Gestamp Automocion S.A.

Annual Report • Feb 28, 2022

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Financial Statements and Management Report for the year ended December 31, 2021 Domicilio Social: C/ Raimundo Fernández Villaverde, 65. 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9.364 general, 8.130 de la sección 3ª del Libro de Sociedades, folio 68, hoja nº 87.690-1, inscripción 1ª. Madrid 9 de Marzo de 1.989. A member firm of Ernst & Young Global Limited. Ernst & Young, S.L. Calle de Raimundo Fernández Villaverde, 65 28003 Madrid Tel:902 365 456 Fax: 915 727 238 ey.com AUDIT REPORT ON FINANCIAL STATEMENTS ISSUED BY AN INDEPENDENT AUDITOR Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails To the shareholders of GESTAMP AUTOMOCIÓN, S.A.: Report on the financial statements Opinion We have audited the financial statements of GESTAMP AUTOMOCIÓN, S.A. (the Company), which comprise the balance sheet as at December 31, 2021, the income statement, the statement of changes in equity, the statement of cash flow, and the notes thereto for the year then ended. In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the equity and financial position of the Company as at December 31, 2021 and of its financial performance and its cash flows for the year then ended in accordance with the applicable regulatory framework for financial information in Spain (identified in Note 2 to the accompanying financial statements) and, specifically, the accounting principles and criteria contained therein. Basis for opinion We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. A member firm of Ernst & Young Global Limited 2 Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters. Measurement of investments in group companies, jointly controlled entities, and associates Description As explained in notes 8 and 9 to the accompanying financial statements, at December 31, 2021, the Company recognized equity instruments, loans to group companies and other financial assets, 3,920,972 thousand euros under long and short term “Investments in group companies, and associates.” At each closing, management makes complex estimates that entail significant judgments to determine the existence of indications of impairment and, if necessary, estimates their recoverable amounts. Given that the amounts of the investments in group companies, jointly controlled entities, and associates are significant and the inherent complexity of the analysis performed by management, we determined this to be a key audit matter. The Company’s accounting policies and the Information included in conformity with the applicable financial reporting framework are described in the accompanying notes 2.3, 2.4, 4.7, 8, 9, and 19 to the financial statements. Our response Among others, our audit procedures included the following:  Understanding management's process to test its investments in Group companies, jointly controlled entities, and associates for impairment.  Reviewing the reasonableness of the financial information and projected cash flows in the business plan used for investments with indications of impairment and for which fair value was determined based on value in use To this end, we contrasted the projected information with other information sources: historical trends, the business plan approved by the Board of Directors, and other external sources.  Involving our valuation specialists to verify the reasonableness of the methodology used to calculate value in use, discount rates, long-term growth rates, and the sensitivity calculations performed by management.  Where the recoverable amount was determined based on the investment’s equity, corrected for any unrealized capital gains, we used the valuations performed by independent third-party appraisers based on the current market, and the analysis and evaluation of reasonableness of the amount recorded for these assets at year-end using these measurements.  Reviewing the disclosures included in the notes to the financial statements in conformity with the applicable financial reporting framework. A member firm of Ernst & Young Global Limited 3 Recoverability of deferred tax assets Description As explained in accompanying Note 15.2 to the financial statements, at December 31, 2021, the Company has deferred tax assets amounting to 26,958 thousand euros related to deductions and rebates, unused loss carryforwards, and other temporary deductible difference which management considers may be applied in future tax periods. Management’s assessment of the recoverability of deferred tax assets is made using its estimates of future taxable profit, based on the Company’s financial projections, business plans, and applicable tax regulations at any given time. The determination of the amount to be recovered in the future requires complex estimates that entail making significant judgments in establishing management’s assumptions based on a reasonable period and the level of future taxable profit of the consolidated group. Given that the amounts of deferred tax assets are significant and the inherent complexity of the analysis performed by management, we determined this to be a key audit matter. The accounting policies and information included in conformity with the applicable financial reporting framework are described in notes 2.4, 4.13, and 15.2 to the accompanying financial statements. Our response Among others, our audit procedures included the following:  Understanding the processes established by management to analyze the recoverability of deferred tax assets.  Assessing the assumptions and estimates used by management to determine the probability that the Company will obtain sufficient future taxable profit. This assessment entailed reviewing management’s use of future budgets, business performance forecasts, and historical experience.  Involving our team of tax specialists to review specific aspects of these estimates.  Reviewing the disclosures included in the notes to the financial statements in conformity with the applicable financial reporting framework. Other information: management report Other information refers exclusively to the 2021 management report, the preparation of which is the responsibility of the Company’s directors and is not an integral part of the financial statements. Our audit opinion on the financial statements does not cover the management report. Our responsibility for the management report, in conformity with prevailing audit regulations in Spain, entails: a. Checking only that the non-financial statement and certain information included in the Corporate Governance Report and in the Board Remuneration Report, to which the Audit Law refers, was provided as stipulated by applicable regulations and, if not, disclose this fact. A member firm of Ernst & Young Global Limited 4 b. Assessing and reporting on the consistency of the remaining information included in the management report with the financial statements, based on the knowledge of the entity obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the management report are in conformity with applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to disclose this fact. Based on the work performed, as described above, we have verified that the information referred to in paragraph a) above is provided as stipulated by applicable regulations and that the remaining information contained in the management report is consistent with that provided in the 2021 financial statements and its content and presentation are in conformity with applicable regulations. Responsibilities of the directors and the audit committee for the financial statements The directors are responsible for the preparation of the accompanying financial statements so that they give a true and fair view of the equity, financial position and results of the Company, in accordance with the regulatory framework for financial information applicable to the Company in Spain, identified in Note 2 to the accompanying financial statements, and for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The audit committee is responsible for overseeing the Company’s financial reporting process. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing audit regulations in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. A member firm of Ernst & Young Global Limited 5  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.  Conclude on the appropriateness of the director’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.  Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the audit committee of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee of the Company with a statement that we have complied with relevant ethical requirements, including those related to independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the audit committee of the Company, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. Report on other legal and regulatory requirements European single electronic format We have examined the digital file of the European single electronic format (ESEF) of GESTAMP AUTOMOCIÓN, S.A. for the 2021 financial year, consisting of an XHTML file containing the financial statements for the year, which will form part of the annual financial report. The directors of GESTAMP AUTOMOCIÓN S.A. are responsible for submitting the annual financial report for the 2021 financial year, in accordance with the formatting requirements set out in Delegated Regulation EU 2019/815 of 17 December 2018 of the European Commission (hereinafter referred to as the ESEF Regulation). Our responsibility consists of examining the digital file prepared by the directors of the Company, in accordance with prevailing audit regulations in Spain. These standards require that we plan and perform our audit procedures to obtain reasonable assurance about whether the contents of the financial statements included in the aforementioned digital file correspond in their entirety to those of the financial statements that we have audited, and whether the financial statements and the aforementioned file have been formatted, in all material respects, in accordance with the ESEF Regulation. A member firm of Ernst & Young Global Limited 6 In our opinion, the digital file examined corresponds in its entirety to the audited financial statements, which are presented, in all material respects, in accordance with the ESEF Regulation. Additional report to the audit committee The opinion expressed in this audit report is consistent with the additional report we issued to the audit committee on February 28, 2022. Term of engagement The Ordinary general shareholders’ meeting held on May 6, 2021 appointed us as auditors for 1 year, commencing on December 31, 2021. Previously, we were appointed as auditors by the shareholders for 1 year and we have been carrying out the audit of the financial statements continuously since December 31, 1999. ERNST & YOUNG, S.L. (Registered in the Official Register of Auditors under No. S0530) (Signature on the original in Spanish) ____ María Florencia Krauss Padoani (Registered in the Official Register of Auditors under No. 22706) February 28, 2022 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 2021, drawn up by the Board of Directors at its meeting of February 28, 2022; (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, 2022; (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). GESTAMP AUTOMOCION, S.A. Financial Statements and Management Report for the year ended December 31, 2021 CONTENTS  Balance sheet at December 31, 2021  Income statement for the year ended December 31, 2021  Statement of changes in equity for the year ended December 31, 2021  Statement of cash flows for the year ended December 31, 2021  Notes to the financial statements for the year ended December 31, 2021  Management report for the year ended December 31, 2021 1 GESTAMP AUTOMOCIÓN, S.A. BALANCE SHEET AT DECEMBER 31, 2021 AND DECEMBER 31, 2020 (In Euros) ASSETS Note 2021 2020 Non - current assets 2,459,131,947 2,506,717,276 Intangible assets 5 13,101,608 16,324,082 Trademarks and Other 13,098,595 16,324,082 Goodwill 3,013 Property, plant, and equipment 6 142,810 148,656 Land and buildings 80,323 82,102 Technical installations and other tangible fixed assets 62,487 66,554 Real estate investments 7 21,254,160 21,803,653 Land 5,775,822 5,775,822 Buildings 15,478,338 16,027,831 Long - term investments in group companies and associates 2,338,965,915 2,400,512,948 Equity instruments 8 1,491,845,091 1,504,590,521 Loans to associated companies 9 847,120,824 895,922,427 Non - current financial assets 58,709,877 35,382,440 Equity instruments 305 305 Loans and receivables 19.2 32,737,928 35,380,935 Derivatives 14 25,970,444 - Other non-current financial assets 1,200 1,200 Deferred tax assets 26,957,577 32,545,497 Current assets 2,317,761,550 3,212,174,328 Non - current Assets Held for Sale Inventories 3,960 3,960 Prepayments to suppliers 3,960 3,960 Trade and other receivables 29,284,733 34,923,923 Other receivables 3,838,475 4,357,471 Trade receivables, group and associated companies 19 22,731,690 26,191,222 Current income tax assets 15 2,706,257 4,366,919 Receivables from public authorities 15 8,311 8,311 Short - term investments in group companies and associates 9 1,582,005,741 1,444,451,383 Loans to associated companies 564,300,150 415,129,081 Other financial assets 1,017,705,591 998,687,302 Representative debt values - 30,635,000 Current financial assets 9 6,000,000 - Other current financial assets 6,000,000 - Short - term Accruals 175,796 187,405 Cash and cash equivalents 10 700,291,320 1,732,607,657 Cash 700,291,320 1,447,727,230 Other equivalent liquid assets - 284,880,427 Total assets 4,776,893,497 5,718,891,604 2 GESTAMP AUTOMOCIÓN, S.A. BALANCE SHEET AT DECEMBER 31, 2021 AND DECEMBER 31, 2020 (In Euros) EQUITY AND LIABILITIES Note 2021 2020 Equity 805,918,969 801,062,702 OWN FUNDS 806,119,610 801,962,622 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 11.3 506,401,285 506,035,643 Legal and statutory reserves 57,551,436 57,551,436 Other reserves 448,849,849 448,484,207 Shares and participations in own equity. (2,715,609) (1,349,530) Results for previous years (52,071,958) - Loss from previous years (52,071,958) - Profit/ (loss) for the period 3 27,006,483 (52,071,958) Interim Dividend (21,849,058) - ADJUSTMENTS FOR CHANGES IN VALUE 12 (200,641) (899,920) Hedging transactions (200,641) (899,920) Non - current liabilities 2,373,471,037 3,013,549,469 Provisions 13 9,474,872 3,568,460 Benefit obligation 4,584,230 3,568,460 Other provisions 4,890,642 - Non trade liabilities 14 2,344,342,726 2,490,368,671 Obligations and other negotiable securities 478,703,781 564,386,291 Interest-bearing loans and borrowings 1,828,770,759 1,886,210,214 Derivatives 36,868,186 39,772,166 Non - current Liabilities - Payable to Group companies and Associates 14 19,653,439 519,612,338 Current liabilities 1,597,503,491 1,904,279,433 Non trade liabilities 14 162,361,497 497,037,336 Interest-bearing loans and borrowings 140,509,042 497,007,508 Other current liabilities 21,852,455 29,828 Current Liabilities - Payable to Group companies and Associates 14 1,433,551,438 1,405,365,881 Trade and other payables 14 1,590,556 1,876,216 Trade accounts payable 318,978 111,458 Accrued wages and salaries 750,583 858,712 Payables to public authorities 15 520,995 906,046 Total equity and liabilities 4,776,893,497 5,718,891,604 3 GESTAMP AUTOMOCIÓN, S.A. INCOME STATEMENT AT DECEMBER 31, 2021 AND DECEMBER 31, 2020 (In Euros) Note 2021 2020 CONTINUING OPERATIONS Revenue 16.1 123,836,492 96,818,869 Commertial and Intellectual property services 28,118,320 39,644,379 Revenues from other marketable securities to Associated Companies 47,718,272 55,993,390 Dividends 47,999,900 1,181,100 Other Operating Incomes 16.1 10,190,010 11,109,423 Non-core and other current operating revenues 10,189,620 11,108,087 Operating subsidies transferred to the result for the period 390 1,336 Personnel expenses (5,087,215) (4,539,775) Wages, salaries and similar expenses (4,653,960) (4,265,585) Social Charges 16.2 (433,255) (274,190) Other Operating Expenses (6,145,864) (5,665,695) External Services 16.3 (5,591,863) (5,259,013) Taxes (554,001) (406,682) Fixed asset depreciation 5 y 6 (3,791,211) (3,783,202) Impairment and gains (losses) on sale of financial instruments (32,506,508) (53,491,319) Impairment losses 16.6 (32,506,508) (53,491,319) Other results (100) (257,003) OPERATING PROFIT 86,495,604 40,191,298 Financial income 16.4 1,061,880 3,129,262 From marketable securities and other financial instruments 1,061,880 3,129,262 From third parties 1,061,880 3,129,262 Financial expenses 16.5 (77,805,144) (98,705,671) From payable to group and associated companies (19,952,412) (24,700,537) From payable to third parties (57,852,732) (74,005,134) Change in Fair Value of Financial Instruments 17,440,814 (5,289,953) Transfer of fair value adjustements with changes in equity 14.2 17,440,814 (5,289,953) Exchange gains (losses) 17 7,430,107 3,294,277 FINANCIAL RESULT (51,872,343) (97,572,085) PROFIT BEFORE TAXES 34,623,261 (57,380,787) Income Tax 15 (7,616,778) 5,308,829 PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 27,006,483 (52,071,958) DISCONTINUED OPERATIONS Profit for the year from discontinued operations net of taxes PROFIT FOR THE YEAR 27,006,483 (52,071,958) 4 GESTAMP AUTOMOCIÓN, S.A. STATEMENT OF CHANGES IN EQUITY FOR THE YEARS 2021 AND 2020 (In Euros) A) RECOGNIZED INCOME AND EXPENSES STATEMENT 2021 2020 PROFIT FOR THE YEAR 27,006,483 (52,071,958) Incomes and expenses directly attributed to equity For valuation of financial assets For cash flow hedges 3,690,767 30,058,722 Tax effect (885,784) (7,214,093) 29,811,466 (29,227,329) Transfers to Income Statement For valuation of financial assets For cash flow hedges (2,770,663) (22,872,235) Tax effect 664,959 5,489,336 Total transfers to Income Statement (2,105,704) (17,382,899) TOTAL RECOGNIZED INCOME AND EXPENSES 27,705,762 (46,610,228) 5 GESTAMP AUTOMOCIÓN, S.A. STATEMENT OF CHANGES IN EQUITY FOR THE YEARS 2021 AND 2020 (In Euros) B) STATEMENTS OF TOTAL CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31 Capital Share premium Legal Reserve Reserves Own shares and equity interests Negative results from previous years Profit (loss) for the year Interim dividend Adjustments for change in value TOTAL Subscribed Uncalled AT DECEMBER 31, 2019 287,757,180 - 61,591,287 57,551,436 326,035,246 (2,872,285) - 154,711,130 (31,601,303) (6,361,650) 846,811,041 Adjustments made for changes in accounting policies 2019 - - - - - - - - - - - Adjustments due to 2019 errors - - - - - - - - - - - ADJUSTED BALANCE AT START OF 2020 287,757,180 - 61,591,287 57,551,436 326,035,246 (2,872,285) - 154,711,130 (31,601,303) (6,361,650) 846,811,041 Total recognised income and expenses - - - - - - - (52,071,958) - 5,461,730 (46,610,228) Transactions with shareholders or owners - - - - 122,448,961 1,522,755 - (154,711,130) 31,601,303 - 861,889 Distribution of the 2019 result - - - - 123,099,269 - - (154,711,130) 31,611,861 - - Dividends distributed - - - - - - - - (10,558) - (10,558) Operations with own shares or shares (net) - - - - (650,308) 1,522,755 - - - - 872,447 AT DECEMBER 31, 2020 287,757,180 - 61,591,287 57,551,436 448,484,207 (1,349,530) - (52,071,958) - (899,920) 801,062,702 Adjustments made for changes in accounting policies 2020 - - - - - - - - - - - Adjustments due to 2020 errors - - - - - - - - - - - ADJUSTED BALANCE AT START OF 2021 