francisco | 0.14 | - | - | - | 0.14 | - | - |
| López Peña | |||||||
| Mr. Javier | 0.00 | - | - | - | 0.00 | - | - |
| Rodríguez Pellitero | |||||||
| Mr. Alberto | 0.01 | - | - | - | 0.01 | - | - |
| Rodríguez-Fraile | |||||||
| Díaz | |||||||
| Mr. Pedro Sainz de | 0.01 | - | - | - | 0.01 | - | - |
| Baranda Riva |
| Total percentage of voting rights held by the board of directors | 0.16 | |
|---|---|---|
| -- | ------------------------------------------------------------------ | ------ |
Details of the indirect shareholding:
| Individual or company name of director |
Name or company name of the direct holder |
% voting rights attributed to the shares |
% voting rights through financial instruments |
% total voting rights |
% voting rights that can be transferred through financial instruments |
|---|---|---|---|---|---|
| - | - | - | - | - | - |
Remarks
| Remarks |
|---|
A.4 State, if applicable, the family, commercial, contractual, or corporate relationships between significant shareholders, insofar as they are known to the company, unless they are immaterial or result from the ordinary course of business, except those that are reported in section A.6:
| Related individual or company name |
Type of relationship | Brief description |
|---|---|---|
A.5 State, if applicable, the commercial, contractual, or corporate relationships between significant shareholders and the company and/or its group, unless they are immaterial or result from the ordinary course of business:
| Related individual or company name |
Type of relationship |
Brief description |
|---|---|---|
| Acek Desarrollo y Gestión | Contractual | Gestamp Automoción, S.A. |
| Industrial, S.L. | (hereinafter referred to as the | |
| Gestamp Automoción, S.A. | "Company") and any |
|
| companies belonging to its |
||
| group, of which the Company | ||
| is the parent entity, |
||
| (hereinafter referred to as the | ||
| "Group"), have a commercial, | ||
| contractual 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 | ||
| report. |
A.6 Describe the relationship, unless it is of little relevance to both parties, that exists between significant shareholders or representatives on the board and the directors, or their representatives, in the case of legal person directors.
Explain, where applicable, how significant shareholders are represented. Specifically, any directors who have been appointed on behalf of significant shareholders, those whose appointment was encouraged by significant shareholders, or who are related to significant shareholders and/or entities in their group, specifying the nature of such relationships, shall be indicated. In particular, mention shall be made, where appropriate, of the existence, identity and position of members of the board, or representatives of directors, of the listed company, who are, in turn, members of the management body, or their representatives, in companies which hold significant shareholdings in the listed company or in group entities of these significant shareholders.
| Individual or company name of the related director or representative |
Individual or company name of related significant shareholder |
Company name of the group company of the significant shareholder |
Description of relationship / position |
|---|---|---|---|
| Mr Francisco José Riberas Mera |
Acek Desarrollo y Gestión Industrial, S.L. |
Acek Desarrollo y Gestión Industrial, S.L. |
Director. He has control of 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. He is also Director of companies in the Acek Desarrollo y Gestión Industrial, S.L. group (hereinafter, "Acek Group"). |
| Mr. Juan María Riberas Mera |
Acek Desarrollo y Gestión Industrial, S.L. |
Acek Desarrollo y Gestión Industrial, S.L. |
Director. He has control of Ion-Ion S.L., a company that, together with the company Halekulani, S.L., controls the significant shareholder Acek Desarrollo y Gestión Industrial, S.L. He is also Director of companies in the Acek Group. |
| Mr. Francisco López Peña |
Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. He is Director of | Gestamp 2020, S.L. |
| Mr. Tomofumi Osaki | Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. He is Director of | Gestamp 2020, S.L. |
| Mr. Shinichi Hori | Acek Desarrollo y Gestión Industrial, S.L. |
Gestamp 2020, S.L. He is Director of | Gestamp 2020, S.L. |
| Mr. Shinichi Hori | Acek Desarrollo y Gestión Industrial, S.L. |
GRI Renewable Industries, S.L., S.L. |
He is Director of GRI Renewable Industries, S.L. |
| Remarks | |
|---|---|
A.7 State whether any private shareholders' agreements (pactos parasociales) affecting the company pursuant to the provisions of Articles 530 and 531 of the Companies Act (Ley de Sociedades de Capital) have been reported to the company. If so, briefly describe them and list the shareholders bound by the agreement:
| Participants in the private shareholders' |
% of share capital affected |
Brief description of the | Expiration date of the |
|---|---|---|---|
| agreement | agreement | agreement, | |
| if any | |||
| Acek Desarrollo y Gestión Industrial, S.L. Mitsui & Co., Ltd Gestamp 2020, S.L. |
69.79 | This private shareholders' agreement was formalised on 23 December 2016 and it was reported by virtue of a Significant Event on 7 April 2017 (Record No. 250532). It regulates, among other aspects, corporate governance matters relating to the General Shareholders' Meeting and the Board of Directors of both Gestamp 2020, S.L., and the Company, as well as the |
- |
| transmission regime of shares of the Company. For further information, see note included in Section H. |
|||
| Mr. Francisco José Riberas Mera Halekulani S.L. Mr. Juan María Riberas Mera Ion-Ion, S.L. Acek Desarrollo Y Gestión Industrial S.L. |
69.79 | This protocol was formalised on 21 March 2017 and it was reported by virtue of a Significant Event on 7 April 2017 (Record No. 250503). It regulates specific aspects relating to the ownership and management of the Acek Group. In particular, the protocol regulates the procedure for deciding the direction of the vote of Acek Desarrollo y Gestión Industrial, S.L., with respect to the agreements adopted in the General Shareholders' Meeting of the Company and of Gestamp 2020, S.L., the first refusal and tag along rights regarding shares of Acek Desarrollo y Gestión Industrial, S.L., and the regime to solve deadlock situations |
- |
Yes ☒ No □
| that could affect the Company. For further information, see |
|
|---|---|
| note included in Section H. |
| Remarks |
|---|
| --------- |
State if the company is aware of the existence of concerted actions among its shareholders. If so, briefly describe them:
Yes □ No ☒
| Participants in concerted action |
% of share capital affected |
Brief description of the concerted action |
Expiration date of the agreement, if any |
|---|---|---|---|
| Remarks |
Expressly state whether or not any of such agreements, arrangements or concerted actions have been modified or terminated during the financial year:
Not applicable
A.8 State whether there is any individual or legal entity that exercises or may exercise control over the company pursuant to section 5 of the Securities Market Act (Ley del Mercado de Valores). If so, identify it:
Yes ☒ No □
| Individual or company name | |
|---|---|
| Acek Desarrollo y Gestión Industrial, S.L. |
Remarks 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 19.69% direct share in the capital of Gestamp Automoción, S.A. Therefore, Acek Desarrollo y Gestión Industrial, S.L., controls 69.79% 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 its entire share 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.9 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 |
|---|---|---|
| 1,078,834 | 0 | 0.19 |
Remarks The number of treasury shares of the Company included in this section are those corresponding to the operations carried out under the liquidity contract signed between the Company and JB Capital Markets, Sociedad de Valores, S.A.U. and notified to the market by means of a Significant Event dated 24 September 2018 (record number 269864).
| Individual or company name of direct holder of the interest |
Number of direct shares |
|---|---|
| Total: | |
| Remarks |
Explain any significant changes that have occurred during the year:
Explain any significant changes
A.10 Describe the conditions and duration of the powers currently in force given by the shareholders to the board of directors in order to issue, repurchase or transfer own shares of the company:
The Company's General Shareholders' Meeting, held on 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:
| % | ||||
|---|---|---|---|---|
| Estimated free float: | 29.86 | |||
| Remarks |
A.12 State whether there are any restrictions (statutory, legislative or of any kind) on the transfer of securities and/or any restrictions on voting rights. In particular, state whether there are any type of restrictions that may hinder the takeover of the company by means of the acquisition of its shares on the market, as well as any systems regarding prior authorisation or communication which, regarding the acquisitions or transfers of the company's financial instruments, are applicable to it by sectorial regulations.
Yes ☒ No □
| Description of restrictions | |
|---|---|
There are no statutory or legislative restrictions on the transfer of securities and or voting rights.
As stated in Section A.7 of this Annual Corporate Governance Report, Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd and Gestamp, 2020, S.L., formalised an agreement on 23 December 2016, which governs, among other aspects, the system for transferring the shares of the Company, owned by the shareholders who formalised said agreement. This transfer regime could hinder a takeover of the Company by means of the acquisition of its shares on the market. For further information see the Significant Event of 7 April 2017 (Record No. 250532) and the note included in section H.
Similarly, as stated in the aforementioned section, Mr. Francisco José Riberas Mera, 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. This the procedure for deciding the direction of the vote could hinder the takeover of the Company by means of the acquisition of its shares on the market. For further information, see the Significant Event of 7 April 2017 (Record No. 250503) and the note included in section H.
A.13 State whether or not the shareholders acting at a general shareholders' meeting have approved the adoption of breakthrough measures in the event of a takeover bid pursuant to the provisions of Law 6/2007.
$$\mathbf{\color{red}{Yes}}\Box\qquad\qquad\qquad\qquad\mathbf{\color{red}{No}\boxtimes}\Box$$
Explain the approved measures and the terms on which the restrictions will become ineffective.
A.14 State whether or not the company has issued securities that are not traded on an EU regulated market.
Yes ☒ No □
If applicable, specify the different classes of shares, if any, and the rights and obligations attached to each class of shares.
The Company has issued two senior notes traded on the Euro MTF market of the Luxembourg Stock Exchange, one through the wholly-owned investee Gestamp Funding Luxembourg, S.A., and the other in which the Company itself has acted as the issuer.
For further information relating to these debt instruments, see the website of the abovementioned market, www.bourse.lu.
B.1 State and, if applicable, describe whether or not there are differences with the minimum requirements set out in the Companies Act (LSC) regarding the quorum needed to hold a general shareholders' meeting.
Yes □ No ☒
| % quorum differing from that established in Art. 193 of Spanish Capital Companies Act (LSC) for general cases |
% quorum differing from that established in Art. 194 LSC for special cases pursuant to Art. 194 LSC |
|
|---|---|---|
| Quorum required on 1st call |
||
| Required quorum upon 2nd call |
B.2 State and, if applicable, describe any differences from the rules set out in the Companies Act for the adoption of corporate resolutions:
Yes □ No ☒
Describe how they differ from the rules provided by the Companies Act.
| % established by the | 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 |
|---|---|---|
| entity for the adoption of resolutions |
||
| 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 two previous financial years:
| Attendance data | |||||||
|---|---|---|---|---|---|---|---|
| Date of | % of | % of | % absentee voting | ||||
| general | shareholders | shareholders | Electronic | Others | % Total | ||
| sharehold | present in | represented by | voting | ||||
| ers' | person | proxy | |||||
| meeting | |||||||
| 07/05/2018 | 0.41 | 83.15 | 0 | 0.15 | 83.71 | ||
| Of which free float: |
0.27 | 11.88 | 0 | 0.15 | 12.30 | ||
| 22/03/2017 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 03/03/2017 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 13/12/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 27/06/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 10/06/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 29/04/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 | ||
| 01/02/2016 | 0 | 100 | 0 | 0 | 100 | ||
| Of which free float: |
0 | 0 | 0 | 0 | 0 |
The data on attendance in person includes those shareholders natural persons present at the General Shareholders' Meeting. On the other side, data on attendance represented includes shareholders natural persons represented by proxies present at the General Shareholders' Meeting and shareholders legal entities which are largely the majority of the share capital.
B.5 State whether at the general meetings held throughout the year there were any items on the agenda that, for any reason, were not approved by the shareholders.
| Yes □ | No ☒ | ||
|---|---|---|---|
| Agenda items not approved | % votes against (*) | ||
(*) If the non-approval of the item is due to a reason other than a vote against, it is to be explained in the text part, placing "n/a" in the column "% votes against".
B.6 State whether or not there are any by-law restrictions requiring a minimum number of shares to attend the general shareholders' meeting, or to vote remotely:
| Yes □ | No ☒ | ||
|---|---|---|---|
| Number of shares required to attend the general shareholders' meeting |
|||
| Number of shares required to vote remotely |
B.7 State whether it has been established that certain decisions, other than those established by law, which involve the acquisition, disposal or contribution of essential assets to another company or other similar corporate operations, must be subject to the approval of the general shareholders' meeting.
Explanation regarding the decisions to be submitted to the board, other than those established by law
B.8 State the address and method for accessing the company's website to access information regarding corporate governance and other information regarding general shareholders' meetings that must be made available to the shareholders through the Company's website.
On the Company's website (www.gestamp.com), there is a Corporate Governance section, which can be accessed from the home page via the "Investors and Shareholders" section. In this section on Corporate Governance, information on the Company's corporate texts, the General Shareholders' Meeting and on the Board of Directors and its committees, among other content, can be accessed.
This section of "Corporate Governance" is accessible in two clicks from the home page.