287,757,180 - 61,591,287 57,551,436 448,484,207 (1,349,530) - (52,071,958) - (899,920) 801,062,702 Total recognised income and expenses - - - - - - - 27,006,483 - 699,279 27,705,762 Transactions with shareholders or owners - - - - 365,642 (1,366,079) (52,071,958) 52,071,958 (21,849,058) - (22,849,495) Distribution of the 2020 result - - - - - - (52,071,958) 52,071,958 - - - Dividends distributed - - - - - - - - (21,849,058) - (21,849,058) Operations with own shares or shares (net) - - - - 365,642 (1,366,079) - - - - (1,000,437) AT DECEMBER 31, 2021 287,757,180 - 61,591,287 57,551,436 448,849,849 (2,715,609) (52,071,958) 27,006,483 (21,849,058) (200,641) 805,918,969 6 GESTAMP AUTOMOCIÓN, S.A. STATEMENT OF CASH FLOWS AT DECEMBER 31, 2021 AND DECEMBER 31, 2020 (In Euros) Note 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Profit for the year before taxe 34,623,261 (57,380,787) Adjustments to profit (6,532,340) 98,980,053 Depreciation and amortization of intangible assets and PP&E 5,6,7 3,791,211 3,783,202 Impairment of intangible assets and PP&E 8.1 32,506,508 53,491,319 Change in provisions 13 1,015,770 1,307,937 Income from dividends y trading securities 16.4 (96,78 0,052) (60,303,752) Financial expenses 16.5 77,805,144 98,705,671 Exchange rate differences 17 (7,430,107) (3,294,277) Change in Fair Value of Financial Instruments (17,440,814) 5,289,953 Changes in working capital 3,485,319 (7,901,794) Trade and other receivables 3,770,979 (7,506,868) Other currents assets - (1,200) Trade and other payables (285,660) (393,726) Other cash-flows from operating activities 18,786,183 (38,873,051) Interest paid (69,368,514) (95,789,539) Dividends received 29,999,900 1,181,100 Interest received 58,270,891 55,404,945 Proceeds (payments) of income tax (116,094) 330,443 Cash flows from operating activities 50,362,423 (5,175,579) CASH FLOWS FROM INVESTING ACTIVITIES Payments on investments (278,578,740) (945,620,772) Group companies and associates (272,565,634) (943,279,018) Intangible assets (3,014) - Property, plant and equipment (10,384) (63,380) Other financial assets (5,999,708) (2,278,374) Proceeds from divestments 194,071,116 1,458,539,079 Group companies and associates 190,366,681 1,457,699,383 Other financial asset 3,704,435 839,696 Cash flows from investing activities (84,507,624) 512,918,307 CASH FLOW FROM FINANCING ACTIVITIES Receivables and payments for equity instruments (1,000,437) 872,447 Acquisition of own equity instruments (31,795,586) (32,885,108) Disposal of own equity instruments 30,795,149 33,757,555 Proceeds and payments on financial liabilities (997,170,699) 953,940,885 Issue 395,932,736 1,367,851,232 Bond and other negotiable securities - 80,690,750 Interest-bearing loans and borrowings 211,115,856 881,140,888 Borrowings from Group companies and associates 184,815,701 405,991,983 Other creditors 1,179 27,611 Repayment of (1,393,103,435) (413,910,347) Bond, debt obligations and other negotiable securities (109,371,156) (108,278,693) Interest-bearing loans and borrowings (614,149,909) (85,260,540) Borrowings from Group companies and associates (669,554,759) (220,371,114) Other creditors (27,611) - Payments on dividends and other equity instruments - (31,611,861) Dividends 11.3 - (31,611,861) Cash flows from financing activities (998,171,136) 923,201,471 EFFECT OF CHANGES IN EXCHANGE RATES - - NET INCREASE/ DECREASE OF CASH OR CASH EQUIVALENTS (1,032,316,337) 1,430,944,199 Cash and cash equivalents at the beginning of the year 10 1,732,607,657 301,663,458 Cash and cash equivalents at the end of the year 10 700,291,320 1,732,607,657 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 7 1. ACTIVITY OF THE COMPANY Gestamp Automoción, S.A. (the “Company”) has its registered address in the Polígono Industrial de Lebario industrial park in Abadiño, Vizcaya. The Company was incorporated for an indefinite period via a public deed executed on December 22, 1997, before Bilbao notary José Antonio Isusi Escurrida, under number 4.852 of his protocol. The Company is on file at the Vicaya Companies Register in tome 3.614, section 8, page BI-21245, folio 107, inscription 1 TIN: A-48943864 From April 7, 2017, the shares of the Parent Company are listed on the Madrid, Barcelona, Valencia and Bilbao Stock Marcket.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, 2021, 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). COVID-19 From the beginning of the pandemic in March 2020, the Company has carried out a contingency plan to adapt the situation. This plan includes, among other measures the risk of liquidity management and the reinforcement of treasury, the access to government aids and an operacional transformation plan in its subsidiaries with the aim of introducing operational improvements. Taking into account the activity’s development in subsidiaries from the beginning of the pandemic and the positive effect of the measurs already applied, no significant doubts have been identified that may uncertainty to continuity. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 8 1.1 Basic ESEF normative information In compliance with current regulations, the essential information is detailed below. NAME OF THE COMPANY: Gestamp Automoción, S.A EXPLANATION OF THE CHANGE IN THE NAME OF THE REPORTING COMPANY OR OTHER FORM OF IDENTIFICATION SINCE THE END OF THE PREVIOUS REPORTING YEAR: Not applicable. ADDRESS OF THE COMPANY: Polígono Industrial de Lebario.48.220 Abadiño (Vizcaya). LEGAL FORM OF THE COMPANY: Limited Company. COUNTRY OF CONSTITUTION: Spain. ADDRESS OF THE CORPORATE HEADQUARTERS: Polígono Industrial de Lebario.48.220 Abadiño (Vizcaya). MAIN CENTER OF ACTIVITY: Polígono Industrial de Lebario.48.220 Abadiño (Vizcaya). GESTAMP AUTOMOTION, S.A. Annual Report for the year ended December 31, 2021 DESCRIPTION OF THE NATURE OF THE TRANSACTIONS: Advice, financing and connections of all its subsidiaries, which carry out their activity for the automobile industry of Gestamp Automoción Group. It applies a royalty to its subsidiaries based on sales for the use of the Gestamp trademark. Rental of real estate to group companies. NAME OF THE PARENT: Gestamp Automoción S.A. NAME OF THE LAST PARENT OF THE GROUP: Acek Desarrollo y Gestión industrial, S.L. 2. BASIS OF PRESENTATION The financial statements have been prepared in accordance with the Financial information regulatory frame work applicable to the Company which is established in the General Accounting Plan approved by Royal Decree 1514/2007 of November 16 th since whose publication has been subject to several modifications, the last of them through Royal Decree 1/2021 of January 12 th and its implementings regulations, as well as with the rest of the current commercial legislation. 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. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 9 2.1 Fair presentation The financial statements have been prepared from the auxiliary accounting records of the Company in accordance with prevailing accounting legislation to present fairly the Company’s equity, financial position and results. The statement of cash flows has been prepared to present fairly the origin and use of the Company's monetary assets representing cash and cash equivalents. The accompanying financial statements have been prepared by the directors of the Company on a going concern basis. 2.2 Comparative information In accordance with company law, for comparative purposes the Company included the 2020 figures in addition to those of 2021 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 2020 is also included in the notes to the financial statements unless an accounting standard specifically states that this is not required. On January 30 th , 2021 was published the Royal Decree 1/2021 of Januari 12 th , amending the General Accounting Plan approved by Royal Decree 1514/2007 of November 16 th . The changes to the General Accounting plan are applicable to financial years beginning on or after January 1 st , 2021 and are mainly focused on the criteria for recognition, valuation and breackdown of income and financial instruments. The categories of financial instruments have been adapted to new regulations. Nonetheless, there is no accounting impacts or changes in the comparative information due to the adoption of this regulatory change. 2.3 Critical issues regarding the measurement and estimation of uncertainties The directors prepared the Company’s financial statements using estimates based on historical experience and other factors considered reasonable under the circumstances. The carrying amounts of assets and liabilities, which were not readily apparent from other sources, were established on the basis of these estimates. The Company reviews these estimates on an ongoing basis. However, given the uncertainty inherent in them, the need may arise to make significant adjustments to the carrying amounts of assets and liabilities affected in future periods should significant changes occur in the assumptions or circumstances on which the resulting values were based. Where applicable, these adjustments are made prospectively, with the related effects recognized in the financial statements of the corresponding year. The following section identifies these aspects. 2.4 Key estimates Key assumptions concerning the future and other relevant data on the uncertainty of estimates at the reporting date, which could entail a considerable risk of significant changes in the value of assets and liabilities in the subsequent reporting period, are as follows: a) Impairment of non-current assets Estimates must be made when measuring non-current assets other than financial assets, especially goodwill, to determine their fair value in order to assess whether the assets may be impaired. To determine fair value, the Company's directors estimate the expected future cash flows from the assets or the cash-generating units to which they belong, applying an appropriate discount rate to calculate the present value of these cash flows. Future cash flows depend on the fulfillment of budgets for the coming five years. 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. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 10 b) Impairment of current financial assets To determine the impairment of investments in group companies, jointly controlled entities and associates, the Company's directors estimate the expected future cash flows from the assets or the cash-generating units to which they belong, applying an appropriate discount rate to calculate the present value of these cash flows. Future cash flows depend on the fulfillment of budgets for the years forecast. The value in use of the cash-generating units has been calculated following assumptions that are analysed in Note 8.3 c) Deferred tax assets Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses for which it is probable that the Company will have sufficient future taxable profit available enabling their application. To determine the amount of deferred tax assets that can be recognized, the Directors estimate the amounts and dates on which future taxable profits will be obtained, and the period of reversal of taxable temporary differences. The Directors of the Company estimate that the deferred tax assets registered will be recover within a maximum period of 10 years. 2.5 Consolidated financial statements On the same date, the directors authorized for issue the consolidated financial statements of Gestamp Automoción, S.A. and subsidiaries for 2021, which showed consolidated total assets of € 8,641 million, consolidated equity of €2,221 million and consolidated profit attributable to the Company of €155.4 million. 3. DISTRIBUTION OF PROFIT The distribution of 2021 profit proposed by the directors and expected to be approved at the General Shareholders Meeting is as follows: ( €) 2021 Basis of distribution Profit for the year 27,006,483 27,006,483 Appropriation to: Interim dividend (21,849,058) Losses compensation (5,157,425) (27,006,483) 3.1 Limitations on the distribution of dividends The Company must earmark 10% of profit for the year for the legal reserve until such reserve represents at least 20% of the share capital. The legal reserve is not available for distribution to shareholders unless it exceeds 20% of the share capital (Note 11.3). Dividends may only be drawn on the year’s profit or freely available reserves after meeting the requirements laid down by law and in the by-laws, and if the value of the corporate equity is not, or as a result of such distribution would not be, less than the company’s capital. For these purposes, any profit directly allocated to total equity may not be distributed either directly or indirectly. In the event of losses in preceding years that reduce the Company’s equity to less than the amount of share capital, profit shall be used to offset these losses. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 11 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. 3.2 Interim dividend The Board of Directors, considering the forecast results for the year, approved at its meeting on December 20 th , 2021, an interim dividend of 0.038 gross euros per share outstanding on the date of payment. This dividend was paid on January 12 nd , 2022. The amount of the dividend is under the maximum limit established by current regulation, referring to distributable profits since the end of the last fiscal year. The provisional liquidity statement prepared by the Directors that shows the existence of enough liquidity for the distribution of the dividend was as follows: (euros) Cash available as of 20 December 2021 208,971,333 Interim dividend (21,832,990) (a) Liquidity forecast (after interim dividend payment) 187,138,343 (b) Receipts (one-year forecast) 78,245,926 (c) Payments (one-year forecast) (182,215,612) Cash (one - year forecast) (a+b - c) 83 , 168 , 657 Profit of the year (after tax) as of 20 December 2021 31 , 246 , 433 Allocation of reserves on the basis of the income as of 20 December 2021 Distributable Profit as of 20 December 2021 31 , 246 , 433 4. RECOGNITION AND MEASUREMENT STANDARDS The main recognition and measurement standards applied by the Company in the preparation of the accompanying financial statements are as follows: 4.1 Intangible assets Intangible assets are initially measured at cost, determined as the purchase price or production cost. After initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment. Intangible assets with a finite useful life are amortized on a systematic basis in accordance with their estimated useful life and residual value. Amortization methods and periods are reviewed at the end of each reporting period, and adjusted prospectively where applicable. Intangible assets are tested for impairment at least at each financial period end and any impairment is recognized. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 12 Trademark The trademark is measured initially at acquisition cost, established based on the valuation by an independent expert. Until 2015, it was considered to be an indefinite-life intangible asset and, therefore, was not amortized. From 2016, following approval of the accounting reform, with prospective effect, the Company amortizes its trademark over a period of 10 years. At least annually, it is analyzed whether there are indications of impairment of the cash generating units to which the trademark has been assigned, and, if there are, the possible impairment is verified in accordance with Note 4.5. Goodwill Goodwill is measured initially, upon acquisition, at cost, and recognized as the excess of the cost of the business combination over the fair value of the identifiable assets acquired less the liabilities assumed. Exceptionally, goodwill existing at the date of transition to the Spanish General Chart of Accounts (Plan General de Contabilidad) approved by Royal Decree 1514/2007, is recognized at its carrying amount at January 1, 2008; i.e. at cost less accumulated depreciation recognized at that date in accordance with the accounting standards in force previously. In accordance with the General Chart of Accounts approved by Royal Decree 1514/2007, the goodwill was not amortized and, instead, the cash generating units to which goodwill had been assigned on the acquisition 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 31 st , goodwill is totally amortized. 4.2 Property, plant and equipment Elements of property, plant and equipment are measured at cost, determined as the purchase price or production cost. The cost of property, plant and equipment acquired in business combinations is the acquisition-date fair value. After initial recognition, property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment. When available for use, property, plant and equipment are depreciated on a straight-line basis over their estimated useful life. The years of estimated useful life of property, plant and equipment are as follows: 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. 4.3 Investment property Land and buildings leased to third parties are classified as investment property. The criteria set out for property, plant, and equipment are applied to investment property. Depreciation of investment property is calculated on a straight-line basis over an estimated useful life on 35 years. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 13 Incomes from property investments belong to operating leases. 4.4 Leases When determining the classification of leases, the Company takes into consideration, as indicators of the transfer of the risks and rewards of ownership of the leased assets, the following: - The lease term covers all or the major part of the economic life of the asset, - The present value of the minimum lease payments amounts to substantially all the fair value of the leased asset. - The specialized nature of the leased assets restricts their use to the lessee. - The lessee can continue the lease for a secondary period at a rent that is substantially lower than market rent. Company as lessee Operating lease payments are recognized as expenses in the income statement when accrued. Company as lessor Income from operating leases is recognized in the income statement when accrued. The carrying amount is increased by the amount of directly attributable contract costs, which are recognized as an expense over the lease term using the same criteria as for the recognition of lease income. 4.5 Impairment of non-financial assets At least at the end of each reporting period, the Company assesses whether there is any indication that a non-current asset or, where applicable, a cash-generating unit may be impaired. If an indication exists, estimates the asset’s recoverable amount. There is no signal of impairment on intangible or tangible assets, or real estate investments. 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. 4.6 Financial Instruments The Company recognices a financial instruments in the balance when it becomes an obligated party on the contract or legal business in accordance with its dispossals, either as issuer or as investor or as acquirer of it. Financial instruments are recogniced in the balance when they become an obligated party to the contract or legal transaction in accordance with its dispossals, either as issuer or as investor or as acquirer of them. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 14 4.7 Financial assets Classification and measurement At the moment of the initial recognition, the Company classified all the financial assets in one of the bellow categories which determines the inicial and subsequent applicable valuation method:  Financial assets at fair value with changes in profit and loss.  Financial assets at amortized cost  Financial assets at fair value with changes in equity  Financial assets at cost Financial assets at fair value with changes in profit and loss The Company has not got financial assets at fair value aside from the hired derivatives. Financial assets at amortized cost The company classified a financial asset in this category even when it is admitted to trading in a regulated market if the following conditions are met: - The Company mantains the investment under a management model whose objective is to receive the cash flows derived from the execution of the contract. The management of the portfolio of financial assets to obtain their contractual flows does not imply that all the instruments must be held until maturity. Financial assets may be considered to be managed for that purpose even if sales have occurred or are expected to occur in the future. To this end, the Company considers the frequency, the amount and the timing of sales in previous years, the reason of these sales and the expectations regarding to future sales activity. - The contractual characteristics of the financial asset give rise, on specified dates, to cash flows that are just collections of principal and interest on the amount of principal outstanding. It means that the cash flows are inherent to an agreement that has the nature of an ordinary or common loan, notwithstanding that the operation is agreed at a zero interest rate or below the market rate. It is assumed that this condition is met, in the event that a bond or a simple loan with a certain maturity date and for which the Company charges a variable market interest rate, may be subject to a limit. In contrast, this condition is assumed not to be met in the case of instruments convertible into equity instruments of the issuer, of loans with inverse variable interest rates (a rate that has an inverse relationship with interest rates market interest) or of those in which the issuer can defer the payment of interest, if this payment would affect its solvency, without the deferred interest accruing additional interest. In general, are included in this category, credits for commercial operations (“commercial customers”) and credits for non-commercial operations (“other debtors”). Financial assets classified in this category are initially valued at their fair value which, unless there is evidence to the contrary, is assumed to be the transaction price, which is equivalent to the fair value of the given consideration, besides the transaction costs that are directly Attributable. It means that the inherent transaction costs are capitalized. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 15 However, credits for commercial operations with a maturity of no more than one year and that do not have an explicit contractual interest rate, as well as credits to personnel, dividends receivable and disbursements required on equity instruments, the amount of which is expected to be received in the short term, are valued at their nominal value when the effect of not updating the cash flows is not significant. For subsequent valuation, is used the amortized cost method. Accrued interest is recorded in the profit and loss account (financial income), applying the effective interest rate method. Loans maturing in no more than one year which, as stated above, are initially valued at their nominal value, will continue to be valued at that amount, unless they have been impaired. In general, when the contractual cash flows of a financial asset at amortized cost are modified due to the financial difficulties of the issuer, the Company analyzes whether it is appropriate to record a loss due to impairment of value. Financial assets at fair v alue with changes in equity The Company has no financial assets at fair value aside from contracted hedging derivatives. Derecognition of financial assets The Company derecognize a financial asset when: - The contractual rights to the asset’s cash flow expire. In this sense, a financial asset is derecognized when it has matured and the Company has received the corresponding amount. - The contractual rights over the cash flows of the financial asset have been assigned. In this case, the financial asset is derecognized when the risk and benefits inherent to its ownership hace been substantially transferred. In particular, in sales transactions with repurchase agreements, factoring and securitizations, the financial asset is derecognized once the Company’s exposure has been compared, before and after the assignment, to the varioation in the amounts and in the schedule of net cash flows of the transferred asset, it follows that the risks and benefits have been transferred. After the risks and benefits analisys, the Company derecognizes the financial assets according to the following situations: a) The risks and benefits inherent to ownership of the asset have been substantially transferred. The transferred asset is removed from the balance and the Company recognizes the result of the transaction: the difference between the received consideration, net of attributable transaction costs (considering any new asset obtained less any liability assumed) and the book value of the asset plus any accumulated amount that has been recognized directly in equity. b) The risks and benefits inherent to the ownership of the asset have been substantially retained by the Company. The financial asset is not derecognized and a financial liability is recognized for the same amount as the consideration received. c) The risks and benefits inherent to the ownership of the asset have not been substantially transferred or retained. In this case there are two possible situations: - Control is transferred (the transferee has the authority to re-transfer the asset to a third party): the asset is removed from the balance GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 16 - Control is not transferred (the transferee does not have the authority to re-transfer the asset to a third party): the Company continues to recognize the asset for the amount at which it is exposed to changes in the value of the transferred asset, it means for its continuing involvement, and must recognize an associated liability. Impairment of financial assets Debt instruments at amortized cost At least at the end of the year, the Company analyzes whether there is objective evidence that the value of a financial asset, or of a group of financial assets with similar risk characteristics valued collectively, has been impaired as a result of one or more events that have occurred after their initial recognition and that cause a reduction or delay in future estimated cash flows, which may be caused by the insolvency of the debtor. If there is such evidence, the impairment loss is calculated as the difference between the book value and the present value of future cash flows, including, where appropriate, those from the execution of real and personal guarantees, which is estimated to be generated, discounted at the effective interest rate calculated at the time of initial recognition. For financial assets at a variable interest rate, the effective interest rate corresponding to the closing date of the annual accounts is used in accordance with the contractual conditions. In calculating the impairment losses of a group of financial assets, the Company uses models based on statistical formulas or methods. Value adjustments for impairment as well as their reversal when the amount of this loss decreases for reasons related to a subsequent event, are recognized as an expense or income, respectively, in the profit and loss account. The reversal of impairment is limited to the book value of the asset that would be recognized on the reversal date if the impairment had not been recorded. As a substitute for the current value of future cash flows, the Company uses the market value of the instrument, provided that it is reliable enough to be considered representative of the value that the company could recover. Financial assets at cost In this case, the amount of the valuation adjustment is the difference between its book value and the recoverable amount, taking it as the higher amount between its fair value less costs to sell and the present value of the future cash flows derived from the investment. The value in use is the present value of the expected future cash flows, using risk-free market interest rates, adjusted for the specific risks associated with the asset. For those assets that do not generate cash flows, largely independent of those derived from other assets or groups of assets, the recoverable amount is determined for the cash-generating units to which said assets belong. The fair value less costs to sell is calculated by the Company based on the equity of the investee company corrected for tacit capital gains that the investee may have. These tacit capital gains, mainly from land and buildings, are obtained from the valuation of an independent expert. The recognition of valuation corrections for value impairment and, where appropriate, their reversal, are recorded as an expense or income, respectively, in the profit and loss account. The reversal of impairment is limited to the book value of the investment that would be recognized on the reversal date if the impairment had not been recorded. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 17 Interest and dividends received fron financial assets Interest and dividends on financial assets accrued after the time of acquisition are recorded as income in the profit and loss account. Interest is recognized using the effective interest rate method and dividends when the right to receive them is declared. If the distributed dividends unequivocally come from results generated prior to the date of acquisition because amounts greater than the profits generated by the investee since the acquisition have been distributed, they will not be recognized as income, and will reduce the book value of the investment. The judgment as to whether profits have been generated by the investee will be made based exclusively on the profits recorded in the individual profit and loss account from the date of acquisition, unless the distribution charged to these profits should undoubtedly be classified as a recovery of the investment from the perspective of the entity receiving the dividend. 4.8 Financial liabilities Clasification and evaluation At the time of the initial recognition, the Company classifies all the financial liabilities in one of the categories listed bellow: - Financial liabilities at amortized cost - Financial liabilities at fair value with changes in the profit and loss account Financial liabilities at amortized cost The Company classifies all the financial liabilities in this category except when they must be valued at fair value with changes in the profit and loss account. In general, debits for commercial operations (“suppliers”) and debits for non-commercial operations (“other creditors”) are included in this category. Participating loans that have the characteristics of an ordinary or common loan are also included in this category without prejudice to the fact that the operation is agreed at a zero interest rate or below the market rate. Financial liabilities included in this category are initially valued at their fair value, which, unless there is evidence to the contrary, is considered to be the transaction price, which is equivalent to the fair value of the consideration received, adjusted for the transaction costs that are directly attributable. That is, the inherent transaction costs are capitalized. However, debits for commercial operations with a maturity of no more than one year and that do not have a contractual interest rate, as well as disbursements required by third parties on participations, the amount of which is expected to be paid in the short term, are valued at their nominal value, when the effect of not updating the cash flows is not significant. For the subsequent valuation is used the amortized cost method. Accrued interest is recorded in the profit and loss account (financial expense), applying the effective interest rate method. However, debits maturing in no more than one year which, in accordance with the provisions above, are initially valued at their nominal value, will continue to be valued at said amount. Contributions received as a result of a joint venture account agreement and similar are valued at cost, increased or decreased by the profit or loss respectively that must be attributed to the non-managing participants. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 18 This same criterion is applied to participating loans whose interests are contingent, either because a fixed or variable interest rate is agreed upon, subject to the fulfillment of a milestone in the borrowing company (for example, obtaining profits), or because calculated exclusively by reference to the evolution of the activity of the aforementioned company. Financial expenses are recognized in the profit and loss account in accordance with the accrual principle, and transaction costs will be charged to the profit and loss account in accordance with a financial criterion or, if not applicable, on a straight-line basis throughout the life of the participating loan. Financial liabilities at fair value with changes in the profit and loss account The Company does not have financial liabilities with changes in the profit and loss account, aside from the contracted hedging derivatives. Derecognition of financial liabilities The Company derecognizes a previously recognized financial liability from the balance when any of the following circumstances occur: - The obligation has been extinguished because the payment has been made to the creditor to settle the debt (through cash payments or other goods or services), or because the debtor is legally released from any commitment on the liability. - Own financial liabilities are acquired, even with the intention of relocating them in the future. - There is an exchange of debt instruments between a lender and a borrower if they have substantially different conditions, recognizing the new financial liability that arises. In the same way, a substantial modification of the current conditions of a financial liability is recorded, as indicated for debt restructuring. The derecognition of a financial liability is carried out as follows: the difference between the book value of the financial liability (or the part of it that has been derecognized) and the consideration paid, including transaction costs attributable assets, and in which must also be included any assigned asset different from cash or liability assumed, is recognized in the profit and loss account for the year in which it takes place. Debt restructuring In certain cases, the Company carries out restructuring of its debt commitments with its creditors. For example: lengthening the payment term of the principal in exchange for a higher interest rate, not paying and adding interest in a single "bullet" payment of principal and interest at the end of the life of the debt, etc. The ways in which these changes in the terms of a debt can be carried out are several: - Immediate payment of the nominal amount (before maturity) followed by a refinancing of all or part of the nominal amount through a new debt (“debt exchange”). - Modification of the terms of the debt contract before its expiration (“debt modification”). In these cases of “debt exchange” or “debt modification” with the same creditor, the Company analyzes whether there has been a substantial change in the conditions of the original debt. In the event that there has been a substantial change, the accounting treatment is as follows: - The book value of the original financial liability (or its corresponding part) is derecognized from the balance sheet; - The new financial liability is initially recognized at its fair value; - Transaction costs are recognized in the profit and loss account; GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 19 - The difference between the book value of the original financial liability (or the part thereof that has been written off) and the fair value of the new liability is also recognized in profit and loss. By contrast when, after the analysis, the Company reaches the conclusion that both debts do not have substantially different conditions (it is, in essence, the same debt), the accounting treatment is as follows: - The original financial liability is not derecognized from the balance sheet (it remains on the balance sheet); - Commissions paid in the restructuring operation are carried as an adjustment to the book value of the debt; - A new effective interest rate is calculated from the restructuring date. The amortized cost of the financial liability is determined by applying the effective interest rate, which is the one that equals the book value of the financial liability on the modification date with the cash flows to be paid under the new conditions. The conditions of the contracts will be considered substantially different, among other cases, when the present value of the cash flows of the new contract, including any commission paid, net of any commission received, differs by at least ten percent from the present value of the new contract to the remaining cash flows of the original contract, updated both amounts at the effective interest rate of the latter. Certain modifications in the determination of the cash flows may not pass this quantitative analysis, but may also give rise to a substantial modification of the liability, such as: a change from fixed to variable interest rate in the remuneration of the liability, the restatement of the liability to a different currency, a fixed interest rate loan that becomes a participating loan, among other cases. 4.9 Derivative financial instruments and hedges The Company's derivatives are hedges. These contracts are recorded at fair value. However, special accounting rules called hedge accounting apply. Depending on the hedge accounting model, the counterparty to the change in value of the derivative may change or an adjustment may be made to the accounting for the hedged item. The objective of hedge accounting is to eliminate or reduce the so-called "accounting asymmetries". Said “accounting mismatches” generally arise when the Company contracts derivatives (or sometimes another financial instrument) as a hedge (or compensation for changes in the fair value or cash flows) of another element, and this element is either not recognized at fair value with changes in the income statement (for example, a loan at amortized cost or inventories at cost), or does not even appear on the balance sheet (for example, a planned purchase of raw materials or a planned issuance of a bond). The asymmetry causes the profit and loss account to have volatility during the life of the hedging operation, with the company being economically covered in relation to one or more specific risks. In order to avoid the volatility that this different criterion for recognition in results of both operations (hedging instrument and hedged item) entails, special hedge accounting standards are applied through hedge accounting models. These models involve applying special accounting rules to break the "accounting asymmetry". In order to apply the special hedge accounting rules, the Company meets the following three requirements: - That the components of the hedge (hedging instrument and hedged item) comply with the provisions of the accounting regulations which means that they are “eligible”. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 20 - That the initial documentation and the formal designation of coverage be prepared. - That the coverahe effectiveness requirements are met. There are three hedge accounting models: fair value hedge, cash flow hedge and net investment hedge. Each one establishes a solution to avoid the “accounting mismatch” and each one applies to a specific type of coverage. Cash flow hedge In a cash flow hedge, the exposure to changes in cash flows that is attribitted to a specific risk associated with all or a component of a recognized asset or liability is hedged (such as the contracting of a financial swap for hedge the risk of variable interest rate financing), or to a highly probable forecast transaction (for example hedging the exchange rate risk related to forecast purchases and sales of property, plant and equipment, goods and services in voreing currency), and that may effect the profit and loss account. The foreign exchange risk hedge of a firm commitment can be accounted for as a cash flow hedge or as a fair value hedge. The applicable accounting standards are as follows: - The hedged item does not change its accounting method. - The loss or gain of the hedging instrument, in the part that constitutes an effective hedge, will be recognized directly in equity. This way, the equity component that arises as a result of the hedge will be adjusted so that it is equal, in absolute terms, to the lower of the following two values: o The cumulative gain or loss on the hedging instrument since the inception of the hedge. o The cumulative change in the fair value of the hedged item (the present value of the cumulative change in the expected future cash flows hedged) since the inception of the hedge. Any remaining gain or loss on the hedging instrument, or any gain or loss required to offset the change in the cash flow hedge adjustment calculated in accordance with the preceding paragraph, represents a hedge ineffectiveness that requires recognition in profit or loss exercise those amounts The "recycling" of the amount deferred in equity to results depends on the type of operation covered: - If a hedged highly probable forecast transaction subsequently gives rise to the recognition of a non-financial asset or a non-financial liability, or a hedged forecast transaction relating to a non-financial asset or a non-financial liability becomes a firm commitment to which If fair value hedge accounting is applied, the entity will remove that amount from the cash flow hedge adjustment and include it directly in the initial cost or other carrying amount of the asset or liability. This same criterion will be applied in the Hedging of the exchange rate risk of the acquisition of an investment in a group company, jointly controlled entity or associate. - In all other cases, the adjustment recognized in equity will be transferred to the profit and loss account to the extent that the hedged expected future cash flows affect the result for the year (for example, in the years in which interest expense is recognized or a forecast sale occurs). - Nevertheless, if the adjustment recognized in equity is a loss and the company expects that all or part of it will not be recovered in one or more future years, that amount that is not expected to be recovered will be immediately reclassified in the result of the year. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 21 4.10 Fair value Fair value is the price that would be received to sell an asset or paid to transfer or settle a liability in an orderly transaction between market participants at the valuation date. The fair value will be determined without making any deduction for transaction costs that may be incurred due to sale or disposal by other means. In no case does it have the character of fair value if it is the result of a forced or urgent transaction or as a consequence of an involuntary liquidation situation. The fair value is estimated for a given date and, since market conditions may vary over time, that value may be inappropriate for another date. In addition, when estimating fair value, the company takes into account the conditions of the asset or liability that market participants would take into account when pricing the asset or liability on the valuation date. In general, the fair value is calculated by reference to a reliable market value. For those items for which there is an active market, the fair value is obtained, where appropriate, through the application of valuation models and techniques. Valuation models and techniques include the use of references to recent arm's-length transactions between duly informed and interested parties, if available, as well as references to the fair value of other assets that are substantially the same, discount methods of estimated future cash flows and models generally used to value options. In any case, the valuation techniques used are consistent with the methodologies accepted and used by the market for setting prices, using, if it exists, the one that has been shown to obtain more realistic estimates of prices. Likewise, they take into account the use of observable market data and other factors that their participants would consider when setting the price, limiting as much as possible the use of subjective considerations and non-observable or verifiable data. The Company periodically evaluates the effectiveness of the valuation techniques it uses, using as a reference the observable prices of recent transactions in the same asset being valued or using prices based on data or observable market indices that are available and applicable. In this way, a hierarchy is deduced in the variables used in determining the fair value and a fair value hierarchy that allows estimations to be classified into three levels, is established: - Level 1: estimates that use unadjusted quoted prices in active markets for identical assets or liabilities, which the company can access on the valuation date. - Level 2: estimates that use quoted prices in active markets for similar instruments or other valuation methodologies in which all significant variables are based on directly or indirectly observable market data. - Level 3: estimates in which some significant variable is not based on observable market data. An estimate of fair value is classified at the same level of the fair value hierarchy as the lowest level input that is significant to the valuation result. For these purposes, a significant variable is one that has a decisive influence on the estimation result. In assessing the importance of a specific variable for the estimate, the specific conditions of the asset or liability being valued are taken into account. 4.11 Cash and cash equivalents Cash and cash equivalents include cash, current accounts, short-term deposits and purchases of assets under resale agreements which meet the following criteria: • They are convertible to cash. • They have a maturity of three months or less from the date of acquisition. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 22 • There is no significant risk of changes in value. • They form part of the Company’s usual cash management strategy. For the purposes of the statement of cash flows, cash may also include occasional overdrafts when these form an integral part of the Company’s cash management. 4.12 Provisions and contingencies The Company recognizes provisions when it has a present obligation (legal, contractual, constructive or tacit) arising from past events, the settlement of which is expected to result in an outflow of resources and the amount of which can be measured reliably. Provisions are measured at the present value of the best estimate of the amount required to settle the obligation or transfer it to a third party. Adjustments arising from the discounting of the provision are recognized as a finance expense when accrued. Provisions expiring within one year are not discounted where the financial effect is not material. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Reimbursements receivable from a third party on settlement of the obligation do not reduce the amount of the debt, but are recognized as an asset, provided that there is no doubt as to its collection. The amount of the asset must not exceed the amount of the obligation recognized. Where a risk is externalized by means of a legal or contractual agreement, provision is only made for the part of the risk assumed by the Company. In addition, contingent liabilities are considered to be possible obligations that arise from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, as well as present obligations arising from past events not recognized because it is not probable that an outflow of resources will be required to settle the obligation or because the amount of the obligation cannot be measured with sufficient reliability. These liabilities are not recognized, but are disclosed in the accompanying notes, unless the possibility of an outflow of resources is remote. 4.13 Income tax Income tax expense for the year is calculated as the sum of current tax resulting from applying the corresponding tax rate to taxable profit for the year, less deductions and other tax relief, taking into account changes during the year in recognized deferred tax assets and liabilities. The tax expense is recognized in the income statement, except when it relates to transactions recognized directly in equity, in which case the related tax is likewise recognized in equity, and in the initial accounting of business combinations, in which case it is recognized as with the remaining assets and liabilities of the business acquired. Deferred taxes are recognized for temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts. The tax base of an asset or liability is the amount attributed to it for tax purposes. The tax effect of temporary differences is included in “Deferred tax assets” or “Deferred tax liabilities” on the balance sheet, as applicable. The Company recognizes deferred tax liabilities for all taxable temporary differences, except where disallowed under prevailing tax legislation. The Company recognizes deferred tax assets for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses to the extent that it is probable that it will have future taxable profit against which these assets may be utilized, except where disallowed by prevailing tax legislation. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 23 At the end of each reporting period, the Company reassesses recognized and previously unrecognized deferred tax assets. Based on this analysis, the Company then derecognizes previously recorded deferred tax assets when recovery is no longer probable, or recognizes a previously unrecorded deferred tax asset to the extent that it is probable that future taxable profit will enable its application. Deferred tax assets and liabilities are measured using the tax rates expected to prevail upon their reversal, based on tax legislation approved, and in accordance with the manner in which the assets are reasonably expected to be recovered and liabilities settled. Deferred tax assets and deferred tax liabilities are not discounted and are classified as non-current assets or non-current liabilities, regardless of the date they are expected to be realized or settled. Tax consolidation regime In application of the consolidated tax regime, the individual income tax payable to or receivable from subsidiaries are included in the Parent’s individual income tax statement for the reporting period for subsequent settlement with the government as representative of the tax group. Accordingly, the resulting income tax payable or receivable is recorded in accounts with group companies. 4.14 Classification of current and non-current assets and liabilities Assets and liabilities are classified in the balance sheet as current or non-current. Accordingly, assets and liabilities are classified as current when they are associated with the Company’s normal operating cycle and it is expected that they will be sold, consumed, realized or settled within the normal course of that cycle; when they differ from the aforementioned assets and are expected to mature, to be sold or settled within one year; and when they are held for trading or are cash and cash equivalents whose use is not restricted to one year. 4.15 Revenue and expenses Recognition The company recognizes the income derived from a contract when the transfer to the customer of the control over the committed goods or services occurs (the obligation or obligations to be fulfilled). Performance obligations The Company’s income, excluding dividends and income from negotiable securities of group companies, come from the provision of commercial, corporate and intellectual property services. The entry and transfer of control of these services corresponds and correlates with the billing issued. Assessment Ordinary income from the sale of goods and the provision of services is valued at the monetary amount or, where appropriate, at the fair value of the consideration received or expected to be received. 4.16 Foreign currency transactions The Company's functional and presentation currency is the euro. Foreign currency transactions are translated into euros at the spot exchange rate prevailing at the date of the transaction. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 24 Monetary assets and liabilities denominated in foreign currency are translated at the spot rate prevailing at the reporting date. Exchange gains or losses arising on this process and on settlement of these assets and liabilities are recognized in the income statement for the reporting period in which they occur. 4.17 Related party transactions Transactions with related parties are made and accounted at market value. The prices of the transactions carried out with related parties are adequately supported, so that the Company's Directors consider that there are no risks that could cause significant tax liabilities. However, the transaction of non-monetary business contributions, and mergers and spin-off transactions would follow the accounting for the Registration and Valuation Standard 21 section 2.2 of the General Accounting Plan. During the year no non-monetary contribution, merger or spin-off was made. 4.18 Termination benefits In accordance with prevailing labor legislation, the Company is required to pay indemnities to employees whose contracts are terminated under certain circumstances. Reasonably quantifiable termination benefits are recognized as an expense in the year in which the company has created a valid expectation with respect to third parties that it will assume an obligation. 5. INTANGIBLE ASSETS The movements in items composing “Intangible assets” are as follows: (€) Opening balance Additions and allowances Closing balance 2021 Patents, licenses, trademarks, and similar rights 32,253,937 - 32,253,937 Goodwill 38,050,213 - 38,050,213 Software - 3,014 3,014 Depreciation Patents, licenses, trademarks, and similar rights (15,929,855) (3,225,487) (19,155,342) Goodwill (38,050,213) - (38,050,213) Software - (1) (1) 16,324,082 (3,222,474) 13,101,608 (€) Opening balance Additions and allowances Closing balance 2020 Patents, licenses, trademarks, and similar rights 32,253,937 - 32,253,937 Goodwill 38,050,213 - 38,050,213 Depreciation Patents, licenses, trademarks, and similar rights (12,704,369) (3,225,486) (15,929,855) Goodwill (38,050,213) - (38,050,213) 19,549,568 (3,225,486) 16,324,082 5.1 Significant movements The goodwill, totally amortized, 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). This goodwill is totally amortized since 2018. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 25 The amount shown for “Patents, licenses, trademarks and similar rights” relates, mainly, 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. Software aplications recorded in 2021 correspond to the implementation of a system acquired by Gestamp Servicios, S.A., which invoices to each company of the group the pertinent part, in accordance with the estimates, as the implementation is completed. 5.2 Impairment testing of intangible assets The trademark has no signal of impairment. 5.3 Other disclosures In 2021 the Company acquired some items of intangible assets from group companies. At December 31, 2021 and 2020, there were no firm commitments to acquire intangible assets. 6. PROPERTY, PLANT AND EQUIPMENT The movements in items composing “Property, plant and equipment” are as follows: (€) Opening balance Additions and allowances Closing balance 2021 Cost Land and buildings 93,733 - 93,733 Other property, plant and equipment 83,698 10,385 94,083 177,431 10,385 187,816 Accumulated depreciation Land and buildings (11,631) (1,779) (13,410) Other property, plant and equipment (17,144) (14,452) (31,596) (28,775) (16,231) (45,006) Carrying amount 148,656 (5,846) 142,810 (€) Opening balance Additions and allowances Closing balance 2020 Cost Land and buildings 93,733 - 93,733 Other property, plant and equipment 20,318 63,380 83,698 114,051 63,380 177,431 Accumulated depreciation Land and buildings (9,853) (1,778) (11,631) Other property, plant and equipment (10,701) (6,443) (17,144) (20,554) (8,221) (28,775) Carrying amount 93,497 55,159 148,656 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). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 26 7. INVESTMENT PROPERTY The movements in items composing “Investment property” at December 31, 2021 are as follows: (€) Opening balance Additions and allowances Closing balance 2021 Land 5,775,822 - 5,775,822 Buildings 19,621,547 - 19,621,547 25,397,369 - 25,397,369 Accumulated depreciation Land Buildings (3,593,716) (549,493) (4,143,209) (3,593,716) (549,493) (4,143,209) Carrying amount 21,803,653 (549,493) 21,254,160 (€) Opening balance Additions and allowances Closing balance 2020 Land 5,775,822 - 5,775,822 Buildings 19,621,547 - 19,621,547 25,397,369 - 25,397,369 Accumulated depreciation Land Buildings (3,044,221) (549,495) (3,593,716) (3,044,221) (549,495) (3,593,716) Carrying amount 22,353,148 (549,495) 21,803,653 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 North Europe Services, S.L., respectively during 2021 and 2020. Revenues from investments properties are recorded within other operating income (see note 16.1) 7.1 Other disclosures At the end of the reporting period, the Company did not have any investment properties located outside of Spain, or any firm commitments to acquire real estate assets. 7.2 Operating leases Company as a lessee The Company has been a lessee mainly of its offices in Boroa, since January 2018. This lease has an initial duration of 60 months, being tacitly renewable for annual periods. The contract has been canceled in January 2021. The company is a lessee of software that does not present significant commitments, too (see note 16.3). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 27 Company as a lessor The original leases expired in 2018 and were tacitly renewed for a period of five years, the contracts with Gestamp Vigo, S.A. and Gestamp North Europe Services, S.L., to the 11st December 2022. The contracts include tacit annual renewal up tu a maximum of three. The future minimum rentals receivable under these non-cancellable operating leases at December 31 are as follows: € 202 1 20 20 Within one year 1,754,796 1,891,402 Between one and five years - 1,796,832 8. INVESTMENTS IN GROUP COMPANIES, JOINTLY CONTROLLED ENTITIES AND ASSOCIATES The movements in items composing “Investments in group companies, jointly controlled entities and associates” are as follows: (€) Opening balance Additions Disposals Provision for impairment Closing balance 2021 Equity instruments 1,504,590,521 14,870,437 - (27,615,867) 1,491,845,091 1,504,590,521 14,870,437 - (27,615,867) 1,491,845,091 (€) Opening balance Additions Disposals Provision for impairment Closing balance 2020 Equity instruments 731,056,836 836,025,004 (9,000,000) (53,491,319) 1,504,590,521 731,056,836 836,025,004 (9,000,000) (53,491,319) 1,504,590,521 8.1 Significant movements Movements – 2021 On October 29 th , 2021 the Company acquires to Compañía Española de Financiación del Desarrollo, Cofides, S.A., the 25% of the interest held for this company in Gestamp Holding China, A.B. for amount of 4,407,558 euros. This contribution corresponds to an acquisition of 27.101.584 shares and to a percentage of 7.76%. On October 29 th , 2021 the Company acquires to Compañía Española de Financiación del Desarrollo, Cofides, S.A., the 25% of the interest held for this company in Gestamp Holding Rusia, S.L., for amount of 9,796,325 euros. This contribution corresponds to an acquisition of 119,810 shares and to a percentage of 5.62%. Being the total interest held of 30.8%. On December 31, 2021, the Company made a deferred payment of € 666,554, to the original owners of the Company Reparaciones Industriales Zaldíbar, S.L. The interest held in this company was unchanged, remaining at 99.98%. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 28 The movements in impairment losses are as follows: (€) Opening balance at January 1, 2021 Additions / (Disposals) Closing balance at December 31, 2021 Impairment losses at January 1, 2020 (Impairment) / Reversals Impairment losses at December 31, 2021 Net carrying amount at December 31, 2021 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. 355 - 355 - - - 355 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. 80,821,720 - 80,821,720 (10,846,969) 10,846,969 - 80,821,720 G. GLOBAL TOOLING, S, L, 64,898,309 - 64,898,309 (16,522,048) (48,376,261) (64,898,309) - 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 (801,180) - (801,180) - 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 (4,061,206) 1,250,716 (2,810,490) 11,994,910 G. NORTH EUROPE SERV, S.L. 3,059 - 3,059 - - - 3,059 G. MANUFACT. AUTOCH, S. L. 425,000 - 425,000 (425,000) 425,000 - 425,000 GESTAMP ARAGÓN, S.A. 430,000 - 430,000 - - - 430,000 G. FINANCE SLOVAKIA, S.R.O. 100,005,000 - 100,005,000 (5,336,143) 5,336,142 (1) 100,004,999 GESTAMP HOLD MÉXICO, S.L. 1 - 1 - - - 1 G, HOLDING ARGENTINA, S.L. 10,867,092 - 10,867,092 (9,281,733) 1,407,647 (7,874,086) 2,993,006 GESTIÓN GLOBAL MATRICERÍA, S.L. 4,200,000 - 4,200,000 (328,058) - (328,058) 3,871,942 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 9,796,325 37,839,325 (22,027,276) - (22,027,276) 15,812,049 G. TECHNOLOGY INSTITUTE, S.L. 3,401,866 - 3,401,866 (3,024,942) 165,768 (2,859,174) 542,692 GESTAMP HUNGRIA KFT 62,052,792 - 62,052,792 (47,759,107) 1,769,015 (45,990,092) 16,062,700 GESTAMP AUTO COMPONENTS (WUHAN) CO., LTD. 2,000,000 - 2,000,000 (1,285,296) (101,016) (1,386,312) 613,688 GESTAMP NITRA, S.R.O. 3,331,284 - 3,331,284 - - - 3,331,284 GLOBAL LÁSER ARABA, S.L. 750,000 - 750,000 - - - 750,000 DIEDE D. DEVELOP., S. L. 798,990 - 798,990 - - - 798,990 REPARACIONES INDUSTRIALES ZALDIBAR, S.L. 3,332,769 666,554 3,999,323 (1,623,342) (339,847) (1,963,189) 2,036,134 GESTAMP HOLDING CHINA, A.B. - 4,407,558 4,407,558 - - - 4,407,558 GESTAMP SWEDEN, AB 785,643,481 - 785,643,481 - - - 785,643,481 TOTAL 1,627,912,821 14,870,437 1,642,783,258 (123,322,300) (27,615,867) (150,938,167) 1,491,845,091 Movements – 2020 On February 11 th 2020, the Comnpany attends the capital increase of Gestamp Sweden, for the amount of € 760,354,700. This contribution corresponds to the acquisition of 203.642 shares and modifies the interest held in the company that changes from 30.02% to 93.15%. On February 28 th 2020, the Company acquires to Edscha Holding GmbH, the interest that it held in Gestamp Finance Slovakia s.r.o., for amount of € 75,003,750. This contribution modifies the interest held that change from 25% to 100%. On June 30 th 2020, Gestamp Auto Components (Wuhan) CO., LTD, carries aout a caital reduction for amount of € 9,000,000, by the refund of this amount. The interest held in this company was unchanged, remaining at 100%. On December 30, 2020, the Company made a deferred payment of € 666,554, to the original owners of the Company Reparaciones Industriales Zaldíbar, S.L. The interest held in this company was unchanged, remaining at 99.98%. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 29 The movements in impairment losses are as follows: (€) Opening balance at January 1, 2020 Additions / (Disposals) Closing balance at December 31, 2020 Impairment losses at January 1, 2020 (Impairment) / Reversals Impairment losses at December 31, 2020 Net carrying amount at December 31, 2020 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. 355 - 355 - - - 355 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. 80,821,720 - 80,821,720 - (10,846,969) (10,846,969) 69,974,751 G. GLOBAL TOOLING, S, L, 64,898,309 - 64,898,309 (2,208,535) (14,313,513) (16,522,048) 48,376,261 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 (553,472) (247,708) (801,180) - 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 (4,962,938) 901,732 (4,061,206) 10,744,194 G. NORTH EUROPE SERV, S.L. 3,059 - 3,059 - - - 3,059 G. MANUFACT. AUTOCH, S. L. 425,000 - 425,000 (425,000) - (425,000) - GESTAMP ARAGÓN, S.A. 430,000 - 430,000 - - - 430,000 G. FINANCE SLOVAKIA, S.R.O. 25,001,250 75,003,750 100,005,000 (569,491) (4,766,652) (5,336,143) 94,668,857 GESTAMP HOLD MÉXICO, S.L. 1 - 1 - - - 1 G, HOLDING ARGENTINA, S.L. 10,867,092 - 10,867,092 (8,614,804) (666,929) (9,281,733) 1,585,359 GESTIÓN GLOBAL MATRICERÍA, S.L. 4,200,000 - 4,200,000 (328,058) - (328,058) 3,871,942 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 (6,627,295) (15,399,981) (22,027,276) 6,015,724 G. TECHNOLOGY INSTITUTE, S.L. 3,401,866 - 3,401,866 (2,303,211) (721,731) (3,024,942) 376,924 GESTAMP HUNGRIA KFT 62,052,792 - 62,052,792 (41,917,257) (5,841,850) (47,759,107) 14,293,685 GESTAMP AUTO COMPONENTS (WUHAN) CO., LTD. 11,000,000 (9,000,000) 2,000,000 (1,285,296) - (1,285,296) 714,704 GESTAMP NITRA, S.R.O. 3,331,284 - 3,331,284 - - - 3,331,284 GLOBAL LÁSER ARABA, S.L. 750,000 - 750,000 - - - 750,000 DIEDE D. DEVELOP., S. L. 798,990 - 798,990 - - - 798,990 REPARACIONES INDUSTRIALES ZALDIBAR, S.L. 2,666,215 666,554 3,332,769 (35,624) (1,587,718) (1,623,342) 1,709,427 GESTAMP SWEDEN, AB 25,288,781 760,354,700 785,643,481 - - - 785,643,481 TOTAL 800,887,817 827,025,004 1,627,912,821 (69,830,981) (53,491,319) (123,322,300) 1,504,590,521 8.2 Description of investments in group companies, jointly controlled entities and associates Information on direct investments in group companies, jointly controlled entities and associates at December 31 is as follows: € 0 % shareholding Net carrying Capital Reserves Dividends Profit (loss) Total Underlying carrying amount Distributed for the equity amount Direct Indirect year 2021 Gestamp Bizkaia, S.A. 85.31% 14.69% 139,239 7,67 321,652 - 13,223 342,545 292,225 Gestamp Vigo, S.A. ¹ 99.99% 1.00% 66,804 25,697 18,376 - (4,895) 39,178 39,174 Gestamp Cerveira, LDA. 39.37% 60.63% 14,764 27,414 13,323 - 8,075 48,812 19,217 Gestamp Toledo, S.L. ¹ 99.99% 0.01% 80,822 25,346 13,736 - (618 38,464 38,46 Autotech Engineering AIE ¹ 10.00% 90.00% 2,3 23 32,187 - 2,087 57,274 5,727 Gestamp Solblank Barcelona, S.A. ¹ 5.01% 94.99% - 8,513 (25,737) - (4,13) (21,354) (1,07) Gestamp Palencia, S.A. ¹ 100.00% 0.00% 36,428 19,093 30,207 (14,000) 3,157 38,457 38,457 Gestamp Linares, S.A. ¹ 5.02% 94.98% 563 9,01 6,159 - 632 15,801 793 Gestamp Servicios, S.L. ¹ 99.99% 0.01% 70,874 18,703 230,723 (31,000) 5,516 223,942 223,92 Gestamp Metalbages, S.A. ¹ 100.00% 0.00% 76,947 45,762 (23,671) - (1,471) 20,62 20,62 Gestamp Navarra, S.A. ¹ 71.37% 28.63% 29,325 40,08 24,87 - 20,046 84,996 60,662 Gestamp Aragón, S.A. 5.00% 95.00% 430 3 11,824 - 6,248 21,072 1,054 Gestamp Abrera, S.A. 5.01% 94.99% 396 6 1,635 - 3,908 11,543 578 Gestamp Levante, S.L. 88.49% 11.51% 12,192 1,074 26,159 - 8,827 36,06 31,909 Gestamp Hungría, KFT¹ 100.00% 0.00% 16,063 2,677 7,718 - 71,967 82,362 82,362 Gestamp Manufacturing Autochasis, S.L. ¹ 5.00% 95.00% 425 2 9,765 - 6,619 18,384 919 Gestamp Holding Rusia S.L. 30.80% 83.15% 15,812 21,325 2,557 - (15) 23,867 7,351 Gestamp Holding China, AB. 7.76% 76.70% 4,407 33,904 (63) - (20) 33,821 2,625 Gestamp Global Tooling. S.L. 99.99% 0.01% - 62,5 (62,448) - (5,829 (5,777) (5,776) Gestamp Vendas Novas S.L. 100.00% 0.00% 11,995 605 9,907 - 1,257 11,769 11,769 Gestamp North Europe Services S.L. 99.97% 0.03% 3 3 11,916 - 2,394 14,313 14,309 LOIRE, SAFE¹ 99.00% 1.00% 8,856 1,6 9,59 - (4,703) 6,487 6,422 Gestamp Funding Luxemburgo. S.A. 100.00% 0.00% 2,000 2,000 2,499 - 20 4,519 4,519 Gestamp Holding Argentina, S.L. 10.80% 69.89% 2,993 120 (3,472) - (1,187) 115,341 12,457 Gestamp Techn Institute, S.L.¹ 99.97% 0.03% 543 3 422 - 81 506 506 Gestamp Autocomponents WUHAN¹ 100.00% 0.00% 614 836 (196) - (191) 449 449 Edscha Santander, S.A. ¹ 5.03% 94.97% 455 2,693 14,457 - 4,645 21,795 1,096 Edscha Hengersberg Real Estate Gmbh ¹ 5.10% 94.90% 107 2,091 1,239 - 1,877 5,207 266 Gestamp Nitra S.r.o. 100.00% 0.00% 3,331 5 32,022 - 15,87 47,897 47,897 Global Láser Araba; S.L. 30.00% 0.00% 750 2,5 909 - 194 3,603 1,081 Edscha Hauzenberg Real Estate Gmbh ¹ 5.10% 94.90% 43 843 721 - 519 2,083 106 Gestamp Finance Slovakia S.r.o. 100% 0.00% 100,005 100,005 (5,436) - 6,001 100,57 100,57 Gestamp 2017, S.L. 100.00% 0.00% 3 3 (2) - - 1 1 Gestamp Global Matricerias, S.L. 30.00% 0.00% 3,872 14 (2,775 - (4,664) 6,561 1,968 Diede Die Developments, S.L. 100.00% 0.00% 799 806 1,531 - 1,436 3,773 3,773 Gestamp Sweden, AB 93.15% 6.85% 785,643 2,137 845,616 - (1,627) 846,126 788,166 Reparaciones Industriales Zaldíbar, S.L., 99.98% 0.00% 2,036 6 1,922 - 257 2,185 2,185 Edscha Kunststofftechnik, GmbH 0.10% 0.00% 6 2 661 - 86 749 1 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 30 € 000 % shareholding Capital Reserves Profit (loss) Underlying Net carrying Dividends for the Total carrying Direct Indirect amount Distributed year equity amount 2020 Gestamp Bizkaia, S.A. 85.31% 14.69% 139,239 7,670 340,040 - (7,339) 340,371 290,371 Gestamp Vigo, S.A. ¹ 99.99% 1.00% 66,804 25,697 25,528 - (7,046) 44,179 44,175 Gestamp Cerveira, LDA. 39.37% 60.63% 14,764 27,414 10,541 (3,000) 5,982 40,937 16,117 Gestamp Toledo, S.L. ¹ 99.99% 0.01% 69,975 25,346 21,696 - (7,990) 39,052 39,048 Autotech Engineering AIE ¹ 10.00% 90.00% 2,300 23,000 18,326 - 2,150 43,476 4,348 Gestamp Solblank Barcelona, S.A. ¹ 5.01% 94.99% - 8,513 (1,240) - (24,193) (16,920) (848) Gestamp Palencia, S.A. ¹ 100.00% 0.00% 36,428 19,093 29,595 - 14,392 63,080 63,080 Gestamp Linares, S.A. ¹ 5.02% 94.98% 563 9,010 7,137 - (1,034) 15,113 759 Gestamp Servicios, S.L. ¹ 99.99% 0.01% 70,874 18,703 252,631 - (5,159) 265,905 265,878 Gestamp Metalbages, S.A. ¹ 100.00% 0.00% 76,947 45,762 12,746 - (36,201) 22,307 22,307 Gestamp Navarra, S.A. ¹ 71.37% 28.63% 29,325 40,080 8,183 - 17,766 66,029 47,125 Gestamp Aragón, S.A. 5.00% 95.00% 430 3,000 5,988 - 5,500 14,488 724 Gestamp Abrera, S.A. 5.01% 94.99% 396 6,000 5,141 - (3,519) 7,622 382 Gestamp Levante, S.L. 88.49% 11.51% 12,192 1,074 26,106 - 685 27,865 24,658 Gestamp Hungría, KFT¹ 100.00% 0.00% 14,294 2,728 11,466 - (3,601) 10,593 10,593 Gestamp Manufacturing Autochasis, S.L. ¹ 5.00% 95.00% - 2,000 5,044 - 4,531 11,575 579 Gestamp Holding Rusia S.L. 25.18% 52.35% 6,016 21,325 63,459 - (10) 84,774 21,346 Gestamp Global Tooling. S.L. 99.99% 0.01% 48,376 62,500 (24,250) - (37,855) 395 395 Gestamp Vendas Novas S.L. 100.00% 0.00% 10,744 605 9,146 - 761 10,512 10,512 Gestamp North Europe Services S.L. 99.97% 0.03% 3 3 8,296 - 3,606 11,905 11,901 LOIRE, SAFE¹ 99.00% 1.00% 8,856 1,600 14,741 - (4,379) 11,962 11,842 Gestamp Funding Luxemburgo. S.A. 100.00% 0.00% 2,000 2,000 1,948 - 552 4,500 4,500 Gestamp Holding Argentina, S.L. 10.80% 69.89% 1,585 120,000 (1,433) - (2,039) 116,528 12,585 Gestamp Techn Institute, S.L.¹ 99.97% 0.03% 377 3 1,042 - (672) 373 373 Gestamp Autocomponents WUHAN¹ 100.00% 0.00% 715 754 (225) - 48 577 577 Edscha Santander, S.A. ¹ 5.03% 94.97% 455 2,693 21,363 - (6,704) 17,352 873 Edscha Hengersberg Real Estate Gmbh ¹ 5.10% 94.90% 107 2,091 1,289 - 2,221 5,601 286 Gestamp Nitra S.r.o. 100.00% 0.00% 3,331 5 19,641 - 12,325 31,971 31,971 Global Láser Araba; S.L. 30.00% 0.00% 750 2,500 920 - 80 3,500 1,050 Edscha Hauzenberg Real Estate Gmbh ¹ 5.10% 94.90% 43 843 751 - 184 1,778 91 Gestamp Finance Slovakia S.r.o. 100.00% 0.00% 94,669 100,005 (2,592) - 3,041 100,454 100,454 Gestamp 2017, S.L. 100.00% 0.00% 3 3 (2) - - 1 1 Gestamp Global Matricerias, S.L. 30.00% 0.00% 3,872 14,000 (1,279) - (1,466) 11,255 3,377 Diede Die Developments, S.L. 100.00% 0.00% 799 806 331 - 1,200 2,337 2,337 Gestamp Sweden, AB 93.15% 6.85% 785,643 845,706 121,995 - (99,055) 868,646 809,144 Reparaciones Industriales Zaldíbar, S.L., 99.98% 0.00% 1,709 6 2,360 - (587) 1,779 1,779 Edscha Kunststofftechnik, GmbH 0.10% 0.00% 6 2 583 - 78 663 1 8.3 Impairment of investments in group companies, jointly controlled entities and associates The impairment loss on investments in certain Gestamp Automoción, S.A. subsidiaries was calculated in accordance with their value in use. The value in use calculation was made using cash flow projections from budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using a 1% growth rate, which is a reasonable long-term average growth rate for the industry and lower than the rate expected for the previous five years. The discount rates (pre- tax) applied to the EGU’s in 2021 and 2020 are as follows: 2021 Area Discount rate before tax Perpetual growth rate Western Europe 7.7% - 10.2% 1.00% Eastern Europe 9.1% - 14.6% 1.00% Asia 8.5% - 13.8% 1.00% North America 8.40% 1.00% Mercosur 12.3% - 29.3% 1.00% 2020 Area Discount rate before tax Perpetual growth rate Western Europe 8.3% - 11.7% 1.00% Eastern Europe 9.8% - 14.2% 1.00% Asia 8.9% - 14.1% 1.00% North America 8.3% - 10.9% 1.00% Mercosur 14.8% - 19.7% 1.00% The economic projections made in the previous years have shown significant differences between the real figures, due to the pandemic situation. 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 2021 there have been reversals for impairment losses of 21,201 thousand euros and an allowance for impairment losses of 48,817 thousand euros (see Note 8.1). In relation to 2020 there have been reversals for impairment losses of 902 thousand euros and an allowance for impairment losses of 54,393 thousand euros (see Note 8.1). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 31 8.4 Other disclosures The activities and registered addresses of direct and indirect investees at December 2021 and 2020 are as follows: December 31, 2021 Direct shareholding Indirect shareholding Consolidation method Company Address Country Activity Auditors Gestamp Automoción, S.A. Vizcaya Spain Parent company Portfolio company Full Ernst & Young Gestamp Bizkaia, S.A. Vizcaya Spain 85.31% 14.69% Tooling and parts manufacturing Full Ernst & Young Gestamp Vigo, S.A. Pontevedra Spain 99.99% 0.01% Tooling and parts manufacturing Full Ernst & Young Gestamp Cerveira, Lda. Viana do Castelo Portugal 42.25% 57.75% Tooling and parts manufacturing Full Ernst & Young Gestamp Toledo, S.A. Toledo Spain 99.99% 0.01% Tooling and parts manufacturing Full Ernst & Young Autotech Engineering S.L. Vizcaya Spain 10.00% 90.00% Research and development Full Ernst & Young SCI de Tournan SUR Tournan France 0.10% 99.90% Property Full N/A Gestamp Solblank Barcelona, S.A. Barcelona Spain 5.01% 94.99% Tailor-welded blanks Full Ernst & Young Gestamp Palencia, S.A. Palencia Spain 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Argentina, S.A. Buenos Aires Argentina 70.00% Portfolio company Full Ernst & Young Gestamp Córdoba, S.A. Córdoba Argentina 70.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Linares, S.A. Jaén Spain 5.02% 94.98% Tooling and parts manufacturing Full Ernst & Young Gestamp Servicios, S.A. Madrid Spain 100.00% Business promotion and support Full Ernst & Young Matricería 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 - Industria e acessorios de Automoveis, 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 N/A 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 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 32 December 31, 2021 Direct shareholding Indirect shareholding Consolidation method Company Address Country Activity Auditors Todlem, S.L. Barcelona Spain 62.34% Portfolio company Full Ernst & Young Gestamp Navarra, S.A. Navarra Spain 71.37% 28.63% Tooling and parts manufacturing Full Ernst & Young Gestamp Baires, S.A. Buenos Aires Argentina 70.00% Dies, stamping and parts manufacturing Full Ernst & Young Ingeniería Global Metalbages, S.A. Barcelona Spain 100.00% Administration services Full N/A Gestamp Aragón, S.A. Zaragoza Spain 5.01% 94.99% Tooling and parts manufacturing Full Ernst & Young Gestamp Abrera, S.A. Barcelona Spain 5.01% 94.99% Tooling and parts manufacturing Full Ernst & Young Gestamp Levante, S.A. Valencia Spain 88.50% 11.50% Tooling and parts manufacturing Full Ernst & Young Gestamp Solblank Navarra, S.L.U. Navarra Spain 100.00% Tooling and welding Full N/A Automated Joining Solutions, S.L. Barcelona Spain 100.00% Tooling and parts manufacturing Full N/A Gestamp Polska, SP. Z.O.O. Wielkopolska Poland 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp 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 93.15% 6.85% 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 43.00% 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 76.70% Tooling and parts manufacturing Full Ernst & Young Gestamp Kartek Corp. Gyeongsangnam-Do South Korea 100.00% Tooling and parts manufacturing Full Ernst & Young Beyçelik Gestamp Otomotive Sanayi, A.S. Bursa Turkey 50.00% Tooling and parts manufacturing Full Deloitte Gestamp Toluca 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 AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 33 December 31, 2021 Direct shareholding Indirect shareholding Consolidation method Company Address Country Activity Auditors Gestamp Severstal Vsevolozhsk Llc Saint Petersburg Russia 62.34% 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 62.34% Tooling and parts manufacturing Full Ernst & Young Gestamp Automotive India Private Ltd. Pune India 50.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Pune Automotive, Private Ltd. Pune India 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Chattanooga, Llc Chattanooga USA 70.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Holding Rusia, S.L. Madrid Spain 30.80% 52.34% Portfolio company Full Ernst & Young Gestamp South Carolina, Llc South Carolina USA 70.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Holding China, AB Lulea Sweden 68.94% Portfolio company Full Ernst & Young Gestamp Global Tooling, S.L. Vizcaya Spain 99.99% 0.01% Manufacturing of dies Full Ernst & Young Gestamp Tool Hardening, S.L. Vizcaya Spain 100.00% Manufacturing of dies Full Ernst & Young Gestamp Vendas Novas Lda. Évora Portugal 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Togliatti, Llc. Togliatti Russia 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Automotive Chennai Private Ltd. Chennai India 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Palau, S.A. 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% Manufacturing of dies Full Ernst & Young Gestamp Tooling Erandio, S.L. Guipúzcoa Spain 100.00% Portfolio company Full Ernst & Young Diede Die Developments, S.L. Vizcaya Spain 100.00% Manufacturing of dies Full IZE Auditores Gestamp Louny, S.R.O. Prague Czech Republic 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Auto Components (Shenyang), Co. Ltd. Shenyang China 82.50% Tooling and parts manufacturing Full Ernst & Young Gestamp West Virginia, Llc. Michigan USA 70.00% Tooling and parts manufacturing Full Ernst & Young Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. Kocaeli Turkey 50.00% Tooling and parts manufacturing Full Deloitte Gestamp Auto Components (Dongguan), Co. Ltd. Dongguan China 82.50% Tooling and parts manufacturing Full Ernst & Young Gestamp Try Out Services, S.L. Vizcaya Spain 100.00% Manufacturing of dies Full Ernst & Young Gestión Global de Matricería, S.L. Vizcaya Spain 30.00% No activity Equity method Ernst & Young Ingeniería y Construcción de Matrices, S.A.U Vizcaya Spain 30.00% Manufacturing of dies Equity method (A) IZE Auditores IxCxT, S.A.U Vizcaya Spain 30.00% Manufacturing of dies Equity method (A) IZE Auditores Gestamp Funding Luxembourg, S.A. Luxembourg Luxembourg 100.00% Portfolio company Full Ernst & Young Gestamp Puebla II, S.A. de C.V. Puebla Mexico 70.00% Tooling and parts manufacturing Full Ernst & Young GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 34 December 31, 2021 Direct shareholding Indirect shareholding Consolidation method Company Address Country Activity Auditors Autotech Engineering Deutschland GmbH Bielefeld Germany 100.00% Research and development Full Ernst & Young Autotech Engineering R&D Uk limited Durhan United Kingdom 100.00% Research and development Full Ernst & Young Gestamp Holding México, S.L. Madrid Spain 69.99% Portfolio company Full Ernst & Young Gestamp Holding Argentina, S.L. Madrid Spain 10.80% 59.19% Portfolio company Full Ernst & Young Mursolar 21, S.L. Madrid Spain 82.50% 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 Servicios Laborales, S.A. de C.V. Puebla Mexico 30.00% Employment services Equity method (A) N/A Gestool Tooling Manufacturing (Kunshan), Co., Ltd Kunshan China 30.00% Manufacturing of dies Equity method (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, Inc. Delaware USA 100.00% IT, and research and development Full N/A Gestamp Auto Components Wuhan, co. Ltd. Wuhan China 100.00% Tooling and parts manufacturing Full N/A Çelik Form Gestamp Otomotive, A.S. Bursa Turkey 50.00% Tooling and parts manufacturing Full Deloitte Gestamp Washtenaw, LLc. Delaware USA 70.00% Tooling and parts manufacturing Full N/A Gestamp San Luis Potosí, S.A.P.I. de C.V. Mexico City Mexico 70.00% Employment services Full 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 51.00% Tooling and parts manufacturing Full Ernst & Young Gestamp 2017, S.L.U. Madrid Spain 100.00% Portfolio company Full N/A Autotech Engineering (Shangai) Co. Ltd. Shangai China 100.00% Research and development Full Ernst & Young Gestamp Hot Stamping Japan Co. Ltd. Tokio Japan 100.00% Tooling and parts manufacturing Full Ernst & Young Global Laser Araba, S.L. Álava Spain 30.00% Tooling and parts manufacturing Equity method Ernst & Young Gestamp Beycelik Romania, S.R.L. Darmanesti Romania 50.00% Tooling and parts manufacturing Full Ernst & Young Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Bursa Turkey 50.00% Manufacturing of dies Full Deloitte Gestamp Nitra, S.R.O. Bratislava Slovakia 100.00% Tooling and parts manufacturing Full Ernst & Young Almussafes Mantenimiento de Troqueles, S.L. Barcelona Spain 100.00% Die maintenance Full Ernst & Young Gestamp (China) Holding, Co. Ltd Shangai China 100.00% Portfolio company Full Ernst & Young Gestamp Autotech Japan K.K. Tokio Japan 100.00% Research and development Full Ernst & Young Gestamp Sorocaba Industria Autopeças Ltda. Sorocaba Brazil 70.00% Tooling and parts manufacturing Full Ernst & Young Tuyauto Gestamp Morocco Kenitra Morocco 50.00% Tooling and parts manufacturing Full N/A Gestamp Auto Components (Beijing) Co., Ltd. Beijin China 51.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Mexicana Serv. Lab. II, S.A. de CV México DF Mexico 70.00% Employment services Full N/A Reparaciones Industriales Zaldibar, S.L. Vizcaya Spain 99.99% 0.01% Industrial equipment services Full N/A Autotech Engineering Spain, S.L. Madrid Spain 100.00% Research and development Full Ernst & Young Autotech Engineering France S.A.S. Meudon la Forêt France 100.00% Research and development Full N/A Gestamp Auto Components Sales (Tianjin) Co., LTD. Tianjin China 49.00% Consulting and Post-sales services Equity method N/A Gestamp Etem Automotive Bulgaria, S.A. Sofía Bulgaria 51.00% Industrialization of post-extrusion activities Full N/A Etem Gestamp Aluminium Extrusions, S.A. Sofía Bulgaria 49.00% Tooling and parts manufacturing Equity method N/A Gestamp New Energy Vehicle Components (Beijing) Co., LTD. Beijin China 51.00% Full N/A GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 35 December 31, 2021 Direct shareholding Indirect shareholding Consolidation method Company Address Country Activity Auditors Edscha Holding GmbH Remscheid Germany 100.00% Portfolio company Full Ernst & Young Edscha Automotive Hengersberg GmbH Hengersberg Germany 100.00% Tooling and parts manufacturing Full Ernst & Young Edscha Automotive Hauzenberg GmbH Hauzenberg Germany 100.00% Tooling and parts manufacturing Full Ernst & Young Edscha Engineering GmbH Remscheid Germany 100.00% Research and development Full Ernst & Young Edscha Hengersberg Real Estate GmbH & Co. KG Hengersberg Germany 5.10% 94.90% Property Full N/A Edscha Hauzenberg Real Estate GmbH & Co. KG Hauzenberg Germany 5.10% 94.90% Property Full N/A Edscha Automotive Kamenice S.R.O. Kamenice Czech Republic 100.00% Tooling and parts manufacturing Full Ernst & Young Edscha Hradec S.R.O. Hradec Czech Republic 100.00% Manufacturing of dies Full Ernst & Young Edscha Velky Meder S.R.O. Velky Meder Slovakia 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp 2008, S.L. Villalonquéjar (Burgos) Spain 100.00% Portfolio company Full Ernst & Young Edscha Burgos, S.A. Villalonquéjar (Burgos) Spain 100.00% Tooling and parts manufacturing Full Ernst & Young Edscha Santander, S.A. El Astillero (Cantabria) Spain 5.01% 94.99% Tooling and parts manufacturing Full Ernst & Young Edscha Briey S.A.S. Briey Cedex France 100.00% Tooling and parts manufacturing Full Ernst & Young Edscha Engineering France S.A.S. Les Ulis France 100.00% Research and development Full Ernst & Young Edscha do Brasil Ltda. Sorocaba Brazil 100.00% Tooling and parts manufacturing Full Ernst & Young Edscha Japan Co., Ltd. Tokio Japan 100.00% Sales office Full N/A Jui Li Edscha Body Systems Co., Ltd. Kaohsiung Taiwan 60.00% Tooling and parts manufacturing Full Ernst & Young Jui Li Edscha Holding Co., Ltd. Apia Samoa 60.00% Portfolio company Full N/A Jui Li Edscha Hainan Industry Enterprise Co., Ltd. Hainan China 60.00% Tooling and parts manufacturing Full Ernst & Young Edscha Automotive Technology (Shangai) Co., Ltd. Shanghai China 100.00% Research and development Full Shangai Ruitong Cpa Shanghai Edscha Machinery Co., Ltd. Shanghai China 55.00% Tooling and parts manufacturing Full Ernst & Young Anhui Edscha Automotive Parts Co Ltd. Anhui China 100.00% Tooling and parts manufacturing Full Ernst & Young Edscha Automotive Michigan, Inc Lapeer USA 100.00% Tooling and parts manufacturing Full N/A Edscha Togliatti, Llc. Togliatti Russia 100.00% Tooling and parts manufacturing Full National Audit Corporation Edscha Automotive Components (Kunshan) Co., Ltd. Kunshan China 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Finance Slovakia S.R.O. Velky Meder Slovakia 100.00% Portfolio company Full Ernst & Young Edscha Kunststofftechnik GmbH Remscheid Germany 100.00% Tooling and parts manufacturing Full JKG Treuhand Edscha Pha, Ltd. Seul South Korea 50.00% Parts manufacture, research and development Full Ernst & Young Edscha Aapico Automotive Co. Ltd Pranakorn Sri Ayutthaya Thailand 51.00% Tooling and parts manufacturing Full Ernst & Young Edscha Automotive SLP, S.A.P.I. de C.V. Mexico City Mexico 100.00% No activity Full N/A Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Mexico City Mexico 100.00% No activity Full N/A Edscha Automotive Components (Chongqing) Co. Ltd. Chongqing China 100.00% Tooling and parts manufacturing Full N/A Edscha Pha Automotive Components (Kunshan) Co., Ltd. Kunshan China 50.00% Parts manufacture Full Deloitte Edscha North America Technologies, Llc. Delaware USA 100.00% Holding/Divisional company Full Ernst & Young Edscha Automotive Components (Shanghai) Co., Ltd Shanghai China 55.00% Tooling and parts manufacturing Full N/A 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 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Prisma, S.A.S Usine de Messempré France 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Tallent , Ltd Newton Aycliffe, Durham United Kingdom 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Wroclaw Sp.z,o.o. Wroclaw Poland 100.00% Tooling and parts manufacturing Full Ernst & Young Gestamp Auto components (Chongqing) Co., Ltd. Chongqing China 100.00% Tooling and parts manufacturing Full Ernst & Young GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 36 Company Address Country Activity Auditors Gestamp Automoción, S.A. Vizcaya Spain Parent company Portfolio company Full Ernst & Young Gestamp Bizkaia, S.A. Vizcaya Spain 85,31% 14,69% Tooling and parts manufacturing Full Ernst & Young Gestamp Vigo, S.A. Pontevedra Spain 99,99% 0,01% Tooling and parts manufacturing Full Ernst & Young Gestamp Cerveira, Lda. Viana do Castelo Portugal 42,25% 57,75% Tooling and parts manufacturing Full Ernst & Young Gestamp Toledo, S.A. Toledo Spain 99,99% 0,01% Tooling and parts manufacturing Full Ernst & Young Autotech Engineering S.L. Vizcaya Spain 10,00% 90,00% Research and development Full Ernst & Young SCI de Tournan SUR Tournan France 0,10% 99,90% Property Full N/A Gestamp Solblank Barcelona, S.A. Barcelona Spain 5,01% 94,99% Tailor-welded blanks Full Ernst & Young Gestamp Palencia, S.A. Palencia Spain 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Argentina, S.A. Buenos Aires Argentina 70,00% Portfolio company Full Ernst & Young Gestamp Córdoba, S.A. Córdoba Argentina 70,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Linares, S.A. Jaén Spain 5,02% 94,98% Tooling and parts manufacturing Full Ernst & Young Gestamp Servicios, S.A. Madrid Spain 100,00% Business promotion and support Full Ernst & Young Matricería 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 - Industria e acessorios de Automoveis, 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 N/A 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 December 31, 2020 Direct shareholding Indirect shareholding Consolidation method GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 37 Company Address Country Activity Auditors 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 Metalbages, S.A. Barcelona Spain 100,00% Administration services Full N/A Gestamp Aragón, S.A. Zaragoza Spain 5,01% 94,99% Tooling and parts manufacturing Full Ernst & Young Gestamp Abrera, S.A. Barcelona Spain 5,01% 94,99% Tooling and parts manufacturing Full Ernst & Young Gestamp Levante, S.A. Valencia Spain 88,50% 11,50% Tooling and parts manufacturing Full Ernst & Young Gestamp Solblank Navarra, S.L.U. Navarra Spain 100,00% Tooling and welding Full N/A Automated Joining Solutions, S.L. Barcelona Spain 100,00% Tooling and parts manufacturing Full N/A Gestamp Polska, SP. Z.O.O. Wielkopolska Poland 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp 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 93,15% 6,85% 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 43,00% 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 Corp. Gyeongsangnam-Do South Korea 100,00% Tooling and parts manufacturing Full Ernst & Young Beyçelik Gestamp Otomotive Sanayi, A.S. Bursa Turkey 50,00% Tooling and parts manufacturing Full Deloitte Gestamp Toluca 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. Direct shareholding Indirect shareholding Consolidation method December 31, 2020 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 38 (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. Company Address Country Activity Auditors Gestamp Severstal Vsevolozhsk Llc Saint Petersburg Russia 58,13% Tooling and parts manufacturing Full Ernst & Young Adral, matriceria y pta. a punto, S.L. Vizcaya Spain 100,00% 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 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 Lulea Sweden 68,95% Portfolio company Full Ernst & Young Gestamp Global Tooling, S.L. Vizcaya Spain 99,99% 0,01% Manufacturing of dies Full Ernst & Young Gestamp Tool Hardening, S.L. Vizcaya Spain 100,00% Manufacturing of dies Full Ernst & Young Gestamp Vendas Novas Lda. Évora Portugal 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Togliatti, Llc. Togliatti Russia 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Automotive Chennai Private Ltd. Chennai India 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Palau, S.A. 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% Manufacturing of dies Full Ernst & Young Gestamp Tooling Erandio, S.L. Guipúzcoa Spain 100,00% Portfolio company Full Ernst & Young Diede Die Developments, S.L. Vizcaya Spain 100,00% Manufacturing of dies Full IZE Auditores Gestamp Louny, S.R.O. Prague Czech Republic 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Auto Components (Shenyang), Co. Ltd. Shenyang China 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 Otomotive Sanayi, A.S. Kocaeli Turkey 50,00% Tooling and parts manufacturing Full Deloitte Gestamp Auto Components (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 de Matrices, S.A.U Vizcaya Spain 30,00% Manufacturing of dies Equity method (A) IZE Auditores December 31, 2020 Direct shareholding Indirect shareholding Consolidation method GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 39 (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. Company Address Country Activity Auditors IxCxT, S.A.U Vizcaya Spain 30,00% Manufacturing of dies Equity method (A) IZE Auditores Gestamp Funding Luxembourg, S.A. Luxembourg Luxembourg 100,00% Portfolio company Full Ernst & Young 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 Servicios Laborales, S.A. de C.V. Puebla Mexico 30,00% Employment services Equity method (A) N/A Gestool Tooling Manufacturing (Kunshan), Co., Ltd Kunshan China 30,00% Manufacturing of dies Equity method (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, Inc. Delaware USA 100,00% IT, and research and development Full N/A Gestamp Auto Components Wuhan, co. Ltd. Wuhan China 100,00% Tooling and parts manufacturing Full N/A ÇelikForm Gestamp Otomotive Sanayi, A.S. Bursa Turkey 50,00% Tooling and parts manufacturing Full Deloitte Gestamp Washtenaw, LLc. Delaware USA 70,00% Tooling and parts manufacturing Full N/A Gestamp San Luis Potosí, S.A.P.I. de C.V. Mexico City Mexico 70,00% Employment services Full 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 51,00% Tooling and parts manufacturing Full Ernst & Young Gestamp 2017, S.L.U. Madrid Spain 100,00% Portfolio company Full N/A Autotech Engineering (Shangai) Co. Ltd. Shangai China 100,00% Research and development Full Ernst & Young Gestamp Hot Stamping Japan Co. Ltd. Tokio Japan 100,00% Tooling and parts manufacturing Full Ernst & Young Global Laser Araba, S.L. Álava Spain 30,00% Tooling and parts manufacturing Equity method Ernst & Young Gestamp Beycelik Romania, S.R.L. Darmanesti Romania 50,00% Tooling and parts manufacturing Full Ernst & Young Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Bursa Turkey 50,00% Manufacturing of dies Full Deloitte Gestamp Nitra, S.R.O. Bratislava Slovakia 100,00% Tooling and parts manufacturing Full Ernst & Young Almussafes Mantenimiento de Troqueles, S.L. Barcelona Spain 100,00% Die maintenance Full Ernst & Young Gestamp (China) Holding, Co. Ltd Shangai China 100,00% Portfolio company Full Ernst & Young Gestamp Autotech Japan K.K. Tokio Japan 100,00% Research and development Full Ernst & Young Gestamp Sorocaba Industria Autopeças Ltda. Sorocaba Brazil 70,00% Tooling and parts manufacturing Full Ernst & Young Tuyauto Gestamp Morocco Kenitra Morocco 50,00% Tooling and parts manufacturing Full N/A Gestamp Auto Components (Beijing) Co., Ltd. Beijin China 51,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Mexicana Serv. Lab. II, S.A. de CV México DF Mexico 70,00% Employment services Full N/A Reparaciones Industriales Zaldibar, S.L. Vizcaya Spain 0,01% 99,99% Industrial equipment services Full N/A Autotech Engineering Spain, S.L. Madrid Spain 100,00% Research and development Full Ernst & Young Autotech Engineering France S.A.S. Meudon la Forêt France 100,00% Research and development Full N/A Gestamp Auto Components Sales (Tianjin) Co., LTD. Tianjin China 49,00% Consulting and Post-sales services Equity method N/A Gestamp Etem Automotive Bulgaria, S.A. Sofía Bulgaria 51,00% Industrialization of post-extrusion activities Full N/A Etem Gestamp Aluminium Extrusions, S.A. Sofía Bulgaria 49,00% Tooling and parts manufacturing Equity method N/A December 31, 2020 Direct shareholding Indirect shareholding Consolidation method GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 40 Company Address Country Activity Auditors Edscha Holding GmbH Remscheid Germany 100,00% Portfolio company Full Ernst & Young Edscha Automotive Hengersberg GmbH Hengersberg Germany 100,00% Tooling and parts manufacturing Full Ernst & Young Edscha Automotive Hauzenberg GmbH Hauzenberg Germany 100,00% Tooling and parts manufacturing Full Ernst & Young Edscha Engineering GmbH Remscheid Germany 100,00% Research and development Full Ernst & Young Edscha Hengersberg Real Estate GmbH & Co. KG Hengersberg Germany 5,10% 94,90% Property Full N/A Edscha Hauzenberg Real Estate GmbH & Co. KG Hauzenberg Germany 5,10% 94,90% Property Full N/A Edscha Automotive Kamenice S.R.O. Kamenice Czech Republic 100,00% Tooling and parts manufacturing Full Ernst & Young Edscha Hradec S.R.O. Hradec Czech Republic 100,00% Manufacturing of dies Full Ernst & Young Edscha Velky Meder S.R.O. Velky Meder Slovakia 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp 2008, S.L. Villalonquéjar (Burgos) Spain 100,00% Portfolio company Full Ernst & Young Edscha Burgos, S.A. Villalonquéjar (Burgos) Spain 100,00% Tooling and parts manufacturing Full Ernst & Young Edscha Santander, S.A. El Astillero (Cantabria) Spain 5,01% 94,99% Tooling and parts manufacturing Full Ernst & Young Edscha Briey S.A.S. Briey Cedex France 100,00% Tooling and parts manufacturing Full Ernst & Young Edscha Engineering France S.A.S. Les Ulis France 100,00% Research and development Full Ernst & Young Edscha do Brasil Ltda. Sorocaba Brazil 100,00% Tooling and parts manufacturing Full Ernst & Young Edscha Japan Co., Ltd. Tokio Japan 100,00% Sales office Full N/A Jui Li Edscha Body Systems Co., Ltd. Kaohsiung Taiwan 60,00% Tooling and parts manufacturing Full Ernst & Young Jui Li Edscha Holding Co., Ltd. Apia Samoa 60,00% Portfolio company Full N/A Jui Li Edscha Hainan Industry Enterprise Co., Ltd. Hainan China 60,00% Tooling and parts manufacturing Full Ernst & Young Edscha Automotive Technology (Shangai) Co., Ltd. Shanghai China 100,00% Research and development Full Shangai Ruitong Cpa Shanghai Edscha Machinery Co., Ltd. Shanghai China 55,00% Tooling and parts manufacturing Full Ernst & Young Anhui Edscha Automotive Parts Co Ltd. Anhui China 100,00% Tooling and parts manufacturing Full Ernst & Young Edscha Automotive Michigan, Inc Lapeer USA 100,00% Tooling and parts manufacturing Full N/A Edscha Togliatti, Llc. Togliatti Russia 100,00% Tooling and parts manufacturing Full National Audit Corporation Edscha Automotive Components (Kunshan) Co., Ltd. Kunshan China 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Finance Slovakia S.R.O. Velky Meder Slovakia 100,00% Portfolio company Full Ernst & Young Edscha Kunststofftechnik GmbH Remscheid Germany 100,00% Tooling and parts manufacturing Full JKG Treuhand Edscha Pha, Ltd. Seul South Korea 50,00% Parts manufacture, research and development Full Ernst & Young Edscha Aapico Automotive Co. Ltd Pranakorn Sri Ayutthaya Thailand 51,00% Tooling and parts manufacturing Full Ernst & Young Edscha Automotive SLP, S.A.P.I. de C.V. Mexico City Mexico 100,00% No activity Full N/A Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Mexico City Mexico 100,00% No activity Full N/A Edscha Automotive Components (Chongqing) Co. Ltd. Chongqing China 100,00% Tooling and parts manufacturing Full N/A Edscha Pha Automotive Components (Kunshan) Co., Ltd. Kunshan China 50,00% Parts manufacture Full Deloitte Edscha North America Technologies, Llc. Delaware USA 100,00% Holding/Divisional company Full Ernst & Young Edscha Automotive Components (Shanghai) Co., Ltd Shanghai China 55,00% Tooling and parts manufacturing Full N/A 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 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Prisma, S.A.S Usine de Messempré France 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Tallent , Ltd Newton Aycliffe, Durham United Kingdom 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Wroclaw Sp.z,o.o. Wroclaw Poland 100,00% Tooling and parts manufacturing Full Ernst & Young Gestamp Auto components (Chongqing) Co., Ltd. Chongqing China 100,00% Tooling and parts manufacturing Full Ernst & Young Direct shareholding Indirect shareholding Consolidation method December 31, 2020 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 41 The Company has issued the pertinent notices to its subsidiaries under Article 155 of the Corporate Enterprises Act and there is no obligation that could give rise to contingencies with respect to those companies. 