C.1.1 Minimum and maximum number of directors provided for in the Articles of Association and the number set by the General Meeting:
Remarks
| Maximum number of directors |
15 |
|---|---|
| Minimum number of directors |
9 |
| Number set by the general meeting |
12 |
| Individual or company name of director |
Representative Category | of director |
Position on the Board |
Date of first appointment |
Date of last appointment |
Election procedure |
|---|---|---|---|---|---|---|
| Mr. Francisco José Riberas Mera |
- | Executive | Executive Chairman |
22/12/1997 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Francisco López Peña |
- | Executive | CEO | 05/03/2010 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Juan María Riberas Mera |
- | Proprietary | Vice chairman |
22/12/1997 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Shinichi Hori |
- | Proprietary | Member | 04/04/2018 | 04/04/2018 | Agreement of the Board of Directors |
| Mr. Tomofumi Osaki |
- | Proprietary | Member | 23/12/2016 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Alberto Rodríguez Fraile Díaz |
- | Coordinating Independent Director |
Member | 24/03/2017 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Mr. Javier Rodríguez Pellitero |
- | Independent Member | 24/03/2017 | 24/03/2017 | General Shareholders' Meeting Agreement. |
|
| Mr. Pedro Sainz de Baranda Riva |
- | Independent Member | 24/03/2017 | 24/03/2017 | General Shareholders' Meeting Agreement. |
| Ms. Ana | - | Independent Member | 24/03/2017 | 24/03/2017 | General | |
|---|---|---|---|---|---|---|
| García Fau | Shareholders' | |||||
| Meeting | ||||||
| Agreement. | ||||||
| Mr. César | - | Independent Member | 24/03/2017 | 24/03/2017 | General | |
| Cernuda Rego | Shareholders' | |||||
| Meeting | ||||||
| Agreement. | ||||||
| Mr. Geert | - | Other | Member | 29/06/2015 | 24/03/2017 | General |
| Maurice Van | External | Shareholders' | ||||
| Poelvoorde | Directors | Meeting | ||||
| Agreement. | ||||||
| Mr. Gonzalo | - | Other | Member | 24/03/2017 | 24/03/2017 | General |
| Urquijo | External | Shareholders' | ||||
| Fernández de | Directors | Meeting | ||||
| Araoz | Agreement. |
Total number of directors 12
State any resignations, dismissals or vacancies that have occurred for any other reason on the Board of Directors during the reporting period:
| Individual or | Class of | Date of last | Date of vacancy | Specialist | Indicate whether the |
|---|---|---|---|---|---|
| company name | director at | appointment | Committees of | resignation/dismissal took | |
| of director | time of | which he/she was a | place before the end of the | ||
| vacancy | member | term of office | |||
| Mr. Noboru | Proprietary 24/03/2017 | 02/04/2018 | Nomination and | Yes | |
| Katsu | Compensation | ||||
| Committee |
Reason for resignation/dismissal and other observations Mr. Noboru Katsu resigned as a member of the Board of Directors and of the Company's Nomination and Compensation Committee by means of a letter sent to the Board of Directors in which he expressly justifies that his resignation is due to a change in his position within the organisational structure of Mitsui & Co. Ltd.
C.1.3 Complete the following tables about the members of the board and each member's status:
| Individual or company name | Position within the company's structure | Profile |
|---|---|---|
| of director | ||
| Mr. Francisco José Riberas | Executive Chairman. | He holds a Degree in Law and a Degree in |
| Mera | Business Management and Economics from the | |
| Comillas Pontifical University (ICADE E-3) of | ||
| Madrid. | ||
| He began his professional career by taking on | ||
| different positions in the Gonvarri Group as | ||
| Director of Corporate Development and later as | ||
| Managing Director. In 1997 he created the | ||
| Company and since then he has been its | ||
| Executive Chairman, shaping over time what | ||
| the Group is today. |
| He sits on the management bodies of other | ||
|---|---|---|
| Group companies and of companies in the Acek | ||
| Group (including companies in the Gonvarri | ||
| Group, Acek Energias Renovables and |
||
| Inmobiliaria Acek). He is also a member of | ||
| other Boards of Directors outside the Acek | ||
| Group such as: Telefónica, CIE Automotive, | ||
| Global Dominion Access and Sideacero. In | ||
| addition, he participates in the Endeavor | ||
| Foundation and is the Chairman of the Family | ||
| Business Institute, among others. | ||
| Mr. Francisco López Peña | CEO | He holds a degree in Civil Engineering from the |
| Polytechnic University of Barcelona and a | ||
| Master of Business Administration (MBA) from | ||
| the IESE Business School, Barcelona. | ||
| He has extensive experience in the vehicle parts | ||
| sector with over 18 years in the Group. | ||
| Previously, he held executive management | ||
| positions in companies in sectors such as | ||
| industrial mining and textiles. In 1998 he joined | ||
| the Group as Director of Corporate |
||
| Development, becoming Vice Chairman and | ||
| CFO in 2008 and then CEO in 2017. | ||
| He is a Director of several subsidiaries of the | ||
| Company. | ||
| Total number of executive directors |
2 |
|---|---|
| Total % of the board | 16.67% |
Remarks
EXTERNAL PROPRIETARY DIRECTORS
| Individual or company name of director |
Individual or company name of the significant shareholder |
Profile |
|---|---|---|
| represented by the director or that | ||
| has proposed the director's | ||
| appointment | ||
| Mr. Juan María Riberas Mera | Acek Desarrollo y Gestión | He holds a Degree in Law and a Degree in Business |
| Industrial, S.L. | Management and Economics from the Comillas | |
| Pontifical University (ICADE E-3) of Madrid. | ||
| He is currently Chief Executive Officer of the | ||
| Gonvarri Group and the Group Acek Energías | ||
| Renovables S.L He began his professional career | ||
| in the Corporate Development area of the Gonvarri |
| Group, where he later became Chief Executive Officer, a position he currently holds. In 2007, he promoted the creation of the Group Acek Energías Renovables, S.L., holding the position of Executive Chairman ever since. |
||
|---|---|---|
| He is Chairman of the Board of Directors of Gonvarri and Acek Energías Renovables, S.L. and a member of the management bodies of the subsidiaries of these companies. He is also a member of the board of Acek Group companies (including the Inmobiliaria Acek Group). Outside the Acek Group, he sits on the Boards of Directors of CIE Automotive, S.A. and companies in the Sideacero, S.L. Group. He is also a Director of the Juan XXIII Foundation, among others. |
||
| Mr. Shinichi Hori | Acek Desarrollo y Gestión Industrial, S.L. |
He has a degree in Commerce from Waseda University, Tokyo. He also holds a master's degree in business from MIT, Sloan School of Management, Massachusetts. |
| He has extensive experience in the steel sector, having worked for over 30 years in the Mitsui & Co. Ltd. Group, where he worked in different international positions and where he is currently the General Director and Director of Operations of the Iron and Steel Products Business Unit. He began his professional career at Mitsui & Co. Ltd. Group in the area of Planning and Administration of the Iron and Steel Division, later holding different managerial positions in the USA and Japan. In 2009 he was appointed Deputy Chairman and CEO of Grupo Mitsui & Co. Ltd. Group. He was subsequently appointed General Director of the International Investment and Project Planning Unit of the Iron and Steel Division of the Mitsui & Co Ltd. Group. In 2014 he became Vice Chairman of Mitsui & Co. (USA) and Director of Operations of the Steel division in USA overseeing the business of the entire region. Prior to his current position, he was the General Director of the Washington D.C. offices. |
||
| Mr. Tomofumi Osaki | Acek Desarrollo y Gestión Industrial, S.L. |
He is also a member of the Board of Directors of Mitsui & Co. Steel and other Group companies. He holds a degree in Economics from Wakayama University, Japan. |
| Over the last 29 years he has worked for the Mitsui & Co. Ltd., developing its extensive experience in the steel sector through different international positions. He is currently the General Director of Automotive Parts Business for the Iron and Steel Products Business Unit in Japan. Before working for the Mitsui & Co. Ltd. Group, He was CFO of CAEMI Mineracao e Metalurgia for 7 years. After |
| joining Mitsui, he was Director General of the | |
|---|---|
| Investment Department of the Mineral Resources | |
| and Metals Business Unit and General Director of | |
| the Investment Department of the Iron and Steel | |
| Products Business Unit in Japan. In the Mitsui & | |
| Co. Ltd. offices in New York he was, among other | |
| things, General Director of the Investment |
|
| Department for the Financial Management |
|
| Division. Later in Japan, he became the Deputy | |
| General Director of the Iron and Steel Products | |
| Business Unit. | |
| He is a Director in companies belonging to the | |
| Mitsui & Co. Ltd. Group, and in his investee | |
| company, Bangkok Coil Center. He is also a | |
| Director in some companies of the Acek Group | |
| (including companies in the Group and in the |
|
| Gonvarri Group). In the past, he was a member of | |
| the board of Mitsui Group companies, those of Siam | |
| Yamato Steel, Vina Kyoei Steel, Mahindra Sanyo | |
| Special Steel, MS Avant. |
| Total number of proprietary directors |
3 | |
|---|---|---|
| Total % of the board | 25% | |
| Remarks | ||
| Individual or company name of director | Profile |
|---|---|
| Mr. Alberto Rodríguez-Fraile Díaz | He holds a Degree in Business Administration from the University of Miami |
| and participated in the PADE programme (Senior Business Management) at | |
| the IESE Business School of Madrid. He also has certifications from the | |
| Securities Exchange Commission and the National Association of Securities | |
| Dealers, 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&G), a company of which he is a founding partner, shareholder and the | |
| Chairman of its Board of Directors. Furthermore, he is a member of the board | |
| of A&G Group companies. 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. He is also a Director of Engie España, S.L.U. |
|
|---|---|
| Mr. Pedro Sainz de Baranda Riva | He holds a Degree in Mine Engineering from the University of Oviedo and a PhD in Engineering from Rutgers University in New Jersey. He also holds a Master's Degree in Business Administration 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 a member of the Board of Directors of Zardoya Otis, Scalpers Fashion, Naturgy Energy Group and the Social Council of the 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 of Business Administration (MBA) from the MIT, Sloan School of Management, Massachusetts. |
| She currently sits on the Boards of Directors of Renovalia, Technicolor, Eutelsat Communications, Merlin Properties, DLA Piper and Globalvia. She started her professional career working at McKinsey & Co., for Wolff Olins and Goldman Sachs International. She is also a member of the advisory councils of the mutual benefit fund of the Spanish Lawyers and Salesforce Association in Spain. |
|
| At TPI- Páginas Amarillas (Telefónica Group) she was General Director of the Corporate Development area and subsequently Chief Financial Officer. She formed part of the Boards of Directors of different companies under the TPI Group. In the Hibu Group (formally Yell) she held different managerial positions, such as CEO of Yell for business in Spain and Latin America for 7 years, and as Global General Director of Business Strategy and Development, as well as being a member of its Global Steering Committee. |
|
| 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% | |
| Remarks | ||
State whether or not any director classified as independent receives from the company or its group any amount or benefit for items other than director remuneration, or maintains or has maintained during the last financial year a business relationship with the company or with any company of its group, whether in the director's own name or as a significant shareholder, director or senior officer of an entity that maintains or has maintained such relationship.
If applicable, include a reasoned statement of the director regarding the reasons for which it is believed that such director can carry out the duties thereof as an independent director.
| Individual or company name of director |
Description of the relationship |
Reasoned statement |
|---|---|---|
Not applicable.
Identify the other external directors and describe the reasons why they cannot be considered proprietary or independent directors as well as their ties, whether with the company, its management or its shareholders:
| Individual or company | Company, officer or | Profile | |
|---|---|---|---|
| name of director | Reasons | shareholder with | |
| which the director has | |||
| ties | |||
| Mr. Geert Maurice Van | Over the last year, he has | ArcelorMittal, S.A. | He holds a Master's degree in Electrotechnical |
| Poelvoorde | had a significant business | Engineering from the University of Ghent, | |
| relationship with the | Belgium. | ||
| Company, Group Companies | |||
| or with companies of the | He has over 28 years of experience in the steel | ||
| group of its significant | and mining sector. He is currently the Vice | ||
| shareholder as director and | President and General Director of |
||
| senior manager of an entity | ArcelorMittal Flat Products and Purchasing | ||
| that is part of this | Europe. He has also been a member of the | ||
| relationship. | Management Committee of the ArcelorMittal | ||
| Group since 2011. He began his professional | |||
| career at Sidmar as Head of Process |
| Automation and Project Engineer. Later in Stahlwerke, he held the position of Director of the Engineering Department, among others. At Arcelor, he was a member of the Board of Directors and Director of Operations, as well as General Manager of Arcelor's Central Maintenance and Logistics Department. Subsequently at ArcelorMittal, he held various senior management positions until taking up his current position. |
|||
|---|---|---|---|
| He is a member of the board of directors of ArcelorMittal Group companies and the Group's investee companies, including Bamesa Otel, Borçelik Çelik, Borusan Demir, Bamesa Celiç. He is also a Director of Holding Gonvarri. He is also the Chairman of the European Steel Association (Eurofer) and a member of the Board of the German Steel Federation. |
|||
| Mr. Gonzalo Urquijo Fernández de Araoz |
He was a director of the Company for a continuous period of over 12 years. |
Gestamp Automoción, S.A. |
He holds a degree in Economics and Political Science from Yale University, Connecticut and an MBA from Instituto de Empresa, Madrid. He is currently the Executive Chairman of Abengoa. He began his professional career in the banking sector, working in different positions for Citibank and Crédit Agricole. He later became Director and Chief Financial Officer of Corporación J M Aristrain and Chief Financial Officer of Aceralia Corporación Siderúrgica. In the ArcelorMittal Group he held different managerial positions, such as Vice President of Stainless Steel, Long Products and China, Head of the areas of AACIS, AMDS, or Director of Tubular Products, CSR, Communication, Institutional Relations and Occupational Safety. Subsequently, before taking up his current position, he was Director of Strategy at ArcelorMittal. |
| He is a member of the Board of Directors of Vocento, and Fertiberia. He is also chairman of the Hesperia Foundation and member of the Board of the Princess of Asturias Foundation. He was a member of the Board of Directors of the Company before his current term of office, of Holding Gonvarri, Aperam and of certain companies in the ArcelorMittal Group and Atlantica Yield. |
| Total number of other external directors |
2 |
|---|---|
| Total % of the board | 16.67% |
| Individual or company name of director |
Date of change |
Former class |
Current class |
|---|---|---|---|
| Remarks |
State the changes, if any, in the class of each director during the period:
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-1 | Year t-2 | Year t-3 | Year t | Year t-1 | Year t-2 | Year t-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 | 1 | 0 | 0 | 8.33 | 8.33 | 0 | 0 |
| Other external N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Total: | 1 | 1 | N/A | N/A | 8,33 | 8,33 | N/A | N/A |
If so, describe these diversity policies, their objectives, the measures and how they have been implemented and their results for the year. Also state the specific measures adopted by the Board of Directors and the Appointments and Remuneration Committee to achieve a balanced and diverse presence of directors.
If the company does not implement a diversity policy, explain why not.
Description of the policies, objectives, measures and the way in which they have been implemented, as well as the results obtained The Selection Policy of the Board of Directors approved by the Company's Board of Directors on 14 December 2017, at the proposal of the Nomination and Compensation Committee, sets out the procedures and mechanisms for the selection of Directors in order for the Company's Board of Directors to have the knowledge, skills and experience necessary to guarantee suitable governance of the Company at all times. This policy sets out the underlying principles that are to govern it, which include the
The Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors sets out the knowledge, skills, diversity and experience that the Board of Directors as a whole must possess such that it serves as a reference and support tool for the Selection Policy of the Board of Directors. This guide, approved on 14 December 2017 by the Board of Directors at the proposal of the Nomination and Compensation Committee, develops the aforementioned principles and establishes that, for the purposes of selecting candidates and re-electing Directors, and in the face of equal knowledge and experience, diversity is to be encouraged, thus preventing discrimination on grounds of gender, age, culture, religion and race, and that the composition of the Board of Directors is to be in accordance with the demographic reality of the markets in which the Company operates.
In this respect, in accordance with Article 41. 1. (b) of the Board of Directors' Regulations, the Nomination and Compensation Committee verified compliance with the aforementioned Board of Directors Selection Policy at its meeting on 17 December 2018, and no deficiencies in its implementation were identified.
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 in order to allow for a balanced presence of men and women:
As set out in Section C.1.5. of the Board of Directors Selection Policy, which was approved, 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 Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors. The guide contains the main criteria that were followed to design the composition of the current Board of Directors and that are to be followed when it comes to filling future vacancies while no amendments are made.
Some of the stand-out principles include favouring the selection of candidates and the re-election of directors, who have the necessary knowledge and experience, favouring diversity and preventing discrimination on grounds of gender, among other reasons.
In this sense, as described in section C.1.17, the action plan drawn up by the Nomination and Compensation Committee for the approval of the Board of Directors at its first meeting of 2019, includes some recommendations to be performed, between others, the monitoring of the fulfilment of the diversity principle stated in the Selection Policy of the Board of Directors and the Guidelines for the knowledge, skills, diversity and experience required on the
If there are few or no female directors despite any measures adopted, if applicable, describe the reasons why:
As referred to in section C.1.5., the Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors approved by the Board of Directors at the proposal of the Nomination and Compensation Committee establishes as a fundamental principle, the promotion of the selection of candidates and the re-election of Directors who, having the necessary knowledge and experience, benefit diversity, thus preventing discrimination on grounds of gender, among others. In this respect, given the recent status of the Company as a listed company, the conditions have not yet been met for the selection of female directors in the context of the selection of a candidate to form part of the Board of Directors and in view of equal knowledge and experience.
C.1.7 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 for the number of female directors to represent at least 30% of all members of the board of directors by 2020.
The Nomination and Compensation Committee at its meeting on 17 December 2018 verified compliance with the Selection Policy of the Board of Directors in financial year 2018. During this year, only one vacancy occurred in the context of the resignation submitted by Mr. Noboru Katsu as a member of the Board of Directors and of the Nomination and Compensation Committee itself, with effect from 2 April 2018. The Company's Board of Directors formally recognised this resignation and co-opted Mr. Shinichi Hori as a member of the Board of Directors on a proprietary basis.
Given the prospect of the resignation of Mr. Noboru Katsu on 26 February 2018, and before such, the Nomination and Compensation Committee, in accordance with Article 529r of the Spanish Companies Act and Article 41.1. (f) of the Board of Directors' Regulations, drew up the corresponding report on the proposal for the appointment of Mr. Shinichi Hori. As stated in the aforementioned report, the Nomination and Compensation Committee took into account the Selection Policy of the Board of Directors and the Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors regarding the Board of Directors in its assessment of the proposed appointment and concluded that Mr. Shinichi Hori had the competence, experience and merits required to hold the position of member of the Board of Directors of the Company.
Again, in order to increase the number of female directors on the Company's Board of Directors and encourage the selection thereof, the Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors approved by the Board of Directors at the proposal of the Nomination and Compensation Committee establishes as a fundamental principle, the promotion of the selection of candidates and the re-election of Directors who, having the necessary knowledge and experience, benefit diversity, thus preventing discrimination on grounds of gender, among others.
C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed at the proposal of shareholders whose shareholding interest is less than 3% of share capital:
| Individual or company name of shareholder |
Reason |
|---|---|
State if there has been no answer to formal petitions for presence on the board received from shareholders whose shareholding interest is equal to or greater than that of others at whose proposal proprietary directors have been appointed. If so, describe the reasons why such petitions have not been answered:
| No ☒ |
|---|
| Individual or company name of shareholder |
Explanation |
|---|---|
C.1.9 State, where applicable, the powers and faculties granted by the board of directors to directors or to board committees:
| Individual or company name of director or committee |
Explanation |
|---|---|
| Mr. Francisco José Riberas Mera | In a meeting held on 3 March 2017, |
| the Company's Board of Directors | |
| appointed Mr. Francisco José |
|
| Riberas Mera as CEO, delegating to | |
| him all the powers inherent to the | |
| Board of Directors, including |
|
| executive powers, except for those | |
| which cannot be delegated by law or | |
| under the Articles of Association. | |
| Mr. Francisco López Peña | In a meeting held on 14 December |
| 2017, the Company's Board of |
|
| Directors appointed Mr. Francisco | |
| López Peña as CEO, delegating to | |
| him all the powers inherent to the | |
| Board of Directors, including |
|
| executive powers, except for those | |
| which cannot be delegated by law or | |
| under the Articles of Association. |
C.1.10 Identify, where applicable, the members of the board who hold the position of directors, representatives of directors or executives in other companies that form part of the listed company's group:
| Individual or company name | Position | Does he/she | |
|---|---|---|---|
| of director | have | ||
| Name of entity within the group | executive | ||
| duties? | |||
| Mr. Francisco José Riberas | Representative (natural person) of |
||
| Mera. | Adral Matricería y Puesta a Punto, S.L. | sole director (legal | YES |
| person) | |||
| Mr. Francisco José Riberas | Joint and Several | ||
| Mera. | Autotech Engineering Deutschland GmbH | Director | YES |
| Mr. Francisco José Riberas | Autotech Engineering R&D, UK Limited | Chairman | YES |
| Mera. | |||
| Mr. Francisco José Riberas | Representative (natural person) of |
||
| Mera. | Autotech Engineering, S.L. | sole director (legal | YES |
| person) | |||
| Mr. Francisco José Riberas | |||
| Mera. | Autotech Engineering Spain, S.L. | Chairman/CEO | YES |
| Mr. Francisco José Riberas | Autotech Engineering France, S.A.S. | ||
| Mera. | Chairman | YES | |
| Representative | |||
| Mr. Francisco José Riberas | Gestamp Tooling Erandio, S.L. | (natural person) of | |
| Mera. | sole director (legal person) |
YES | |
| Mr. Francisco José Riberas | Beyçelik Gestamp Otomotiv Sanayi Anonim | ||
| Mera. | Sirketi | Vice-chairman | NO |
| Mr. Francisco José Riberas | CP Projects limited (without activity) | ||
| Mera. | Board Member | YES | |
| Representative | |||
| Mr. Francisco José Riberas | Diede Die Development, S.L. | (natural person) of | |
| Mera. | Sole Director | ||
| Mr. Francisco José Riberas | Edscha Automotive Components (Kunshan) Co., | (legal person). | YES |
| Mera. | Ltd | Chairman | YES |
| Mr. Francisco José Riberas | Joint and Several | ||
| Mera. | Edscha Automotive Hauzenberg, GmbH | Director | YES |
| Mr. Francisco José Riberas | Edscha Automotive Hengersberg, GmbH | Joint and Several | |
| Mera. | Director | YES | |
| Mr. Francisco José Riberas | Edscha Automotive Italia, S.R.L | ||
| Mera. | Chairman | YES | |
| Mr. Francisco José Riberas Mera. |
Edscha Automotive Kamenice, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco José Riberas | |||
| Mera. | Edscha Automotive Michigan, INC. | Sole Director | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Edscha Automotive SLP, S.A.P.I. DE C.V. | Chairman | YES |
| Mr. Francisco José Riberas | Edscha Automotive SLP Servicios Laborales, | ||
| Mera. | S.A.P.I. DE C.V. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Edscha North America Technologies, LLC | Sole Director | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Edscha Briey, S.A.S. | Chairman | YES |
| Mr. Francisco José Riberas | Representative | ||
| Mera. | Edscha Burgos, S.A. | (natural person) of YES |
| sole director (legal | |||
|---|---|---|---|
| person) | |||
| Mr. Francisco José Riberas Mera. |
Edscha Engineering France, S.A.S. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Edscha Engineering, GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Hauzenberg Real Estate, GmbH & Co KGJoint and Several | Director | YES |
| Mr. Francisco José Riberas Mera. |
Edscha Hengersberg Real Estate, GmbH & Co KG |
Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Holding, GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Hradec, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Kunststofftechnik, GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Santander, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Edscha Velky Meder, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp 2008, S.L. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Finance Slovakia, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Almussafes Mantenimiento de Troqueles, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Palau, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Automotive India, Private Limited | Board Member | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Holding Mexico, S.L | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Holding Argentina, S.L | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Autocomponents Dongguan, Co. Ltd | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Autocomponents Kunshan, Co. Ltd | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Abrera, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Aguas Calientes, S.A. de C.V. | Chairman/CEO | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Alabama, LLC | Sole director | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Aragón, S.A. | Representative (natural person) of sole director (legal YES |
| person) | |||
|---|---|---|---|
| Mr. Francisco José Riberas | Gestamp Aveiro- Industria e acessorios de | ||
| Mera. | Automoveis, S.A. | Chairman | YES |
| Representative | |||
| Mr. Francisco José Riberas | (natural person) of | ||
| Mera. | Gestamp Bizkaia, S.A. | sole director (legal | |
| person) | YES | ||
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Cartera de Mexico, S.A. de C.V. | Chairman/CEO | YES |
| Mr. Francisco José Riberas | Gestamp Cerveira, Lda | ||
| Mera. | Board Member | YES | |
| Mr. Francisco José Riberas | Gestamp Chattanooga, LLC | ||
| Mera. | Sole director | YES | |
| Representative | |||
| Mr. Francisco José Riberas | Gestamp Esmar, S.A. | (natural person) of | |
| Mera. | sole director (legal | ||
| person) | YES | ||
| Mr. Francisco José Riberas | Gestamp Finance Slovakia, s.r.o. | ||
| Mera. | Board Member | YES | |
| Representative | |||
| Mr. Francisco José Riberas | Gestamp Global Tooling, S.L. | (natural person) of | |
| Mera. | sole director (legal | ||
| person) | YES | ||
| Mr. Francisco José Riberas | Gestamp Griwe Haynrode, GmbH | Joint and Several | |
| Mera. | Director | YES | |
| Mr. Francisco José Riberas Mera. |
Gestamp Griwe Westerburg, GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Hardtech, A.B. | Sole director | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Holding China, A.B. | Board Member | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Holding Rusia, S.L. | Chairman | YES |
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Hungária Kft | Sole Director | YES |
| Representative | |||
| Mr. Francisco José Riberas | (natural person) of | ||
| Mera. | Gestamp Ingeniería Europa Sur, S.L. | sole director (legal | YES |
| person) | |||
| Mr. Francisco José Riberas | |||
| Mera. | Gestamp Kartek Corp. | Chairman | YES |
| Representative | |||
| Mr. Francisco José Riberas | (natural person) of | ||
| Mera. | Gestamp Levante, S.A. | sole director (legal | YES |
| person) | |||
| Representative | |||
| Mr. Francisco José Riberas | (natural person) of | ||
| Mera. | Gestamp Linares, S.A. | sole director (legal | YES |
| person) | |||
| Mr. Francisco José Riberas | Gestamp Louny S.R.O. | Sole Director | YES |
| Mera. | |||
| Representative | |||
| Mr. Francisco José Riberas | Gestamp Manufacturing Autochasis, S.L | (natural person) of | YES |
| Mera. | sole director (legal | ||
| person) |
| Mr. Francisco José Riberas Mera. |
Gestamp Mason, LLC | Sole Director | YES |
|---|---|---|---|
| Mr. Francisco José Riberas Mera. |
Gestamp Metalbages, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Mexicana de Servicios Laborales, S.A. De C.V. |
Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Mexicana de Servicios Laborales II, S.A. De C.V. |
Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Navarra, S.A. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp North America, Inc. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp North Europe Services, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| 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/Chairma n |
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. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Solblank Navarra, S.L.U. | Representative (natural person) of sole director (legal person) |
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. | Representative (natural person) of sole director (legal person) |
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/CEO | YES |
| 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 person) of Managing Director/Chairma n (legal person) |
YES |
| 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/Chairma n |
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/Chairma n |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Metal Forming (Wuhan) Ltd. | Managing Director/Chairma n |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Prisma, S.A.S. | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Tallent Limited | Managing Director/Chairma n |
YES |
| Mr. Francisco José Riberas Mera. |
Beyçelik Gestamp Şasi Otomotiv | Vice-chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Wroclaw Sp.Z.O.O. | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Sofedit S.A.S. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Ingeniería Global Metalbages, S.A.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Loire, S.A.F.E. | Representative (natural person) of YES |
| Managing Director/Chairma n (legal person) |
|||
|---|---|---|---|
| Mr. Francisco José Riberas Mera. |
MPO Prodivers Rezistent, Srl | Board Member | NO |
| Mr. Francisco José Riberas Mera. |
Çelik Form Gestamp Otomotiv, A.S. | Chairman | 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 sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Metalbages Aragón P21, S.L.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Mexicana de Servicios Laborales S.A. De C.V. | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Societe Civile Inmobilière De Tournan | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Pune Automotive Private Limited | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Todlem, S.L. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Try Out Services, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Mursolar 21, S.L. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp 2017, S.L.U. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Technology Institute, S.L. | Representative (natural person) of sole director (legal person) |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Tooling Engineering Deutschland GmbH |
Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Umformtechnik GmbH | Joint and Several Director |
YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Chattanooga II, LLC | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Autotech Engineering R&D USA, Inc. | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Edscha Automotive Slp, S.A.P.I. De C.V. | Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Edscha Automotive Slp Servicios Laborales, S.A.P.I. De C.V. |
Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Auto Components (Wuhan) Co., Ltd. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Auto Components (Chongqing) Co., Ltd. Chairman | YES | |
|---|---|---|---|
| Mr. Francisco José Riberas Mera. |
Gestamp Auto Components (Shenyang) Co., Ltd. Chairman | YES | |
| Mr. Francisco José Riberas Mera. |
Gestamp Nitra, S.R.O. | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp San Luis Potosí, S.A.P.I. De C.V | Chairman/CEO | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp San Luis Potosí Servicios Laborales, S.A.P.I. De C.V. |
Chairman | NO |
| Mr. Francisco José Riberas Mera. |
Gestamp Washtenaw, LLC | Sole Director | YES |
| Mr. Francisco José Riberas Mera. |
Autotech Engineering (Shanghai) Co., Ltd. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Hot Stamping Japan Co., Ltd. | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp (China) Holding Co., Ltd | Chairman | YES |
| Mr. Francisco José Riberas Mera. |
Gestamp Autotech Japan K.K | Board Member | YES |
| Mr. Francisco José Riberas Mera. |
Reparaciones Industriales Zaldibar, S.L. | Representative (natural person) of sole director (legal person) |
|
| Mr. Francisco López Peña | Autotech Engineering Spain, S.L. | Secretary | NO |
| Mr. Francisco López Peña | Autotech Engineering France, S.A.S. | Board Member | NO |
| Mr. Francisco López Peña | Beyçelik Gestamp Otomotiv Sanayi Anonim Sirketi |
Board Member | NO |
| Mr. Francisco López Peña | Edscha Automotive Hauzenberg, GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Automotive Hengersberg, GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Automotive Italia, S.R.L | Board Member | NO |
| Mr. Francisco López Peña | Edscha Automotive Kamenice, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Engineering France, S.A.S | Board Member | YES |
| Mr. Francisco López Peña | Edscha Engineering, GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Hauzenberg Real Estate, GmbH & Co KGJoint and Several | Director | YES |
| Mr. Francisco López Peña | Edscha Hengersberg Real Estate, Gmbh & Co KGJoint and Several | Director | YES |
| Mr. Francisco López Peña | Edscha Holding, GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Hradec, S.R.O. | Joint and Several Director |
NO |
| Mr. Francisco López Peña | Edscha Kunststofftechnik, Gmbh | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Edscha Velky Meder, S.R.O. | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Gestamp 2008, S.L. | Board Member | NO |
|---|---|---|---|
| Mr. Francisco López Peña | Gestamp Autotech Japan K.K | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Finance Slovakia, S.R.O. | Board Member | YES |
| Mr. Francisco López Peña | Gestamp Automotive India, Private Limited | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Holding Mexico, S.L | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Holding Argentina, S.L | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Autocomponents Dongguan, Co. Ltd | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Autocomponents Kunshan, Co. Ltd | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Auto Components (Shenyang) Co., Ltd. Board Member | NO | |
| Mr. Francisco López Peña | Gestamp Auto Components (Tianjin) Co., Ltd. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Auto Components Sales (Tianjin) Co., | ||
| Mr. Francisco López Peña | Ltd. Gestamp Auto Components (Beijing) Co., |
Chairman | YES |
| Mr. Francisco López Peña | Gestamp Aguas Calientes, S.A. De C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Aveiro- Industria E Acessorios De | Vice-chairman | NO |
| Automoveis, S.A. | Board Member | NO | |
| Mr. Francisco López Peña | Gestamp Cartera De Mexico, S.A. De C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Cerveira, Lda | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Holding China, Ab | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Holding Rusia, S.L. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Kartek Corp. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Mexicana de Servicios Laborales, S.A. De C.V. |
Vice-chairman | NO |
| Mr. Francisco López Peña | MPO Prodivers Rezistent, Srl | Board Member | NO |
| Mr. Francisco López Peña | Çelik Form Gestamp Otomotiv, A.S. | Board Member | NO |
| Mr. Francisco López Peña | Beyçelik Gestamp Teknoloji Ve Kalip Sanayi Anonim Şirketi |
Board Member | NO |
| Mr. Francisco López Peña | Gestamp Mexicana de Servicios Laborales II, S.A. De C.V. |
Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp North America, Inc. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Noury S.A.S | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Puebla II, S.A. De C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Puebla S.A. De C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Ronchamp, S.A.S. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Servicios Laborales de Toluca S.A. de C.V |
Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Automotive Chennai Private Limited | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Toluca S.A. de C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Vendas Novas Unipessoal, Lda | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Metal Forming (Wuhan) Ltd. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Tallent Limited | Board Member | NO |
| Mr. Francisco López Peña | Sofedit S.A.S. | Board Member | NO |
|---|---|---|---|
| Mr. Francisco López Peña | GMF Holding GmbH | Joint and Several Director |
YES |
| Mr. Francisco López Peña | Beyçelik Gestamp Şasi Otomotiv | Board Member | NO |
| Mr. Francisco López Peña | Mexicana de Servicios Laborales S.A. de C.V. | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Pune Automotive Private Limited | Board Member | NO |
| Mr. Francisco López Peña | Todlem, S.L | Board Member | NO |
| Mr. Francisco López Peña | Mursolar 21, S.L | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Auto Components (Wuhan) Co., Ltd. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp Auto Components (Chongqing) Co., Ltd. Board Member | NO | |
| Mr. Francisco López Peña | Gestamp San Luis Potosí, S.A.P.I. De C.V | Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp San Luis Potosí Servicios Laborales, S.A.P.I. De C.V. |
Vice-chairman | NO |
| Mr. Francisco López Peña | Gestamp Hot Stamping Japan Co., Ltd. | Board Member | NO |
| Mr. Francisco López Peña | Gestamp (China) Holding Co., Ltd | Board Member | NO |
| Mr. Juan María Riberas Mera Beyçelik Gestamp Otomotiv Sanayi Anonim Sirketi |
Board Member | NO | |
| Mr. Juan María Riberas Mera CP Projects Limited (without activity) | Board Member | YES | |
| Mr. Juan María Riberas Mera Gestamp Automotive India, Private Limited | Board Member | NO | |
| Mr. Juan María Riberas Mera Gestamp Holding Mexico, S.L | Board Member | NO | |
| Mr. Juan María Riberas Mera Gestamp Mexicana de Servicios Laborales, S.A. de C.V. |
Secretary | NO | |
| Mr. Juan María Riberas Mera Gestamp Holding Argentina, S.L. | Board Member | NO | |
| Mr. Juan María Riberas Mera Gestamp Holding Rusia, S.L. | Board Member | NO | |
| Mr. Juan María Riberas Mera Gestamp North America, Inc. | Board Member | NO | |
| Mr. Juan María Riberas Mera Todlem, S.L | Secretary | NO | |
| Mr. Tomofumi Osaki | Gestamp Holding Mexico, S.L. | Board Member | NO |
| Mr. Tomofumi Osaki | Gestamp Holding Argentina, S.L. | Board Member | NO |
| Mr. Tomofumi Osaki | Gestamp North America, Inc. | Board Member | NO |
| Mr. Shinichi Hori | Gestamp North America, Inc. | Board Member | NO |
| Mr. Shinichi Hori | Gestamp Holding Argentina, S.L. | Board Member | NO |
| Mr. Shinichi Hori | Gestamp Holding Mexico, S.L. | Board Member | NO |
C.1.11 Identify, where applicable, the directors or representatives of legal entity directors of your company, who are members of the board of directors or representatives of legal entity directors of other companies listed on official stock exchanges other than those of your group, that have been reported to the company:
| Individual or company name of | Name of listed company | Position |
|---|---|---|
| director | ||
| Ms. Ana García Fau | Merlin Properties Socimi, | Board Member |
| S.A. | ||
| Technicolor, S.A. | Board Member | |
| Eutelsat Communications, | Board Member | |
| S.A. | ||
| Mr. Francisco José Riberas Mera CIE Automotive, S.A. | Board Member | |
| Global Dominion Access, | Board Member | |
| S.A. | ||
| Telefónica, S.A. | Board Member | |
| Mr. Juan María Riberas Mera | CIE Automotive, S.A. | Board Member |
| Mr. Pedro Sainz de Baranda | Zardoya Otis, S.A. | Board Member |
| Riva | Naturgy Energy Group, | Board Member |
| S.A. | ||
| Mr. Gonzalo Urquijo Fernández | Abengoa, S.A. | Chairman |
| de Araoz | Vocento, S.A. | Board Member |
Yes ☒ No □
Pursuant to the provisions under Article 17 of the Regulations of the Board of Directors, natural persons who represent a legal entity Director and natural persons or legal entities who hold the position of director of more than eight (8) companies, of which, at most, four (4) have their shares admitted to trade on national or foreign stock exchanges, may not be directors. For that purpose, positions held in assetholding companies shall be excluded from the count and companies belonging to the same group are to be considered as one company.
C.1.13 State the amounts of the following items relating to the overall remuneration of the Board of Directors:
| Remuneration accrued in the year by the board of directors | 2,538 |
|---|---|
| (thousands of euros) | |
| Amount of pension rights accumulated by the current directors | 0 |
| (thousands of euros) | |
| Amount of pension rights accumulated by former directors | 0 |
| (thousands of euros) | |
Remarks
C.1.14 Identify the members of the company's senior management who are not executive directors and state the total remuneration accrued by them during the financial year:
| Individual or company name | Position/s: |
|---|---|
| Mr. Mario Eikelmann | Manager of the Chassis Business Unit |
| and Sales Director of BIW | |
| Mr. Fernando Macias Mendizabal | Manager of South Europe Division |
| Mr. Manuel López Grandela | Manager of the Mercosur Division |
| Mr. Juan Miguel Barrenechea Izarzugaza | Manager of the North America |
| Division | |
| Mr. Kevin Stobbs | Manager of the Asia Division |
| Mr. Torsten Greiner | Manager of the Business Mechanism |
| Unite (Edscha) | |
| Mr. Manuel de la Flor Riberas | General Manager of Human Resources |
| and Organisation | |
| Mr. David Vázquez Pascual | General Manager of Legal, Tax and |
| Corporate Governance | |
| Mr. Miguel Escrig Meliá | Chief Financial Officer |
Total senior management remuneration (in thousands of euros) 5,011
Remarks The total remuneration figure for Senior Management also includes the remuneration paid to Mr. Unai Agirre Mandaluniz and to Ms. María José Armendariz Tellitu, who ceased to be members of the Company's Management Committee during the year in question.
C.1.15 State whether or not the regulations of the board have been amended during the financial year:
Yes □ No ☒
Description of amendments
C.1.16 State the procedures for the selection, appointment, re-election and removal of directors. Describe the competent bodies, procedures to be followed and the criteria to be used in each procedure.
The 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 Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors. The analysis will be undertaken by the Board of Directors, with advice from the Appointments and Remuneration 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.
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 co-option.
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.
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 (as stated in section C.1.19 of this report). 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.1.17 Explain the extent to which the annual assessment of the board has led to significant changes in its internal organisation and the procedures applicable to its activities:
Pursuant to Article 36 of the Regulations of the Company's Board of Directors, the Board shall devote the first of its meetings of the year to evaluating its own functioning in the previous year and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also 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.
In this regard, the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors, began the coordination of the annual evaluation of the Board of Directors at its meeting on 22 October 2018, the results and action plan of which were addressed by the Board of Directors at its first meeting in 2019. In this respect, the action plan approved by the Board of Directors in relation to the result of the evaluation corresponding to financial year 2018 includes some recommendations to be carried out in 2019, some of which imply changes in the internal organisation and procedures applicable to its activities. Therefore, an indicative deadline has been officially set for the distribution of the documentation required to prepare the meetings of the Board of Directors, methods permitting the attendance of Directors who, exceptionally, cannot attend in person will be improved and the fulfilment of the diversity principle stated in the Selection Policy of the Board of Directors and the Guidelines for the knowledge, skills, diversity and experience required on the Board of Directors will be monitored by the Nomination and Compensation Committee.
Describe the evaluation process and the areas evaluated by the board of directors assisted, where appropriate, by an external consultant, regarding the operation and composition of the board and its committees and any other area or aspect that has been subject to evaluation.
The evaluation process of the Company's Board of Directors began on 22 October 2018 and was coordinated by the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors. To this end, the Nomination and Compensation Committee approved an evaluation form that was provided to all the Company's Directors so that they could submit it completed within a specified period of time. The areas evaluated were as follows:
On 17 December 2018, the results of their evaluation were submitted to the Nomination and Compensation Committee, as well as those regarding the evaluation of the Board of Directors, the Chairman of the Board of Directors and the CEO. On the same date, the evaluation results were submitted to the Audit Committee. After analysing the results, each of the Committees issued a report on the evaluation. In addition, the Nomination and Compensation Committee has approved an action plan to be presented at the first meeting of the Board of Directors in 2019 together with the reports issued by each of the Committees, in line with the provisions of Article 36 of the Board of Directors' Regulations.
C.1.18 For any years where the evaluation was assisted by an external consultant, list the business relationships between the consultant or any company in their group and the company or any company of its group.
Not applicable since the evaluation was not carried out with the help of an external consultant.
C.1.19 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:
$$\mathbf{\color{red}{Yes}}\Box\qquad\qquad\qquad\qquad\mathbf{\color{red}{No}\boxtimes}\Box$$
If so, describe the differences.
C.1.21 Explain whether or not there are specific requirements, other than the requirements relating to directors, to be appointed chairman of the board of directors.
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.1.22 State whether or not the articles of association or the regulations of the board set forth any age limit for directors:
Yes □ No ☒
| Age limit | |
|---|---|
| Chairman | |
| CEO | |
| Board Member | |
| Additional requirements and / or maximum number of terms | 8 | |
|---|---|---|
| ---------------------------------------------------------- | --- | -- |
C.1.24 State whether or not the articles of association or the regulations of the Board set out any specific rules for proxy-voting by means of other directors at meetings of the board of directors, the manner of doing so, and especially the maximum number of proxies that a director may hold, as well as whether or not any restriction has been established regarding the categories of directors to whom proxies may be granted beyond the restrictions imposed by law. If so, briefly describe such rules.
Pursuant to Article 19 of the Articles of Association and Article 36 of the Regulations of the Board of Directors, in the event that the directors cannot attend sessions of the Board of Directors in person, they may delegate their vote to another Director, together with the appropriate instructions, by means of a letter addressed to the Chairman.
In this 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.
Non-Executive Directors may only delegate their representation to another non-Executive Director.
C.1.25 State the number of meetings that the board of directors has held during the financial year. In addition, specify the number of times the board has met, if any, at which the chairman was not in attendance. Proxies granted with specific instructions shall be counted as attendance.
| Number of meetings of the board | 7 |
|---|---|
| Number of meetings of the board at which the chairperson | 0 |
| was not in attendance |
Remarks
State the number of meetings held by the coordinating director with the other directors, without the attendance or representation of any executive director:
| Number of meetings | 0 | |
|---|---|---|
| Remarks |
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 | 8 |
| Number of meetings of the Appointments and Remuneration Committee |
5 |
| 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.1.26 State the number of meetings that the board of directors has held during the financial year and the data regarding member attendance:
| Number of meetings attended in person by at least 80% of the directors |
7 |
|---|---|
| % personal attendance out of total votes during the financial year | 96.42% |
| Number of meetings attended in person, or by representatives with specific instructions, by all directors |
7 |
| % votes cast with personal attendance and representatives with specific instructions, out of the total votes during the financial |
100% |
| year |
C.1.27 State whether or not the annual individual accounts and the annual consolidated accounts that are submitted to the board for approval are previously certified:
Yes ☒ No ☐
Identify, where applicable, the person(s) that has(have) certified the individual and consolidated financial statements of the company for preparation by the board:
| Name | Position |
|---|---|
| Mr. Francisco López Peña | Member of the Board of Directors |
| and CEO of the Company. |
| Remarks |
|---|
| In accordance with Article 11.1 of the Regulations of the Company's Board |
| of Directors, the Company's individual and consolidated financial |
| statements are previously certified regarding their completeness and |
| accuracy by the Company's Chief Financial Officer, with the approval of the |
| Chairman. In this regard, the individual and consolidated financial |
| statements for financial year 2017, prepared by the Board of Directors on 26 |
| February 2018, were previously certified by Mr. Francisco López Peña, |
| current CEO of the Company, who at that time held the position of Chief |
| Financial Officer of the Group. |
C.1.28 Explain the mechanisms, if any, adopted by the board of directors to avoid any qualifications in the audit report on the individual and consolidated financial statements 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, during the year the Audit Committee has held meetings with
the external auditor without the presence of the Management to ensure the auditing process of the individual and consolidated financial statements is undertaken correctly.
C.1.29 Is the secretary of the board a director?
Yes □ No ☒
| If the secretary is not a director, complete the following table: Individual or company name of the secretary |
Representative |
|---|---|
| Mr. David Vázquez Pascual | N/A |
| Remarks |
C.1.30 State the specific mechanisms established by the company to preserve the independence of the external auditors and also the mechanisms, if any, to preserve the independence of financial analysts, investment banks and rating agencies, including how the legal provisions have been implemented in practice.
The Company has established diverse mechanisms aimed at preserving the necessary independence of the auditor. Among them is one of the fundamental competencies of the Audit Committee (exclusively comprised by non-Executive directors, who were appointed based on their knowledge and experience in accounting, auditing 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 Regulations of the Board of Directors establishes that the Audit Committee is entrusted with the following duties:
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:
Also, in compliance with the recommendations set out in Technical Guide 3/2017 of the National Securities Market Commission on audit committees of public interest entities, the Audit Committee, in its meeting on 28 June 2018, approved the Policy for the approval of services by the external auditor other than the auditing of the Company's financial statements which is intended as a series of criteria and procedures for the approval of non-prohibited services other than the auditing of financial statements provided by the external auditor.
In relation to the mechanisms established to preserve the independence of financial analysts, investment banks and rating agencies, on 17 December 2018, Board of Directors of the Company approved the Policy on Communication and Contact with Shareholders, Investors and Voting Advisors which (i) establishes the basic principles that are to govern the Company's communication and contacts with its shareholders, institutional investors, voting advisors and other stakeholders, such as intermediary financial institutions, managers and depositories of the Company's shares, financial analysts, regulatory and supervisory bodies, rating agencies, information agencies and such like, and (ii) defines the communication channels that the Company makes available to them to maintain communication that is efficient, transparent and ongoing.
Furthermore, the Company has an Investor Relations Department which continuously deals with queries and recommendations from analysts and investors, rating agencies, bondholders, as well as those made by socially responsible investors (SRI). A telephone number and email address have been set up for such purpose.
C.1.31 State whether or not the Company has changed the external auditor during the financial year. If so, identify the incoming and the outgoing auditor:
| Outgoing auditor | Incoming auditor |
|---|---|
If there has been any disagreement with the outgoing auditor, provide an explanation:
Yes □ No □
| Description of the disagreement | ||
|---|---|---|
C.1.32 State whether or not the audit firm performs other non-audit work for the company and/or its group. If so, state the amount of the fees paid for such work and the percentage they represent of the aggregate fees charged to the company and/or its group:
$$\mathbf{\color{red}{Yes}} \boxtimes \qquad\qquad\qquad\mathbf{\color{red}{No}} \boxtimes$$
| Company | Companies of the Group |
Total | |
|---|---|---|---|
| Amount of other non-audit work (thousands of euros) |
124 | 870 | 994 |
| Amount of non-audit work / Amount of audit work (in %) |
16% | 21% | 20% |
The total amount of the audit work for the Company amounts to 4,878 thousands of euros and includes fees related to (i) the legal audit of the individual and consolidated annual financial statements of the Group (ii) the limited review of the Financial Report for the first 6 months of 2018, (iii) the issuance of a comfort letter on the bond issuance which is traded on the Euro MTF market of the Luxembourg Stock Exchange, (iv) the review of the nonfinancial information of the consolidated management report for the year 2018 and (v) some ratio reports.
C.1.33 State whether the audit report on the financial statements for the prior financial year has observations or qualifications. If so, state the reasons given to the general meeting by the chairperson of the audit committee to explain the content and scope of such observations or qualifications.
Yes □ No ☒
| Explanation of reasons | |
|---|---|
| ------------------------ | -- |
C.1.34 State the consecutive number of years for which the current audit firm has been auditing the financial statements of the company and/or its group. In addition, state the percentage represented by such number of financial years audited by the current audit firm with respect to the total number of financial years in which the statements have been audited:
| Individual | Consolidated | |
|---|---|---|
| Number of continuous financial years | 20 | 17 |
| Individual | Consolidated | |
|---|---|---|
| Number of years audited by the current audit | 95% | 100% |
| firm / Number of years that the company or its | ||
| group has been audited (%) |
| Remarks |
|---|
C.1.35 State whether or not there is any procedure for directors to obtain in good time the information required to prepare for meetings of management-level decision-making bodies and, if so, describe it:
| Describe the procedure |
|---|
As set out in Article 36 of the Regulations of the Board of Directors, annual meetings of the Board of Directors shall be convened with at least five (5) days' notice before the meeting is to be held. However, normally the sessions of the Board of Directors of the Company are called with a more extensive time margin than that stated in the Regulations of the Board of Directors.
The agenda of the session, the date and place will always be included in the call of each meeting. The relevant documentation required so that the members of the Board can formulate their opinion and, if appropriate, cast their vote regarding the matters submitted for their consideration, is to be made available as soon as possible.
In this regard, in accordance with the provisions of Articles 19 of the Articles of Association and 30 and 34 of the Regulations of the Board of Directors, the person responsible for ensuring that the Directors receive all the necessary information in sufficient time and in the appropriate format is the Chairman of the Board of Directors, with the collaboration of the Secretary.
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 addition, Article 27 of the Regulations of the Board of Directors grants Directors the power to study the documentation deemed necessary, contact the heads of the departments affected and visit the corresponding facilities. For that purpose, the request 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.1.36 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 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.1.37 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 Spanish Companies Act:
Yes □ No ☒
| Name of director | Criminal case | Remarks |
|---|---|---|
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 those that it plans to take.
| Yes □ | No □ |
|---|---|
| Decision made / action taken | Duly substantiated explanation |
|---|---|
C.1.38 Describe any significant agreements entered into by the company that take effect, are amended, or terminate in the event of a change in control of the company as a result of a takeover bid, and the effects thereof.
C.1.39 Identify, on an individual basis in reference to directors, and on an aggregate basis for all other cases, and provide a detailed description of the agreements between the company and its management level and decision-making positions or employees that provide for compensation, guarantee or "golden parachute" clauses upon resignation or termination without cause, or if the contractual relationship is terminated as a result of a takeover bid or other type of transaction.
Number of beneficiaries: 1
Type of beneficiary:
Senior Management
A member of Senior Management in the Company is to receive a 12-month notice period in the event that 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.
Type of beneficiary:
CEO (Mr. Francisco López Peña) Description of agreement:
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.
Type of beneficiary:
CEO (Mr. Francisco Riberas Mera)
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, beyond the cases set out in the regulations, such agreements have to be reported and/or approved by the decision-making bodies of the company or its group. If so, specify the procedures, cases set out and the nature of the decision-making bodies responsible for approving or reporting them:
| Board of directors | General Shareholders' Meeting |
|
|---|---|---|
| Decision-making body approving the provisions |
Yes | No |
| Y E S |
NO | |
|---|---|---|
| Is the General Shareholders' Meeting informed of such provisions? |
x |
| Remarks |
|---|
C.2.1 Describe all of the committees of the board of directors, the members thereof, and the proportion of executive, proprietary, independent, and other external directors of which they are comprised:
| Name | Position | Category |
|---|---|---|
| % executive directors | |
|---|---|
| % proprietary directors | |
| % independent directors | |
| % other external |
| Remarks | |
|---|---|
Explain the functions delegated or attributed to this committee other than those already described in section C.1.10, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| Mr. Javier Rodríguez | Chairman | Independent |
| Pellitero | ||
| Mr. Juan María Riberas | Member | Proprietary |
| Mera | ||
| Ms. Ana García Fau | Member | Independent |
| % proprietary directors | 33.33% |
|---|---|
| % independent directors | 66.67% |
| % other external | 0% |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of the Audit Committee are set out in Article 20 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. Furthermore, Article 20 of the Articles of Association and Article 40 of the Regulations of the Board of Directors regulate the functions of the Audit Committee. For further information, see note included in Section H.
In relation to the activities carried out by the Audit Committee and how each of its functions has effectively been performed in financial year 2018, it will draw up an activity report which, as established in Article 39 of the Regulations of the Board of Directors, shall be submitted for approval to the Board of Directors and published on the website whenever the General Shareholders' Meeting is held. The activities carried out by the Audit Committee during 2018 include, among others:
Auditor other than Auditing and the mandatory report on the independence of the external auditor;
Identify any directors who are members of the audit committee and who have been appointed taking into account their knowledge and experience in the areas of accounting, auditing, or both, and report the date of appointment of the Chairperson of this committee.
| Name of directors with experience Ms. Ana García Fau | |
|---|---|
| Mr. Javier Rodríguez Pellitero | |
| Mr. Juan María Riberas Mera | |
| Date of appointment of the current chairperson |
24/03/2017 |
Remarks
| Name | Position | Category |
|---|---|---|
| Mr. Alberto Rodríguez | Chairman | Independent |
| Fraile Díaz |
| Member Member |
Other external directors Independent |
|||
|---|---|---|---|---|
| 0% | ||||
| 66.67% | ||||
| 33.33% | ||||
| Remarks | ||||
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of the Nomination and Compensation Committee are set out in Article 21 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. Furthermore, Article 20 of the Articles of Association and Article 41 of the Regulations of the Board of Directors regulate the functions 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 and how each of its functions has effectively been performed in financial year 2018, it will draw up an activity report which, as established in Article 39 of the Regulations of the Board of Directors, shall be submitted for approval to the Board of Directors and published on the website whenever the General Shareholders' Meeting is held. The activities carried out by the Nomination and Compensation Committee during 2018 include, among others:
Committees and the CEO and, together with the Coordinating Director, the Chairman of the Board of Directors, and the preparation of the required reports for approval by the Board of Directors; and
the review and favourable report on the 2017 Annual Report on Directors' Remuneration approved in a consultative manner by the Annual General Meeting on 7 May 2018, and the review of the content of the 2017 Annual Corporate Governance Report in all sections within its remit.
| Name | Position | Category |
|---|---|---|
| % proprietary directors | |
|---|---|
| % independent directors | |
| % other external |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| % proprietary directors | |
|---|---|
| % independent directors | |
| % other external |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the
functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
| Name | Position | Category |
|---|---|---|
| % executive directors | |
|---|---|
| % proprietary directors | |
| % independent directors | |
| % other external |
Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.
C.2.2 Complete the following table with information on the number of female directors on the committees of the board of directors at the end of the last four financial years:
| Number of female directors |
||||
|---|---|---|---|---|
| Year t | Year t-1 | Year t-2 | Year t-3 | |
| Number % |
Number % |
Number % |
Number % |
|
| Executive Committee |
0 | 0 | 0 | 0 |
| Audit Committee |
1 (33.33%) |
1 (33.33%) |
0 | 0 |
| Appointments and remuneration committee |
0 (0%) |
0 (0%) |
0 | 0 |
| appointments committee |
0 | 0 | 0 | 0 |
| remunerati | 0 | 0 | 0 | 0 |
|---|---|---|---|---|
| on | ||||
| committee | ||||
| committee | 0 | 0 | 0 | 0 |
| Remarks |
C.2.3 State, where applicable, the existence of regulations of the board committees, where such regulations can be consulted, and any amendments made during the financial year. Also state if any annual report of the activities performed by each committee has been voluntarily prepared.
The Regulations of the Board of Directors thoroughly regulate the rules of composition and functioning, as well as the responsibilities of both the Audit Committee and the Nomination and Compensation Committee.
In favour of greater simplicity, avoiding duplications and aiming to facilitate comprehension and application, a comprehensive regulation integrated into the Regulations of the Board of Directors has been chosen as opposed to a specific regulation for each Committee.
Given that the Regulations of the Board of Directors were approved in 2017 including all of the requirements laid down by the legislation in force, 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.
D.1 Explain, where applicable, the procedure and competent bodies for approving related party and intragroup 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.
Moreover, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries. This agreement incorporates the general framework that regulates the relations of the Company and its subsidiaries, with its related parties, particularly the group of companies led by parent company Acek Desarrollo y Gestión Industrial, 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 III 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 relationship |
Type of transaction |
Amount (thousands of euros) |
|---|---|---|---|---|
| Acek Desarrollo | Acek Desarrollo | Contractual | Services | 6,617 |
| y Gestión | y Gestión | received | ||
| Industrial, S.L. | Industrial, S.L. | |||
| Acek Desarrollo | Acek Desarrollo | Contractual | Unpaid interest | 1,192 |
| y Gestión | y Gestión | due | ||
| Industrial, S.L. | Industrial, S.L. | |||
| Acek Desarrollo | Grupo Holding | Contractual | Purchase of | 1,365,057 |
| y Gestión | Gonvarri, S.L. | goods, whether | ||
| Industrial, S.L. | finished or not | |||
| Acek Desarrollo | Grupo Holding | Contractual | Sale of goods, | 40,157 |
| y Gestión | Gonvarri, S.L. | whether | ||
| Industrial, S.L. | finished or not | |||
| Acek Desarrollo | Grupo Holding | Contractual | Services | 19,002 |
| y Gestión | Gonvarri, S.L. | received | ||
| Industrial, S.L. |
| Acek Desarrollo | Grupo Holding | Contractual | Services | 2,005 |
|---|---|---|---|---|
| y Gestión | Gonvarri, S.L. | rendered | ||
| Industrial, S.L. | ||||
| Acek Desarrollo | Grupo Holding | Contractual | Unpaid interest | 1,296 |
| y Gestión | Gonvarri, S.L | due | ||
| Industrial, S.L. | ||||
| Acek Desarrollo | Grupo | Contractual | Sale of goods, | 225,746 |
| y Gestión | Sideacero, S.L. | whether | ||
| Industrial, S.L. | finished or not | |||
| Acek Desarrollo | Inmobiliaria | Contractual | Services | 2,252 |
| y Gestión | Acek, S.L. | received | ||
| Industrial, S.L. | ||||
| Acek Desarrollo | Air Executive, | Contractual | Services | 320 |
| y Gestión | S.L. | received | ||
| Industrial, S.L. | ||||
| Individual or | Individual or | Relation | Nature of the | Amount |
|---|---|---|---|---|
| company name | company name | transaction | (thousands of | |
| of the directors | of related party | euros) | ||
| or | ||||
| officers | ||||
| Mr. Francisco | N/A | Loan | Financing | 3,000 |
| López Peña | agreements: | |||
| Loans. |
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 carried out with entities established in countries or territories considered to be tax havens:
| Name of entity within | Brief description of | Amount (thousands |
|---|---|---|
| the group | transaction | of euros) |
D.5 Give details of any significant transactions carried out between the company or entities in its group and other related parties that have not been disclosed under the previous headings.
| Company name of | Brief description of | Amount (thousands of |
|---|---|---|
| related party | transaction | euros) |

D.6 Describe the mechanisms used to detect, determine, and resolve potential conflicts of interest between the company and/or its group, and its directors, executives, or significant shareholders.
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. In this sense, on the occasion of the preparation of the annual accounts and the financial information for the first six months of the year, Directors must complete a form in which they state the existence of any conflict of interest between them and the Company.
Furthermore, Articles 21, 24, 25 and 26 of the Regulations the Board of Directors govern the duties of the directors as regards their abstention duty, 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.
With regard to the Senior Management, as stated in the Internal Code of Conduct in the Securities' Markets of the Company, they must act with loyalty, refrain from intervening or influencing in the decision making on those matters where they are conflicted, and not to access confidential information related to such conflict.
D.7 Is more than one company of the group listed in Spain?
Yes □ No ☒
Identify the subsidiaries listed in Spain and their relationship with the company:
Identity and relationship with other listed companies in the group
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
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, regarding 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 targets set.
In this regard, the Group has a Comprehensive Risk Management System (hereinafter SIGR) at corporate level that identifies, monitors and responds to the different types of financial and non-financial risks to which the Group is exposed, including within the category of financial or economic risks, those related to tax, contingent liabilities and other off-balance risks.
This SIGR, which the Group continued to develop and evolve in 2018, is based on the COSO ERM—Enterprise Risk Management—model (a systematic and detailed approach that helps identify occurrences, evaluate, prioritise and respond to risks related to achieving business objectives), and in the good practices referred to in the Code of Good Governance for Listed Companies and in Technical Guide 3/2017 on Audit Committees of Public Interest Entities.
In order to facilitate and promote effective, comprehensive and uniform management, the Group established 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 an intrinsic part of the organisation's decision-making processes in terms of both the governance and administrative bodies and the management of operations. The policy 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 has a Corporate 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 preventing or, in the event of occurrence, minimising them. During the 2018 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 and informed manner.
Furthermore, on 19 November 2018, the Operational Risk Committee (hereinafter, "CRO") approved the SIGR Corporate Procedure, which establishes the basic guidelines for the identification, assessment, management, response and reporting of risks of a different nature from each of the organisational areas.
It should be noted that in addition to corporate risk management, each of the Group's areas carries out more fragmented risk management through its corresponding managers. The work carried out by these managers is included in the Corporate Risk Map through the involvement of the members of the CRO, which is made up of toplevel executives, representatives of the Group's Divisions, Business Units and Corporate Departments.
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.
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 SIGR targets, providing shareholders, other stakeholders and the general market with an adequate level of guarantee that protects generated value.
Although the SIGR is a process that affects and involves all of the Group's personnel, in accordance with the SIGR Policy approved by the Board of Directors, those entrusted with ensuring its smooth running and its functions are the following:
The Board of Directors.
It is responsible for approving the 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.
In addition to other committees set up at the level of the different organisational units to monitor specific risks (such as, among others, those associated with project management, information systems and regulatory compliance, including tax compliance); at corporate level there is the CRO and the Executive Risk Committee (CRE), made up of top-level executives, representatives of the Group's Divisions, Business Units and Corporate Departments. It is responsible for supporting the Board of Directors 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 remain at an acceptable level.
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.
In accordance with the rules governing the department, approved by the Audit Committee, the Internal Audit Department is responsible for coordinating the Group's risk management, among other things. The following key responsibilities have been set out in the SIGR Policy, in relation to such:
coordination with the Risk Committees and with those responsible for specific risk management for risk measurement processes, controls, action plans and procedures required to mitigate them.
Within the Group structure, Internal Audit and Risk Management Department 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 State the main risks, including tax risks and insofar as those arising from corruption are significant (the latter being understood under the scope of Royal Decree Law 18/2017), which may affect the achievement of the business objectives.
The Group defines risk as any potential event, internal or external, that may negatively affect the achievement of the objectives regarding the various Group processes and, therefore, the materialisation of the Group's strategic objectives, its methods or its reputation. Given the nature of the sector and the geographical areas in which the Group operates, the organisation is subject to various risks that could impede the attainment of its objectives and the successful execution of its strategies.
The process of identifying and assessing the risks affecting the Group mainly took into account the following risk factors, for which the Group has put in place monitoring and response plans and measures:
the long term. These include:
The risks associated with the criminal liability of legal entities, the impact of corruption in the different countries where the Group operates and unethical or irregular conduct are considered, among others. This category also includes risks arising from potential legislative and regulatory changes, and the Group's capacity to anticipate and ability to react such.
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 in the SIGR Policy, approved by the Company's Board of Directors, and sets out that all risks that jeopardise compliance with the Group's strategies and objectives are to be kept at an acceptable low risk level.
The members of the Operational Risk Committee (CRO) and the Executive Risk Committee (CRE) took part in updating the Corporate Risk Map in financial year 2018. The main objectives of this updating process were to identify possible emerging risks and to assess all of the risks in terms of impact, probability of occurrence and effectiveness of the controls established, in accordance with the assessment scales defined and which were updated in 2018 in order to adapt to the strategy and changes in our business environment and which will continue to be reviewed at least once a year for the same purpose. These assessment scales cover the different aspects of risk impact (financial, operational, regulatory framework and reputation) and entail suitable levels that allow for a standardised risk assessment. These scales reflect the Group's appetite and level of risk tolerance.
E.5 State what risks, including tax risks, have materialised during the financial year.
During the year, the risks inherent in Group's activity materialised at levels consistent with the Group's levels in the past and within acceptable impact limits. These risks include fluctuations in exchange rates due to the volatility of the currencies of emerging countries during the year, the impact of which has been reasonably mitigated.
The translation effect of the EBITDA into currencies different than those at an average exchange rate of 2018 entails a reduction of 70 EUR millions, comparing to average exchange rate of 2017. This has been softened by sale price adjustments in order to compensate currency devaluation. Also, there has been a negative impact amounting to 19 EUR millions because of the open positions in currencies different than those of each country.
In general, the SIGR, along with the policies and risk control and management systems that develop it, allow effective action to be taken on the risks and for suitable action plans to be drawn up, where necessary.
E.6 Explain the response and oversight plans for the entity's main risks, including tax risks, as well as the procedures followed by the company to ensure that the board of directors responds to any new challenges that arise.
The Group has defined a SIGR that entails organisation, procedures and resources, making it possible to identify, measure, assess, prioritise, and respond to risks to which the Group is exposed. In this regard, two risk 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 include the Group's Code of Conduct, the Whistleblowing Hotline, the Ethics Committee, which is responsible for the analysis and investigation of complaints received, and the Anti-Corruption and Fraud Policy, along with other mechanisms broadly defined in the SIGR Policy, as part of the responsibilities of the SIGR's constituent bodies which are set out in point E.2 above:
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 ensure that operational activities carried out are aligned with the Group's aims and targets.
In this sense, the Group currently has various organisational units or departments that analyse, continuously monitor and provide a response in various areas specialised in risk management, including: Internal control over financial information, Human Resources, Regulatory Compliance, Insurance, Corporate Social Responsibility, Quality, Operations Control, Corporate Security, Information Systems, Occupational Hazards Prevention, Project Management, Communication, Commercial, Financial Management and Development of advanced equipment. These units and departments form part of the Group's SIGR and are represented on the Risk Committees.
Describe the mechanisms making up the risk control and management systems with respect to the process of issuing the entity's financial information (ICFRS).
Indicate at least the following, specifying the main features thereof:
F.1.1. What bodies and/or functions are responsible for: (i) the existence and maintenance of an adequate and effective internal control over financial reporting system (ICFRS); (ii) the implementation thereof; and (iii) oversight thereof.
The Board of Directors has the ultimate responsibility for the existence and maintenance of an adequate and effective Internal Control over Financial Reporting System (hereinafter ICFRS). For these purposes, the Regulations governing Gestamp's Board of Directors 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".
The Group has developed an ICFRS Policy, approved by the Board of Directors, 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); This Policy establishes that the Group's Financial Management (through the Internal Control Function) is responsible for the design, implementation and operation of the ICFRS. Within the scope of these functions, it must promote the importance of internal control in the different countries where the Group is present, starting with raising awareness of control requirements at all levels of the Group, all through ongoing support in its work both regarding determining documentation associated with the ICFRS, validating the design and effectiveness of the controls, and the implementation of the identified action plans.
The oversight of the ICFRS is the responsibility of the Audit Committee. 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 this end, the Audit Committee relies on the Internal Audit Department, which has rules regulating the task of overseeing the effective functioning of the internal control system.
The Group's Human Resources and Organisation Management and the Board of Directors through its Executive Chairman are in charge of defining and modifying the organisational structure of the Group at a high level, with the monitoring support by the Nomination and Compensation Committee. In addition, the different organisational units have the autonomy to develop and propose changes in their respective organisational structures using the criteria established by the abovementioned bodies. Any proposal for organisational change is communicated to the Group's Human Resources and Organisation Department in order to be validated and registered in the Human Resources Corporate System, the organisational management module SAP HCM and its contribution on the organisation charts published on the Company's intranet. These organisation charts graphically represent the relationships between the different Group departments.
For each role defined, the Human Resources and Organisation 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 Group companies that are production centres where there are quality certifications, the specific jobs are described in accordance with the tasks carried out by the different people in the team at each plant.
The ICFRS documentation includes a risk and control matrix where, individually for each control, both the responsible organisational structures and the owners of each of the controls have been identified in relation to the financial reporting process.
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 which sets out the standards of ethical conduct that the Group requires from all of its employees and which is available on the Group's website.
In 2018, the Code of Conduct was reviewed and updated to adapt it to the Group's current situation. The new version was drafted by the Ethics Committee, proposed by the Audit Committee and, finally, approved by the Board of Directors on 7 May 2018.
The main changes have been:
In 2018, replicating the action for the initial launch in 2011, the Group implemented a dissemination plan in relation to the new Code of Conduct among employees in all jurisdictions, who were also asked to confirm receipt of such. In addition, as part of the plan to welcome new Group employees, a copy of the Code of Conduct is provided and their adhesion is requested.
Regarding training, all Group employees 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 Company 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 face-to-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, Human Resources Managers identify whether it is necessary to implement a plan of action in relation to the Code of Conduct.
In relation to the financial information, there is a section in the Code on "Integrity towards our shareholders and business partners", which establishes that acting responsibly and with transparency goes hand in hand with protecting value. All employees create value for the shareholders when they put the company's interests first, when they ensure that business records are accurate and when they properly protect the company's resources, its information and assets. Furthermore, this section also includes a rule corresponding to "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 the Group. Therefore, an employee of the Group:
The Ethics Committee is the body responsible for analysing non-compliances of the Code of Conduct, studying complaints and proposing remedial actions and sanctions. Its duties and governance are set out in the Regulations of the Ethics Committee. Members of Senior Management and an external advisor make up the Committee and reports directly to the Board of Directors.
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 Group has two channels of communication for employee complaints and accusations.
Complaints can also be made through the Human Resources managers. Each month, the Human Resource managers report any complaint made to the person in charge of managing complaints at corporate level (Compliance Office). This person is part of the Group's Human Resources and Organisation Department.
Furthermore, there is a reporting channel for complaints that can be used by Group personnel and by third parties (such as customers or suppliers), which offers increased confidentiality for whistle-blowers. The difference between the channels is as follows:
Both channels are available on the company's intranet and on the website.
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.
The Group's Reporting Channel allows any kind of non-compliance with Code of Conduct, including irregularities of a financial and accounting nature, and any irregular activity that could take place within the Group, to be communicated. The Audit Committee receives a periodic report on the complaints made through the Reporting Channel, the investigations carried out and, where appropriate, the measures adopted.
In 2018, 122 reports were received, 120 of which were complaints regarding potential breaches and 2 were queries and suggestions. 23 complaints were received through Human Resource Managers (Representatives), 31 directly through the Compliance Office by email and 66 through SpeakUp 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 Group's Training and Development Department draws up a training plan with all areas, including those that are part of the Finance Department. This plan includes the different external and internal training activities geared towards members of the areas under the Group's Finance Department and 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 the Group's clients, products and technology, and training activities regarding its internal processes and management systems.
Specific programmes
The Group 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 occasional specific training activities aimed at personnel in finance areas and other related areas in the countries where the Group operates in order to communicate, train or update any subjects 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.
Therefore, in financial year 2018, there was over 4,590 hours of specific training and 294 training events given in which approximately 639 employees took part from the 22 countries where the Group operates. These training activities consist of regular training and update programmes for personnel involved in the preparation and oversight process of financial reporting and they cover accounting standards, auditing, internal control, and risk management, among other areas of knowledge.
Furthermore, in the first quarter of 2018, the Group's Human Resources and Organisation Department launched a talent attraction programme, aimed at developing functional analysts, with the objective of giving training on the parameterisation of the IT tool, Corporate SAP, used in preparing financial information. This supports compliance with the Group's Criteria Manual and Accounting Policies, as well as continuous improvement regarding the control and monitoring of the Group's financial, control, purchase and sales processes. 10,746 hours, divided into theoretical and practical stages, have been dedicated to this highly specialised programme.
Indicate at least the following:
The Group bases its process to identify error or fraud risks in financial information on the COSO framework (Committee of Sponsoring Organizations for the Commission of the Treadway Commission), implementing practices aimed at designing and maintaining an internal control system that provides reasonable assurance with regard to the reliability of the regulated financial information.
As referred to in section F.1.1., the Group has an ICFRS Policy that includes, among other aspects, the general description of the ICFRS 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. Based on this methodology, the scope matrix of the ICFRS was defined.
The scope matrix for the ICFRS, which is updated on an annual basis, after the consolidated financial statements have been prepared, aims to identify the accounts and disclosures that have significant associated risks and which could have a potential material impact on financial reporting. It also establishes the processes to review regarding its design and effectiveness in each country where the Group operates.
During financial year 2018, the Group identified the financial reporting risks by analysing the information contained in the audited consolidated financial statements at 31 December 2017, selecting the most relevant accounts and significant disclosures according to quantitative criteria and risks. The 2018 ICFRS scope matrix was approved by the Audit Committee on 7 May 2018.
Whether the process covers all the objectives of financial reporting (existence and occurrence; integrity; assessment; presentation, breakdown and comparability, and rights and obligations), whether it is updated, and how often.
For each of these accounts and significant disclosures, their associated critical processes and subprocesses are established and the risks that could lead to errors and/or fraud in financial reporting are identified, covering all of the financial reporting objectives (existence and occurrence; integrity; assessment; presentation and breakdown; and rights and obligations).
The existence of a process for the identification of the scope of consolidation, taking into account, among other matters, the possible existence of complex corporate structures, holding entities, or special purpose entities.
With regard to the scope of consolidation, the Chairman, the CEO, the Group's Legal Manager, the Tax Consultancy Manager and the Finance Manager hold meetings as the Finance and Tax Committee, where they address issues relating to, among others, the purchase or withdrawal of companies in which the company has direct or indirect interests, as well as possible changes to be made regarding said interest. Similarly, the Committee identifies the need to undertake specific corporate operations, such as incorporations, mergers, divisions or the winding-up of companies that form part of the Group.
The conclusions approved by the Finance and Tax Committee in the area of company acquisitions and dispositions, and adoption of company operations, are initially compiled by the Group's Legal Department, which is in charge of drawing up the legal documentation required. Furthermore, the Legal Department informs the Consolidation team of any company acquisition or disposition, as well as any interest in them, and any corporate operation that may affect the scope of consolidation. This is done at least on the date on which such operation becomes effective. -
Based on the information received by the Finance and Tax Committee and by the Legal Department, the Department Responsible for Consolidation in the Group's Economic-Finance Department updates the scope of consolidation on the consolidation application used by the company. Furthermore, on a quarterly basis, this information is compared with that contained in the consolidation reporting package that each Group company sends to carry out the quarterly consolidation.
The process takes into account the effects of other types of risks (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements.
As reffered to in section E.1., the Group has SIGR Policy, which was approved by the Board of Directors in 2017. The purpose of the SIGR is to establish the basic principles, guidelines and the general framework for action to ensure that 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 the Group.
The SIGR Policy is inspired by the following reference frameworks:
This Policy, containing five risk categories (strategic, operational, reporting, compliance and financial) is applicable to all Group companies. Reporting risks include those related to the reliability in the preparation, collection and presentation of financial and non-financial information, both internal as well as external, relevant to the Group.
These risks 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. Consideration is given, among others, to the types of operational, technological, financial, legal, environmental, social and tax- and reputation-related risks, including, under financial risks, those relating to contingent liabilities and other off balance-sheet risks.
Following the update of the Risk Map, which is analysed every year, it is verified that the risks that could have an impact on the financial information drafting processes or on the reliability of it are provided for in the ICFRS model. This is done to analyse the need to include additional processes or controls in said model and/or in the matrix scope for the following financial year.
What governance body of the entity supervises the process.
Responsibility for the oversight of the effectiveness of the ICFRS and the Integrated Risk Management System lie with the Audit Committee through the Internal Audit Management, according to that set out in Article 40 of the Regulations governing Gestamp's Board of Directors.
As stated in the previous sections, the Audit Committee approved the ICFRS scope matrix on 7 May 2018 as a way of supervising the risk evaluation process.
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 Executive Chairman and the Managing Director, who then proceed to approve them. The annual review and authorisation procedure will conclude with them being submitted to the Audit Committee by the Managing Director and the Finance Department, and its preparation by the Board of Directors.
In financial year 2018 and, in accordance with the scope matrix of the ICFRS, the Internal Control Department continued to define the risk and control matrix, and the process documentation 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, stock, fixed assets, collection and payment management, etc.), specifically including the closing, reporting and consolidation process, as well as all of those that are affected by significant judgments, estimates, assessments, and projections.
The documentation in each of the processes comprises:
For each control, the following have been identified:
The Group is launching an ongoing process for updating the internal control system which guarantees the quality and reliability of financial and non-financial reporting, not merely limiting itself to yearly or half-yearly financial reports.
As such, among other measures, in 2018 the Group finalised the internal development of a specific tool called Gescompliance. This tool allows an ongoing updating, selfevaluating and supervising process to take place on the correct functioning of the internal control system of financial information, ensuring its reasonable reliability in a single centralised environment. Gescompliance contributes to strengthening the internal control at all levels of the organisation, facilitating the effectiveness evaluation process and the control designs, as well as monitoring the action plans.
In financial year 2018, the undertaking of the initial load of all the control and risk matrices of the processes identified as key, of the companies whose review had finalised and was approved in said year, commenced.
Furthermore, during financial year 2018, work started on defining the training plan for all users of the tool, owners of the controls and others involved in the ICFRS in order to carry out the evaluations that continuously ensure the effectiveness of the ICFRS in the Group through said tool. Said training plan is expected to finalise during the first quarter of 2019, although there will be continuous training due to the extensive geographical diversity in which the Group operates.
With regard to significant judgments, estimates and projections, it is the Group's Economic-Finance Department or the Division Controlling departments that set the hypotheses and perform the calculations. To do so, they use information, such as the budgets for the coming financial years and the strategic plans, which the different Group companies report through a shared platform that is managed by the Group's Controlling Department. In certain cases (such as the valuations of fixed assets and actuarial study calculations), he information provided by specialists external to the Group is also used. 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.
The Group has internal control policies and procedures on the information systems supporting the relevant processes, including the preparation and review process for financial reporting.
In the process to identify technological risks that may affect the confidentiality, integrity and availability of financial information, the Group identifies what systems and applications are relevant in each of the areas or processes considered significant.
The systems and applications identified include both those that are directly used to prepare the financial information and those that are relevant for the effectiveness of the controls that mitigate the risk of errors arising therein.
Taking into account this information, the Plan of Business Continuity of Information Systems is reviewed on a yearly basis. This plan establishes action plans for mitigating the risks arising from information system dependency that could affect the achievement of business objectives.
Generally speaking, the following controls exist to provide the Group with reasonable assurance concerning the internal control of reporting systems:
The controls on the information technology implemented in the area of financial systems are validates every year in order to ensure their effectiveness. Any incidents identified are evaluated and the appropriate measures adopted to correct them in the time and manner established.
F.3.3. Internal control policies and procedures designed to supervise the management of activities outsourced to third parties, as well as those aspects of assessment, calculation, or valuation entrusted to independent experts, which may materially affect the accounts.
The Group does not usually have activities outsourced to third parties which may materially affect the financial statements. In any case, when the Group outsources certain work to third parties, it ensures the subcontracted company has the technical skills required, independence, competence and solvency.
In financial year 2018, 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.
Indicate whether at least the following are in place and describe their main features:
F.4.1. A specific function charged with defining and updating accounting policies (accounting policy area or department) and with resolving questions or conflicts arising from the interpretation thereof, maintaining fluid communications with those responsible for operations at the organisation, as well as an updated accounting policy manual that has been communicated to the units through which the entity operates.
Within the Group's Economic-Finance Department, there is Department Responsible for Consolidation (hereinafter, "Consolidation Team"). The functions assigned to said team, specifically established in the Group's Criteria and Accounting Policies Manual, include a team update, which must be undertaken at least once per year.
This Manual includes the main policies applicable to the Group's operations, as well as the criteria that are to be followed by those in charge of recording the financial information, examples of its application and the chart of accounts for consolidation. The last update was in December 2018.
In addition, there is another department in the Economic-Finance Department that is responsible for the design and definition of the financial processes to be applied in companies using the Corporate 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 regard to daily transaction accounting, the responsibility for resolving queries in relation to these processes lies with the Department Responsible for the design and Definition of Financial Processes, whereas any queries regarding accounting policies are resolved by the Consolidation Team, as stated in the Manual. This centralisation of query resolution allows for increased standardisation of criteria.
The information required to update the Criteria and Accounting Policies Manual is received by the Consolidation Team through 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 Consolidation Team 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 Consolidation Team. This package includes the information structure required to then proceed to add it.
The Consolidation Team has a master in which each account in the local consolidation chart of accounts is associated with the corporate 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,
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, with support from the Internal Audit Management, which hierarchically depends on the Managing Director and functionally on the Audit Committee.
Some of the duties of the Internal Audit Management are supporting the Audit Committee in overseeing the correct functioning of the ICFRS, reporting the conclusions obtained from its audits through the regular appearances of the Internal Audit Director at Audit Committee meetings during the financial year. Such conclusions include possible corrective actions of the weaknesses detected, and their monitoring once approved.
In this respect, the Internal Audit Management is responsible for executing the Internal Audit Plan for financial year 2018 that was approved on 14 December 2017 by the Audit Committee. The 2018 Audit Plan includes, among other aspects, the auditing of the design of the key ICFRS processes and the effectiveness evaluation of the general IT controls, implemented in the applications or systems under the ICFRS scope due their importance in producing the Group's financial information.
On 7 May 2018, the Audit Committee approved the scope matrix of the ICFRS established by the Internal Control Department, in accordance with what is stated in section F.2.1, and supervised degree of progress of the work carried out in relation to the ICFRS through periodic reports submitted by the Internal Audit Director to the Audit Committee.
During the 2018 financial year, in accordance with the Audit Plan and the ICFRS scope matrix, a review continued on the design of the controls at plants included in the scope.
In the area of IT, 3 out of the 4 SAP systems that currently support the industrial and financial processes in the Group were audited. The 4th is envisaged to be reviewed in 2019. Furthermore, a review was carried out on other transversal applications that are used both at a corporate level and at the majority of the Group's plants. These include the Group consolidation application, the applications of administration support for human resources management and the application for purchasing process management.
In these audits, action plans aimed at strengthening the internal control system were established. The results of the audits have been periodically reported to the Audit Committee.
As such, the Audit Committee, in accordance with its duties, includes in its Activities Report the tasks it has undertaken under its role of overseeing the Internal Control System during 2018. Among other aspects, the activity report for financial year 2018 includes:
Article 40 of the Regulations of the Board of Directors govern the power held by the Audit Committee with regard to regularly receiving information on the activities of the Internal Audit Department; verifying 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, without ever compromising its independence. To this end, and where applicable, recommendations and proposals, together with the relevant follow-up deadlines, may be submitted to the board of directors.
In accordance with the process established for such purpose, any significant internal control weakness that has been detected by the auditor of the financial statements in the course of its work, will be formally reported in writing to the two levels of management: to the Management that will define, in such case, the action plans to be implemented to mitigate the internal control weaknesses detected, which will be subsequently presented to the Audit Committee.
Eight meetings of the Audit Committee were held in 2018.
External auditors attended four Audit Committee meetings to communicate the provisional status of the audit work on the limited review of the half-yearly information, the Group's financial statements and the essential facts detected, including the areas for improvement detected in the internal control, which, without being significant weaknesses, have been deemed to be potentially useful.
The Director of the Internal Audit Committee has periodically participated in Audit Committee meetings, presenting the degree of progress of the work undertaken in relation to the ICFRS, as well as the internal control weaknesses identified in the course of said work.
Not applicable.
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 its admission to trading on the Continuous Market on 7 April 2017.
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 □
During the Ordinary General Shareholders' Meeting held on 7 May 2018, the Chairman of the Board of Directors gave the floor to the Secretary of the General Meeting so as to inform the shareholders of the most relevant aspects of Corporate Governance relating to said General Meeting, that is, regarding: (i) the Annual Report on the Remuneration of Directors for financial year 2017, which was submitted for advisory approval of the General Meeting under point five of the agenda; (ii) the Corporate Governance Annual Report for financial year 2017, detailing how the company complies with the Recommendations from the Good Governance Code of Listed Companies applicable to it following its admission to trade on the stock market; and (iii) the report on the independence of the external auditor issued by the Audit Committee. It was not necessary to inform on changes relating to corporate governance arising after the previous Ordinary General Meeting as no change took place.
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 ☒ Partly complies □ Explain □
5. The board of directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding 20% of capital at the time of such delegation.
When the board approves the issuance of shares or convertible securities without preemptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.
Complies ☒ Partly complies □ Explain □
Complies □ Explain ☒
The company did not believe that live broadcasting of the Ordinary General Shareholders' Meeting held on 7 May 2018 was necessary, given that it was the first General Meeting that the Company had held as a limited listed company. In that respect, it was considered to firstly analyse the advisability of broadcasting the referred meeting. In future meetings of the General Shareholders' Meeting, this broadcasting possibility will be analyse once again.
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 chairperson of the audit committee and the auditors should give a clear account to shareholders of their scope and content.
Complies ☒ Partly complies □ Explain □
9. The company should disclose on its website, on an ongoing basis, its conditions and procedures for admitting share ownership, the right to attend general meetings and the exercise or delegation of voting rights.
Such conditions and procedures should encourage shareholders to attend and exercise their rights and be applied in a non-discriminatory manner.
Complies ☒ Partly complies □ Explain □
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 □ Partly complies □ Explain □ Not applicable ☒
12. The board of directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interest, understood as the creation of a profitable business that promotes its sustainable success over time, while maximising its economic value.
In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to principles of good faith, ethics and respect for commonly accepted customs and good practices, but also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and other stakeholders, as well as with the impact of its activities on the broader community and the natural environment.
Complies ☒ Partly complies □ Explain □
13. The board of directors should have an optimal size to promote its efficient functioning and maximise participation. The recommended range is accordingly between five and fifteen members.
Complies ☒ Explain □
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 □ Partly complies ☒ Explain □
As referred to in section C.1.7., Nomination and Compensation Committee, in the context of the evaluation that was conducted on the compliance of the Policy for the Selection of the Board of Directors on 17 December 2018, an evaluation was not carried out on how said policy is fostering the objective of obtaining at least a 30% representation of women on the Board of Directors by 2020.
However, in the context of the evaluation of the Board of Directors referred to in sections C.1.17 and C.1.18, the action plan drawn up by the Nomination and Compensation Committee submitted for the approval of the Board of Directors, includes some recommendations to be performed during 2019, between others, the monitoring of the fulfilment of the diversity principle stated in the Selection Policy of the Board of Directors and the Guidelines for the knowledge, skills, diversity and experience required on 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 ☒ Partly complies □ 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:
Complies ☒ Explain □
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 □
greater than that of others applying successfully for a proprietary directorship. Complies □ Partly complies □ 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 ☒ Partly complies □ Explain □ Not applicable □
21. The board of directors should not propose the removal of independent directors before the expiry of their tenure as mandated by the bylaws, except where they find just cause, following a report by the 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 ☒ Partly complies □ 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 ☒ Partly complies □ 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 ☒ Partly complies □ 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.
Complies ☒ Partly complies □ Explain □
26. The board should meet with the necessary frequency to properly perform its functions, eight times a year at least, in accordance with a calendar and agendas set at the start of the year, to which each director may propose the addition of initially unscheduled items.
Complies □ Partly complies ☒ Explain □
In 2018, the Board of Directors met seven (7) times. Further meets were not necessary for the correct monitoring of the business or appropriate company representation, management and administration. However, as in 2017, the number of meetings may be higher in future financial years.
27. Director absences should be kept to a strict minimum and quantified in the annual corporate governance report. In the event of absence, directors should delegate their powers of representation with the appropriate instructions.
Complies ☒ Partly complies □ Explain □
28. When directors or the secretary express concerns about some proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the meeting, they should be recorded in the minute book if the person expressing them so requests.
Complies ☒ Partly complies □ Explain □ Not applicable □
29. The company should provide suitable channels for directors to obtain the advice they need to carry out their duties, extending, if necessary, to external assistance at the company's expense.
Complies ☒ Partly complies □ Explain □
30. Regardless of the knowledge directors must possess to carry out their duties, they should also be offered refresher programmes when circumstances so advise.
Complies ☒ Explain □ Not applicable □
31. The agendas of board meetings should clearly indicate on which points directors must arrive at a decision in order for them to study the matter beforehand or gather together the material they need.
For reasons of urgency, the chairperson may wish to present decisions or resolutions for board approval that were not on the meeting agenda. In such exceptional circumstances, their inclusion will require the express prior consent, duly recorded in the minutes, of the majority of directors present.
Complies ☒ Partly complies □ Explain □
32. Directors should be regularly informed of movements in share ownership and of the views of major shareholders, investors and rating agencies on the company and its group.
Complies ☒ Partly complies □ Explain □
33. The chairperson, as the person charged with the efficient functioning of the board of directors, in addition to the functions assigned by law and the company's bylaws, should prepare and submit to the board a schedule of meeting dates and agendas; organise and coordinate regular evaluations of the board and, where appropriate, the company's chief executive officer; exercise leadership of the board and be accountable for its proper functioning; ensure that sufficient time is given to the discussion of strategic issues, and approve and review knowledge refresher courses for each director, when circumstances so advise.
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
34. When a coordinating independent director has been appointed, the bylaws or 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 chairperson or vicechairpersons, if they exist; give voice to the concerns of non-executive directors; maintain contacts with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the company's corporate governance; and coordinate the chairperson's succession plan.
| Complies ☒ Partly complies □ Explain □ |
Not applicable □ |
|---|---|
| ---------------------------------------------- | ------------------ |
35. The board secretary should strive to ensure that the board's actions and decisions are informed by the good governance recommendations contained in this Good Governance Code that are of relevance to the company.
Complies ☒ Explain □
The evaluation of board committees should start from the reports they send the board of directors, while that of the board itself should start from the report by the 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.
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 □ | Partly complies □ | Explain □ | Not applicable ☒ |
|---|---|---|---|
38. The board should be kept fully informed of the business transacted and decisions made by the executive committee. To this end, all board members should receive a copy of the minutes of executive committee meetings.
| Complies □ | Partly complies □ | Explain □ | Not applicable ☒ |
|---|---|---|---|
39. All members of the audit committee, particularly its chairperson, 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.
Complies ☒ Partly complies □ Explain □
40. There should be a unit in charge of the internal audit function, under the supervision of the audit committee, to monitor the effectiveness of reporting and internal control systems. This unit should report functionally to the board's non-executive chairperson or the chairperson of the audit committee.
$$\text{Complies } \boxtimes \qquad \text{Party complexes } \Box \qquad \qquad \text{Explain } \Box \text{.}$$
quality or independence.
Complies ☒ Partly complies □ Explain □
43. The audit committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior officer.
Complies ☒ Partly complies □ Explain □
44. The audit committee should be informed of any fundamental changes or corporate transactions the company is planning, so the committee can analyse the operation and report to the board beforehand on its economic conditions and accounting impact and, when applicable, the exchange ratio proposed.
Complies ☒ Partly complies □ Explain □ Not applicable □
Complies ☒ Partly complies □ Explain □
47. Members of the appointments and remuneration 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.
| Complies ☒ | Partly complies □ | Explain □ |
|---|---|---|
48. Large cap companies should operate separately constituted appointments and remuneration committees.
| Complies □ | Explain □ | Not applicable ☒ |
|---|---|---|
49. The appointments committee should consult with the company's chairperson and chief executive, especially on matters relating to executive directors.
When there are vacancies on the board, any director may approach the appointments committee to propose candidates that it may consider suitable.
Complies ☒ Partly complies □ Explain □
Complies ☒ Partly complies □ Explain □
e) Meeting proceedings should be minuted and a copy made available to all board members.
Complies □ Partly complies □ Explain □ Not applicable ☒
Complies ☒ Partly complies □ 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.
Complies ☒ Partly complies □ Explain □
56. Director remuneration should be sufficient to attract individuals with the desired profile and compensate the commitment, abilities and responsibility that the post demands, but not so high as to compromise the independent judgement of non-executive directors.
Complies ☒ Explain □
57. Variable remuneration linked to the company 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 ☒ Partly complies □ Explain □
58. In the case of variable awards, remuneration policies should include limits and technical safeguards to ensure they reflect the professional performance of the beneficiaries and not simply the general progress of the markets or the company's sector, or circumstances of that kind.
In particular, variable remuneration items should meet the following conditions:
Complies □ Partly complies ☒ Explain □ Not applicable □
The Company's variable remuneration system is based on strictly objective, measurable and quantifiable economic-financial criteria that is 100% linked to the value of the Group. Such objective is understood as a multiple of the consolidated EBITDA, less the net debt. In this respect, the company understands that said criteria consider the risk undertaken in order to obtain the result; as such, they consider not only the obtention of the results, measured in EBITDA terms, but also the levels of debt the company has in achieving them.
The variable remuneration system applied to the Company's Executive Directors is applicable to all employees with variable remuneration. That is, the same measurement objectives and criteria are applied to over 1,200 employees, including directors, managers and employees. The variable renumeration policy exclusively includes financial criteria relating to the degree of compliance with the rules and the company's internal procedures, and its risk control and management policies. The company applies the zero-tolerance principle to all partial and full non-compliances of the company's internal procedures and risk control and management policies through the commitment and acceptance, by employees, directors and managers, of the company's Code of Conduct and its internal development rules.
The company's remuneration policy is established based on a balance between the shortmedium- and long-term compliance of objectives, given that, in addition to annual variable remuneration, the company also has:
• A long-term incentive plan was approved in 2016 corresponding to the 2016-2020 period for certain company executives, among whom is Mr Francisco López Peña, the CEO, 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 the company's key employees. The 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.
• The alignment of executives, including Francisco López Peña, the CEO, with the company's long-term strategy, market evolution, and share price on the stock exchange, is undertaken by means of the plan launched in 2016, through which key executives were offered the chance to buy company shares at the market price.
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 ☒ | Partly complies □ | 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 ☒ Partly complies □ Explain □ Not applicable □ |
|---|
| ------------------------------------------------------------------ |
61. A major part of executive directors' variable remuneration should be linked to the award of shares or financial instruments whose value is linked to the share price.
| Complies □ | Partly complies □ | 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.
The company does not directly contemplate a variable remuneration system for Executive Directors that includes the giving of shares or financial instruments whose value is linked to the share price. However, in 2016 the company offered certain key directors of the Group, including Francisco López Peña, the CEO of the Group, the possibility of buying company shares at the market price, a measure with which the interests of executive directors and senior management are aligned with the long-term objectives of the company. As a result, the inclusion of the provision of shares as variable remuneration has been deemed unnecessary.
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 □ | Partly complies □ | Explain □ | Not applicable ☒ | |
|---|---|---|---|---|
| -- | ------------ | ------------------- | ----------- | ------------------ |
63. Contractual arrangements should include provisions that permit the company to reclaim variable components of remuneration when payment was out of step with the director's actual performance or based on data subsequently found to be misstated.
Complies ☒ Partly complies □ Explain □ Not applicable □
64. 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 ☒ | Partly complies □ | Explain □ | Not applicable □ |
|---|---|---|---|
Specifically, state whether the company is subject to laws other than Spanish laws regarding corporate governance and, where applicable, include any information that the company is required to provide which is different to the information required in this report.
Section A.7.
Private shareholders' agreement entered into by Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp 2020, S.L. on 23 December 2016.
The most significant agreements it contains affecting the Company are as follows:
Private shareholders' agreement entered into by Mr. Francisco José Riberas Mera, Halekulani, S.L., 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:
Regarding the appointment of Mr. Shinichi Hori and Mr. Tomofumi Osaki, it is established that they 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.7.
The amount of remuneration of the Board of Directors accrued in 2018 included in this section differs from the amount included on the Note 32.2. to the annual financial statements of the Group as the accrual criteria applied is different regarding the long term incentive.
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.1.14 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 2018 as set out in section C.1.14 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 2018 Financial Statements have been formally approved by the Annual General Shareholders' Meeting which will be held in 2019; the sum of any benefits granted and compensation paid due to two Senior Managers leaving the Management Committee in the year in question.
Also, the remuneration amount of the Senior Management accrued in 2018 included in this section differs from the amount included on the Note 32.3. to the annual financial statements of the Group as the accrual criteria applied is different regarding the long term incentive.
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 Chairperson.
(d) The Secretary shall be the Secretary of the Board of Directors.
(e) They may seek external advice when deemed necessary for the performance of their duties under the same circumstances as those applicable to the Board (mutatis mutandi). (f) Minutes shall be taken of the meetings and a copy thereof shall be sent to all the members of the Board.
(g) The committees shall meet whenever necessary, at the Chairperson'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 Chairperson shall have the casting vote.
(i) The Chairman 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.
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.
(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.
(…)
(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 CEO of the Company.
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.
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."
For the purposes of communicating the number of female directors and the percentage thereof in the years prior to 2017, it is hereby stated that the Company did not have an Audit Committee or Nomination and Compensation Committee established in such years given that its shares were admitted to trading in 2017.
Section D.2.
For further information, see section 32 of the report of the Group's Consolidated Financial Statements corresponding to year-end 31 December 2018.
The Group has been a signatory of the Principles of the United Nations Global Compact since 24 July 2008, and it became a partner of the Global Compact in 2011.
This annual corporate governance report was approved by the Company's Board of Directors at its meeting held on 28 February 2019.
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 |
Reasons (opposed, abstained, absent) |
Explain the reasons |
|---|---|---|
| report | ||
The Directors of the Board of Directors of GESTAMP AUTOMOCIÓN, S.A. state that, to the best of their knowledge, the Individual Annual Financial Statements of GESTAMP AUTOMOCIÓN, S.A. and the Consolidated Annual Financial Statements (consolidated annual accounts) of GESTAMP AUTOMOCIÓN, S.A. and its subsidiaries for Fiscal Year 2018, drawn up by the Board of Directors at its meeting of February 28, 2019 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 28, 2019.
_____________________________________ Mr. Francisco José Riberas Mera (Executive Chairman) ________________________________________ Mr. Francisco López Peña (CEO) _______________________________________ Mr. Juan María Riberas Mera (Director) _____________________________________ Mr. Shinichi Hori (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 this document does not include Director Mr. Geert Maurice van Poelvoorde signature because he is absent due to unavoidable professional commitments and he has issued a proxy to delegate his vote to Director Mr. D. Juan María Riberas Mera, in connection with the matters set forth in the Agenda for the Board of Directors meeting of 28 February 2019 (which includes the approval of the Individual and Consolidated Annual Financial Statements and of the Individual and Consolidated Management Reports for Fiscal Year 2018).
Secretary
__________________________ Mr. David Vázquez Pascual
The previous Annual Financial Statements for the fiscal year 2018, de GESTAMP AUTOMOCIÓN, S.A., included in preceding pages 1 to 78, both inclusive, the Management Report for the year 2018 included in the preceding pages 79 to 87, both inclusive, and the Annual Corporate Governance Report included in the preceding pages 1 to 87, both included, have been sign off by the members of the Board of Directors at their meeting on February 28, 2019.
| ________ | ________ |
|---|---|
| Don Francisco José Riberas Mera | Don Juan María Riberas Mera |
| President | Vicepresident |
| ________ | ________ |
| Don Francisco López Peña | Don Shinichi Hori |
| Vocal | Vocal |
| ________ | ________ |
| Don Tomofumi Osaki | Don Alberto Rodriguez Fraile Díaz |
| Vocal | Vocal |
| ________ | ________ |
| Don Javier Rodriguez Pellitero | Don Pedro Sainz de Baranda Riva |
| Vocal | Vocal |
| ________ | ________ |
| Doña Ana García Fau | Don César Cernuda Rego |
| Vocal | Vocal |
| ________ | ________ |
| Don Geert Maurice Van Poelvoorde | Don Gonzalo Urquijo Fernández de Araoz |
| Vocal | Vocal |
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