9. FINANCIAL ASSETS The breakdown of financial assets at December 31, except for the equity investments in group companies, jointly controlled entities and associates (Note 8), is as follows: Loans, derivatives and other financial assets Total ( €) 2021 2020 2021 2020 Non - current financial assets Loans and receivables 847,120,824 895,922,427 847,120,824 895,922,427 Derivatives 25,970,444 - 25,970,444 - Credits to third parties 32,737,928 35,380,935 32,737,928 35,380,935 Other financial assets 1,200 1,200 1,200 1,200 905,830,396 931,304,562 905,830,396 931,304,562 Current financial assets Other financial assets 6,000,000 - 6,000,000 - Loans and receivables 1,582,005,741 1,444,451,383 1,582,005,741 1,444,451,383 1,588,005,741 1,444,451,383 1,588,005,741 1,444,451,383 Total 2,493,836,137 2,375,755,945 2,493,836,137 2,375,755,945 These amounts are disclosed in the balance sheet as follows: Loans, derivatives and other financial assets Total ( €) 2021 2020 2021 2020 Non - current financial assets Investments in group companies and associates Loans to companies (Note 19.1) 847,120,824 895,922,427 847,120,824 895,922,427 Non - current investments Credits to third parties 32,737,928 35,380,935 32,737,928 35,380,935 Derivatives (Note 14.2) 25,970,444 - 25,970,444 - Other financial assets 1,200 1,200 1,200 1,200 905,830,396 931,304,562 905,830,396 931,304,562 Current financial assets Current investments in group companies and associates Loans to companies (Note 19.2) 564,300,150 415,129,081 564,300,150 415,129,081 Other financial assets (Note 19) 1,017,705,591 998,687,302 1,017,705,591 998,687,302 Debt Securities - 30,635,000 - 30,635,000 Current investments Other financial assets 6,000,000 - 6,000,000 - 1,588,005,741 1,444,451,383 1,588,005,741 1,444,451,383 2,493,836,137 2,375,755,945 2,493,836,137 2,375,755,945 “Credits to third parties” 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 € 31,714 thousand. The amount of interest accrued amounts € 1,024 thousand. These loans are secured with a pledge on the shares. The main financial terms of the loans are interest at the official interest rate prevailing for each calendar year and duration of six years from signing (Note 19.2). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 42 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 2021 and 2020: (€) 2021 Total current 1-2 years 2-3 years 3-4 years 4-5 years Subsequent Total, non-current Loans to companies (Note 19.2) 564,300,150 370,545,051 39,762,900 25,626,658 411,186,215 - 847,120,824 Other financial assets (Note 19) 1,017,705,591 1,200 - - - - 1,200 Credits to third parties - 32,737,928 - - - - 32,737,928 Derivatives (Note 14.2) - 11,821,288 5,865,596 3,839,505 1,300,699 3,143,356 25,970,444 Other financial assets 6,000,000 - - - - - - 1,588,005,741 415,105,467 45,628,496 29,466,163 412,486,914 3,143,356 905,830,396 (€) 2020 Total current 1-2 years 2-3 years 3-4 years 4-5 years Subsequent Total, non-current Loans to companies (Note 19.2) 415,129,081 149,205,198 368,434,465 52,612,900 - 325,669,864 895,922,427 Other financial assets (Note 19) 998,687,302 - - - - 1,200 1,200 Credits to third parties - 35,380,935 - - - - 35,380,935 Short-term financial investments - - - - - - - Debt Securities 30,635,000 - - - - - - 1,444,451,383 184,586,133 368,434,465 52,612,900 - 325,671,064 931,304,562 9.1 Debt securities “Debt securities” at December 31 st , 2020 included 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 matured on April 15, 2021, and carried an 11.5% coupon, which was paid annually. The bonds were admitted for trading on the SEBI (Securities and Exchange Board of India) and have been cancelled at maturity. The amount of accrued interest at December 31 st , 2020 amounted € 2,857,029 and was recognized under “Current investments in group companies and associates. 9.2 Other financial assets The epigraph “Other financial assets” corresponds at December 31 st , 2021 to to deposits at one year. 10. CASH AND CASH EQUIVALENTS The breakdown of “Cash and cash equivalents” at December 31 is as follows: ( €) 2021 2020 Cash 622 676 Demand current accounts 700,290,698 1,447,726,554 Other equivalent liquid assets - 284,880,427 700,291,320 1,732,607,657 “Other equivalents liquid assets” are referred to bank deposits contracted by the Company with maturity in less of three months. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 43 11. EQUITY – CAPITAL AND RESERVES 11.1 Registered capital At December 31, 2021, the Company's capital consisted of 575,514,360 indivisible and accumulable registered shares (2019: 575,514,360 shares, par value of € 0.50 each) with a par value of € 0.50 each. That constitutes a social capital that amounts € 287,757,180. 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 2021 2020 Acek Desarrollo y Gestión Industrial S.L. 22.87% 22.76% Gestamp 2020, S.L. 50.10% 50.10% Stock market () 26.91% 27.07% Treasury Stock 0.12% 0.07% 100.00% 100.00% () Includes actions of managers and employees of the group. Acek Desarrollo y Gestión Industrial, S.L., held 75% of the capital of Gestamp 2020, S.L., so its total (direct and indirect) share in the Parent Company is 60.45%. Movements - 2021 In March, August and September 2021, Acek Desarrollo y Gestión Industrial, S.L., proceeded to the purchase of 612,077 shares, quivalent to a 0,106% stake in it, to the stock market. Movements - 2020 In February, March, April, August and September 2020, Acek Desarrollo y Gestión Industrial, S.L., proceeded to the purchase of 17,675,835 shares, quivalent to a 3.07% stake in it, to the stock market. 11.1.1 Treasury shares. At July 27 th , 2018 the Company signed a liquidity 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 conditions 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 designated to the cash account associated to the contract amounts € 9,000 thousand. At December 31 st , 2021 Gestamp Automoción, S.A. has own shares, as detailed in the following table: Shares in treasury at December 31, 2021 Euros per share Number of shares Acquisition Share prices Market Value ( €) % 676,492 4.01 4.413 2,985,359 0.12% GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 44 The movements of the own shares in 2021 and 2020 are detailed in the following table: Shares in treasury at December 31, 2020 380,048 Acquisitions 7,670,599 Disposals 7,374,155 Shares in treasury at December 31, 2021 676,492 Shares in treasury at December 31, 2019 688,549 Acquisitions 12,011,344 Disposals 12,319,845 Shares in treasury at December 31, 2020 380,048 Acquisitions: The amount of the acquisitions of own shares in 2021 amounts to € 31,796 thousand. Disposals: In 2021 the disposals of own shares amount to € 30,429 thousand. The selling price of the interim shares detailed in the previous table amounts € 30,795 thousand, generating a positive result of € 366 thousand (negative result of € 650 thousand in 2020). The net result of € 1,926 thousand is registered in the section “Distributable Reserves” (note 11.3). 11.2 Share premium At December 31, 2021 and 2020, the Company recognized a share premium amounting to € 61,591,287. The share premium account is freely distributable, subject to the limitations provided for in the Capital Enterprises Act (Note 3.1). 11.3 Reserves Details and movements of the different items of “Reserves” are as follows: 2021 (€) Opening balance Distribution of 2020 result Capital reductions Distribution of dividends Transactions with own shares or participations Closing balance Legal reserve 57,551,437 - - - - 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 304,402,590 - - - 365,642 304,768,232 506,035,643 - - - 365,642 506,401,285 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 45 2020 (€) Opening balance Distribution of 2019 result Capital reductions Distribution of dividends Transactions with own shares or participations Closing balance Legal reserve 57,551,437 - - - - 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 181,953,629 123,099,269 - - (650,308) 304,402,590 383,586,682 123,099,269 - - (650,308) 506,035,643 “Voluntary reserves” includes € 365,642, from the own shares transactions. “Other special reserves” includes the following concepts:  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 available because of the goodwill is fully amortized. The total amount of dividends paid by the Company in 2020 is 31,612 thousand euros. This amounts corresponds to the interim dividend from the previous year, paid on January 14, 2020. 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 2021 no result of the year has been destinated to legal reserve, due to with this percentage is reached the 20% of the registered capital of the Company. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 46 12. EQUITY – VALUATION ADJUSTMENTS Details and movements in “Valuation adjustments” are as follows: ( €) Opening balance Movements, net Closing balance 2021 Cash flow hedges (899,920) 699,279 (200,641) (899,920) 699,279 (200,641) 2020 Cash flow hedges (6,361,650) 5,461,730 (899,920) (6,361,650) 5,461,730 (899,920) The breakdown of net movements in 2021 and 2020 is shown in the statement of changes in equity, which forms an integral part of the financial statements. The differences in this section reflect the change in the value of the cash flow hedges explained in Note 14.2. 13. PROVISIONS AND CONTINGENCIES The non-current provision mainly reflects the obligations assumed by the Company, as parent of the Group, related to certain contingencies arising from possible interpretations of legal requirements of past events at subsidiaries, the settlement of which is expected to result in an outflow of resources and the amount of which can be measured reliably.The amount reflected in “other provisions” includes the provision for risks and expenses made to cover situations of equity imbalance in investee companies. 14. FINANCIAL LIABILITIES The breakdown of “Financial liabilities” at December 31, is as follows: Debt with financial institutions Derivatives and other Total (Euros) 2021 2020 2021 2020 2021 2020 Non - current financial liabilities Debts and payables 1,828,770,759 1,886,210,214 19,653,439 519,612,338 1,848,424,198 2,405,822,552 Debentures and other marketable securities - - 478,703,781 564,386,291 478,703,781 564,386,291 Derivatives - - 36,868,186 39,772,166 36,868,186 39,772,166 1,828,770,759 1,886,210,214 535,225,406 1,123,770,795 2,363,996,165 3,009,981,009 Current financial liabilities Debts and payables 140,509,042 497,007,508 1,456,994,449 1,407,271,925 1,597,503,491 1,904,279,433 140,509,042 497,007,508 1,456,994,449 1,407,271,925 1,597,503,491 1,904,279,433 1,969,279,801 2,383,217,722 1,992,219,855 2,531,042,720 3,961,499,656 4,914,260,442 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 47 These amounts are disclosed in the balance sheet as follows: Debt with financial institutions Derivatives and other Total (Euros) 2021 2020 2021 2020 2021 2020 Non - current financial liabilities: Non-current payables 1,828,770,759 1,886,210,214 36,868,186 39,772,166 1,865,638,945 1,925,982,380 Obligations and other negotiable securities - - 478,703,781 564,386,291 478,703,781 564,386,291 Group companies and associates, non-current (Note 19) - - 19,653,439 519,612,338 19,653,439 519,612,338 1,828,770,759 1,886,210,214 535,225,406 1,123,770,795 2,363,996,165 3,009,981,009 Current financial liabilities Current: Loans and debts with financial institutions 140,509,042 497,007,508 - - 140,509,042 497,007,508 Other financial liabilities - - 21,852,455 29,828 21,852,455 29,828 Group companies and associates, current (Note 19) - - 1,433,551,438 1,405,365,881 1,433,551,438 1,405,365,881 Trade and other payables - - 1,590,556 1,876,216 1,590,556 1,876,216 140,509,042 497,007,508 1,456,994,449 1,407,271,925 1,597,503,491 1,904,279,433 1,969,279,801 2,383,217,722 1,992,219,855 2,531,042,720 3,961,499,656 4,914,260,442 14.1 Debt with financial institutions The breakdown of “Debt with financial institutions” at December 31 is as follows: ( €) 2021 2020 Non-current Loans and debts with financial institutions 1,828,770,759 1,886,210,214 Debentures and other marketable securities 478,703,781 564,386,291 2,307,474,540 2,450,596,505 Current Loans and debts with financial institutions 136,180,097 488,908,102 Accrued interest payable 4,328,945 8,099,406 140,509,042 497,007,508 2,447,983,582 2,947,604,013 Loans and debts with financial institutions The maturity schedule of the main loans and debts with financial institutions at December 31, 2021, is as follows: Loans Total, current 1 - 2 years 2 - 3 years 3-4 years 4-5 years subsequent years Total, non- current Syndicated - - - 928,961,655 - - 928,961,655 Deferred expenses (Syndicated) (1,090,198) (1,107,773) (1,086,213) (98,877) - - (2,292,863) Revolving Facility Commiment - - - - - - - Financial loans 113,499,854 421,141,667 147,333,333 49,000,000 10,000,000 275,000,000 902,475,000 Deferred expenses (Financial loans) (74,551) (77,621) (67,253) (81,984) (83,509) (62,666) (373,033) Bonds and debentures 25,000,000 - - - 483,000,000 - 483,000,000 Deferred expenses (bonus) (1,229,041) (1,229,069) (1,258,444) (1,331,490) (477,216) - (4,296,219) Financial policies 74,033 - - - - - - Interest payable 4,328,945 - - - - - - 140,509,042 418,727,204 144,921,423 976,449,304 492,439,275 274,937,334 2,307,474,540 The maturity schedule of the main loans and debts with financial institutions at December 31, 2020, is as follows: Loans Total, current 1 - 2 years 2 - 3 years 3-4 years 4-5 years subsequent years Total, non - current Syndicated - - 918,347,978 - - - 918,347,978 Deferred expenses (Syndicated) (2,032,637) (2,066,292) (754,973) - - - (2,821,265) Revolving Facility Commiment 325,000,000 - - - - - - Financial loans 118,494,457 226,282,536 410,579,293 78,839,569 29,257,077 225,000,000 969,958,475 Deferred expenses (Financial loans) (711,204) 52,702 149,817 163,993 153,136 234,163 753,811 Bonds and debentures 50,000,000 25,000,000 13,000,000 49,180,000 - 483,000,000 570,180,000 Deferred expenses (bonus) (1,842,514) (1,349,872) (1,330,366) (1,333,550) (1,331,491) (477,215) (5,822,494) Interest payable 8,099,406 - - - - - - 497,007,508 247,919,074 1,339,991,749 126,850,012 28,078,722 707,756,948 2,450,596,505 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 48 The average interest accrued on these loans in 2021 ranged between 0.90% and 1.859% (2020: between 0.60% and 2%). The price of the bond, throughout 2021, ranged between 100.61% and 101.564%. At December 31, 2021, the Company had arranged credit facilities with a number of banks for a total of € 425,600,000 (2020: € 503,100,000). There was no amounts drawn down for the credit facilities at December 31, 2021 neither December 31, 2020. 2013 Syndicated loan On April 19, 2013 Gestamp Automoción, S.A. signed a syndicated loan with a group of banks for an initial total amount of 850 million euros distributed in two tranches, the first tranche (loan A1) amounting to €570.000 thousand and the second tranche (Revolving Credit Facility) amounting to €280.000 thousand than has not been used neither at December 31, 2017, nor December 31, 2016. On May 20, 2016 Gestamp Automoción, S.A. signed an agreement for modifying the syndicated loan from April 2013. There are modifications to the amount granted (increase of 340 million euros, tranche A2) and to the covenants. On July 25, 2017, the Company signed a new agreement for modifying the syndicated loan agreement from April 2013.This new agreement modifies interest rates and payment dates. The maturity date of this contract is established on July 15, 2022. On May 11, 2018, the Company signed a new agreement for modifying the syndicated loan contract from April 2013. This new agreement modifies some contractual clauses but not the economic terms, maturities, or provisions, allowing the distribution of interim dividends. On February 25, 2019, the Company signed a new agreement for modifying the syndicated loan. This new agreement nodifies the maturities. The maturities initially set in 2020 and 2021 were delayed to April 30, 2023, amounting to € 324 million. The first Tranche (Tranche A1) comes from the initial operation, while the second (Tranche A2) is the result of the increase carried out in 2016, so the treatment of each of them has been carried out separately because the initial IRR of each operation is different. On January 23, 2020 Gestamp Automoción, S.A. signed an agreement modifying the syndicated loan. There are modifications on maturities, changing the final maturity for the entire amount to Abril 30 th , 2023. After the realization of the related required analyses, the transaction has been considerated as a syndicated loan refinancing, since there were no substantial changes in the debt. The nominal amount drawn down at December 31, 2020 comes to €928,962 thousands (€918,348 thousand at December 31, 2020), everything with long term maturity. Gestamp Automoción, S.A. has agreed to comply with certain financial covenants based on its Consolidated Financial Statements throughout the duration of the loan. These covenants are:  “Net debt/EBITDA” below 3,50x  “EBITDA/Financial expense” above 4,00x On June 3, 2020, an agreement was signed to amend tha agreement that include obligation to comply with certain financial ratios in order to adapt certain clauses of this agreement to the situation arising from COVID-19. These adaptations included a liquidity ratio of at least 200 million euros up to and including 30 June 2021, which replaced the requirement to comply with the aforementioned financial ratios. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 49 Failure to comply with these ratios, would be cause for early maturity of the financing at the request of the bank syndicate, with a period of 20 working days to remedy the breach thereof. At December 31, 2021, the ratios were within the previous limits (EBITDA / Financial expenses ratio was 8.89, while the Net Financial Debt / EBITDA ratio was 2.10). The calculation of the ratios must be done according to the accounting standards in force at the time of signing the initial contract (April 19, 2013) and this means that the impacts due to the application in the years 2021 and 2020 of IFRS 9, 15 and 16, have been reversed. Additionally, there is a limitation on the distribution of dividends, whereby the dividend to be distributed in each year cannot exceed 50% of the profit for the consolidated year. In the agreement to modify the syndicated loan contract signed on June 3, 2020, it was agreed to prohibit the payment of dividends until June 30, 2021 inclusive. 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 Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Subgrupo Griwe Edscha Velky Meder, S.r.o. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Loire S.A. Franco Española Edscha Santander, S.L. 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 Gestamp Funding Luxembourg, S.A GMF Holding GmbH Gestamp Global Tooling S.L Additionally, the Group companies Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A. Gestamp Servicios, S.A. and Gestamp Toledo, S.A. have shares pledge. On April 27 th 2020, the Company has drawn daown € 325,000,000 from the Revolving Facility Commiment 2020. On January 27 th 2021, the Company has cancelled the full amount drown. Interests are payable semi-annually and at maturity. May 2013 and May 2016 bond In May 2013, the Group completed a bond issue through subsidiary Gestamp Funding Luxembourg, S.A., which belongs to the Western Europe segment, in two tranches. The first consisted of €500 million of 5.875% bonds and the second of US$350 million of 5.625% bonds. With the same date, Gestamp Automoción, S.A., signed with Gestamp Funding Luxembourg, a loan with the same terms that the mentioned bond. The bonds have an initial maturity of May 31, 2020, with interest payable every six months (in November and May). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 50 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). On May 21 st , 2021 the tranche of € 500,000 thousand was canceled early, as well as the accrued interests. In the same date, the Company cancelled the loan with Gestamp Funding Luxembourg, S.A. The amortized cost of the bond issued in May 2016, at December 31, 2020, amounted to €490 million. This debt of the bond issue was 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). 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 Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Subgrupo Griwe Edscha Velky Meder, S.r.o. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Loire S.A. Franco Española Edscha Santander, S.A. Gestamp Abrera, S.A. Gestamp 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. Edscha Burgos, S.A. Gestamp Toledo, S.A. Gestamp Levante, S.A. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 51 European Investment Bank 2016 On June 15, 2016, the Company arranged finance with the European Investment Bank for €160 million. This loan is for seven years and matures on June 22, 2023. The Parent undertook to comply with certain financial covenants during the life of the loan related to its consolidated financial statements. These covenants are as follows:  An “EBITDA/finance expenses” ratio over 4.00.  A “Net financial debt/EBITDA” ratio below 3.50. On July 27, 2020, an agreement was signed to amend tha agreement that include obligation to comply with certain financial ratios in order to adapt certain clauses of this agreement to the situation arising from COVID-19. These adaptations include a liquidity ratio of at least 200 million euros up to and including 30 June 2021, which replaces the requirement to comply with the aforementioned financial ratios. Failure to comply with these ratios would be cause for early maturity of the financing at the request of the lender, with a period of 20 working days to remedy the breach thereof. At December 31st, 2021, the ratios were within the previous limits (EBITDA / Financial expenses ratio was 8.89, while the Net Financial Debt / EBITDA ratio was 2.10). The calculation of these financial ratios must be carried out excluding the impacts derived from changes in accounting regulations after December 31, 2018. 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. In the agreement to modify the loan contract, it was agreed that no dividend payment would be made until June 30, 2021 inclusive. The outstanding amount of the loan is informed in the long term, amounting to € 160 million (€ 160 million at December 31, 2020). 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 Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Subgrupo Griwe Edscha Velky Meder, S.r.o. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Loire S.A. Franco Española Sofedit, S.A.S. 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 Toledo,S.A Edscha Santander ,S.A Gestamp Global Tooling ,S.L. Gestamp Levante,S,A Gestamp Funding Luxembourg, S,A GMF Holding Gmbh GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 52 March 2017 loan 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 in 2018 and € 40 million in 2021, being the outstanding principal at December 31, 2021 of €10 million (€50 million at December 31, 2020). This amount is under the short term, maturing March 23, 2022. (At December 31, 2020 € 40 million were in the short term and € 10 million in the long term). 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 €66.6 million in 2019 and 2020, being the outstanding principal at December 31, 2020 of €33.3 million. This amount has been cancelled at maturity in 2021. Interest was payable monthly. April 2017 loan On April 12, 2017 the Company arranged a loan for an initial amount of €100 million maturing on April 30, 2022. The loan has been partially repaid for €30 million in 2018, € 19.99 million in 2019 and € 33.3 million in 2021, being the outstanding principal at December 31, 2021 of €16.7 million (€50 million at December 31, 2020). Interest is payable quarterly. June 2017 loan On June 26, 2017, the Company arranged a loan for the amount of € 45 million maturing on June 19, 2022. The outstanding amount of this loan is recorded as short-term, amounting to 45 million euros at December 31, 2020 (€ 45 million in the long-term at December 31, 2020). Interest is payable quarterly. The Parent undertook to comply with certain financial covenants during the life of the loan related to its consolidated financial statements. These covenants are as follows:  An “EBITDA/finance expenses” ratio over 4.00.  A “Net financial debt/EBITDA” ratio below 3.50. The calculation of these financial ratios must be carried out exclusively with the quarterly consolidated financial statements of each year. On July 24, 2020, an agreement was signed to amend tha agreement that include obligation to comply with certain financial ratios in order to adapt certain clauses of this agreement to the situation arising from COVID-19. These adaptations included a liquidity ratio of at least 200 million euros up to and including 30 June 2021, which replaced the requirement to comply with the aforementioned financial ratios. Failure to comply with these ratios would be cause for early maturity of the financing at the request of the lender, with a period of 20 business days to remedy the failure to comply with them. As of December 31, 2019, the ratios were within the previous limits (EBITDA / Financial expenses ratio was 8.89, while the Net Financial Debt / EBITDA ratio was 2.10). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 53 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 Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Ingeniería Global MB, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp Bizkaia, S.A. Gestamp Abrera, S.A. Gestamp Levante, S.A. Gestamp Aragón, S.A. Gestamp Automoción, S.A. Gestamp Metalbages, S.A. Gestamp Aveiro, S.A. Gestamp Prisma, S.A.S. Gestamp HardTech, AB SCI de Tournan en Brie Gestamp Hungaria, KFT Gestamp Solblank Barcelona, S.A. Gestamp Linares, S.A. Gestamp Tallent Limited Gestamp Louny, S.r.o. Gestamp Sweden, AB Gestamp Esmar, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Wroclaw, Sp. Z.o.o. Gestamp Toledo, S.A. Sofedit, S.A.S. Edscha Santander, S.A. Edscha Burgos, S.A. Subgrupo Griwe April 2018 bond On April 2018, the Group has completed a senior bond issue granted trough the Dominant Society for a total amount of €400 million with an annual coupon of 3.25% and TIR 3.375% (taking into account the placement price). These bonds have as initial maturity date April 30th, 2016 and interest payable semiannually (on April and October). The amortized cost of the bond at December 31, 2021, amounted to € 395 million (2020: €3 95 million). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 54 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 Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Subgrupo Griwe Edscha Velky Meder, S.r.o. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Loire S.A. Franco Española Edscha Santander, S.A. Gestamp Abrera, S.A. Gestamp Toledo, S.A. Gestamp Aragón, S.A. Gestamp Aveiro, S.A. Gestamp Metalbages, S.A. Gestamp HardTech, AB Gestamp Prisma, S.A.S. Gestamp Hungaria, KFT SCI de Tournan en Brie Gestamp Linares, S.A. Gestamp Solblank Barcelona, S.A. Gestamp Louny, S.r.o. Gestamp Tallent Limited Gestamp Esmar, S.A. Gestamp Sweden, AB Gestamp Wroclaw, Sp. Z.o.o. Edscha Burgos, S.A. Sofedit, S.A.S. Gestamp Levante, S.A. GMF Holding, GmbH Gestamp Global Tooling, S.L. Gestamp Funfing Luxemburg. S.A Gestamp Global Tooling, S.L. Additionally, the Group companies Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A. Gestamp Servicios, S.A. and Gestamp Toledo, S.A. have shares pledge. May 2018 loan On May 22nd, 2018 the Company arranged a loan for an initial amount of $45 million maturing on May 22, 2022. This loan has been cancelled early on August, 2021. Interest was payable quarterly. June 2018 loan 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. July 2018 loan On July 2nd, 2018 the Company arranged a loan for an initial amount of $81.2 million maturing on July 2nd, 2022. This loan has been cancelled early on August, 2021 Interest was payable quarterly. September 2018 loans On September 24th, 2018 the Company arranged a loan for an initial amount of €30 million maturing on September 20th, 2024. The loan has been partially repaid for € 6,000,000 in 2020 and 2021, being the outstanding principal at December 31st, 2021 of € 24,000,000. 6 million are in the short term, maturing 2022 and 18 million in the long term. (€ 27 million at December 31, 2020, being €3 million in the short term and €24 million in the long term). 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. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 55 January 2019 loans On January 22 nd , 2019 the Company arranged a loan for an initial amount of € 40 million maturing on January 22 nd , 2025. This loan has been canceled early on November, 2021. Interest was payable annually coinciding from the second year, with that maturity dates. September 2019 loan On September 30th, 2019 the Company arranged a loan for an initial amount of €30 million maturing on March 30 th, 2020. The amount has been fully repaid at maturity. Interest was payable quarterly. October 2019 loan On October 1st, 2019 the Company arranged a loan for an initial amount of €50 million maturing on December 31 st , 2019. The amount has been fully repaid at maturity. Interest was payable at maturity. October and November 2019 Bonds In Octuber 2019, the Group completed a Schuldschein bond issue trough the Holding Company Gestamp Automoción, SA. The detail of the tranches is as follows. Amount Currency Grant date Interest rate Interest period Maturity 22,000,000 EUR 28/10/2019 Euribor 6M + 185bps Semi-annual 28/04/2023 71,000,000 EUR 28/10/2019 Euribor 6M + 185bps Semi-annual 28/10/2024 58,000,000 EUR 28/10/2019 Euribor 6M + 185bps Semi-annual 28/04/2026 25,000,000 EUR 11/11/2019 Euribor 6M + 185bps Semi-annual 28/04/2026 10,000,000 USD 28/10/2019 Libor 3M + 250bps Quaterly 28/10/2024 In December, 2020 have been cancelled the amount of €9 million from the bond of €22 million and €30 millions from the bond of €71 million. In December, 2021 have been cancelled the amount of €41 million from the bond of € 71 million, € 13 million from the bond of € 22 million and $ 10 million from the boind of $ 10 million. Being the three totally cancelled early. The outstanding nominal at December 31 st , 2021 amounts € 83 million (€145 million at December 31 st , 2020). Interest is payable semiannually (in April and October) in bonds issues in euros and was payable quarterly (in January, April, July and October) in the bound issue in dollars. The Parent undertook to comply with certain financial covenants during the life of the loan related to its consolidated financial statements. These covenants are as follows:  An “EBITDA/finance expenses” ratio over 4.00.  A “Net financial debt/EBITDA” ratio below 3.50. Along the second half of 2020, an agreement was signed to amend tha agreement that include obligation to comply with certain financial ratios in order to adapt certain clauses of this agreement to the situation arising from COVID-19. These adaptations include a liquidity ratio of at least 200 million euros up to and including 30 June 2021, which replaces the requirement to comply with the aforementioned financial ratios. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 56 Failure to comply with these ratios would be cause for early maturity of the financing at the request of the lenders, with a period of 20 working days to remedy the breach thereof. At December 31st, 2019, the ratios were within the previous limits (EBITDA / Financial expenses ratio was 8.89, while the Net Financial Debt / EBITDA ratio was 2.10). The calculation of these financial ratios must be carried out excluding the impacts derived from changes in accounting regulations after December 31, 2018. 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 bonds: Gestamp Metalbages, S.A. Gestamp Navarra , S.A. Gestamp Palencia , S.A. Gestamp Toledo, S.A. Gestamp Bizkaia, S.A. Gestamp Vigo, S.A. Gestamp Umformtechnik GmbH Gestamp Polska Sp z.o.o. Gestamp Tallent, Ltd. Sofedit, S.A.S. Gestamp Servicios .S.A December 2019 promissory notes On December 2019, the Company has arranged the issue and incorporation to the Alternative bond market of promissory notes for amount of €50 million maturing October 29 th , 2021. The maximum outstanding nominal is contractually establiced in €150 million. This promissory notes have been cancelled at maturity. January 2020 loans On January 8 th , 2020 the Company arranged a loan for amount of € 50,000,000 maturing on March 31 st , 2020. The amount has been fully repaid at maturity. Interest was payable at maturity On January 15 th , 2020 the Company arranged a loan for amount of € 40,000,000 maturing on July 15 th , 2025. At December, 31 st 13,333,333 euros are in the short term with maturity on 2022 and 16.666.667 euros are in the long term. Interest is payable semiannually. February 2020 promissory notes On February 2020, the Company has arranged the issue and incorporation to the Alternative bond market of promissory notes for amount of € 25 million and € 54 million maturing on February 11 th , 2022 and May 8 th , 2020, respectively. This last one has been cancelled on maturity. February 2020 loan On February 14 th 2020, the Company arranged a loan for amount of € 17 million maturing April 30 th , 2022 (€ 2.5 million), April 30 th , 2023 (€ 3.5 million), April 30 th , 2024 (€ 4.5 million) and April 30 th , 2025 (€ 6.5 million). Interest is payable annually from April 30 th , 2021. March 2020 loan On March 13rd, 2020 the Company arranged a loan for amount of € 100 million, maturing on April 30 th , 2023. Interest is payable semiannually. The outstandind amount at December 31, 2021 is in the long term, amounting € 100 million. The Parent undertook to comply with certain financial covenants during the life of the loan related to its consolidated financial statements. These covenants are as follows:  An “EBITDA/finance expenses” ratio over 4.00.  A “Net financial debt/EBITDA” ratio below 3.50. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 57 On June 18, 2020, an agreement was signed to amend tha agreement that include obligation to comply with certain financial ratios in order to adapt certain clauses of this agreement to the situation arising from COVID-19. These adaptations included a liquidity ratio of at least 200 million euros up to and including 30 June 2021, which replaced the requirement to comply with the aforementioned financial ratios. Failure to comply with these ratios would be cause for early maturity of the financing at the request of the lender, with a period of 20 working days to remedy the breach thereof. Additionally, there is a limitation on the distribution of dividends whereby the dividend to be distributed in each year cannot exceed 50% of the profit for the consolidated year. In the agreement to modify the contract signed on June 18th, 2020, it was agreed that no dividend payment would be made until June 30th, 2021 inclusive. April 2020 loans On April 1 st , 2020 the Company arranged a loan for amount of € 50 million, maturing on April 30 th , 2020. The amount has been fully repaid at maturity. Interest was payable at maturity On April 27 th , 2020 the Company arranged a loan for amount of € 10 million, maturing on April 27 th , 2025. This loan has been cancelled early on December, 2021. Interest was payable annually. On April 29 th , 2020 the Company arranged a loan for amount of € 15 million maturing April 30 th , 2023. On 2021 has been partially cancelled for amount of 3,714,972 euros. The aoutstanding amount at December 31 st , 2021 amounts 11,285,028 euros (€ 7,499,854 under the short term with maturity on 2022 and € 3,785,174 under the long term). Interest is payable monthly ICO loan 2020 On July 9 th , 2020 the Company arranged a financing agreement for amount of € 100 million maturing Juli 9 th , 2027, in order to finance partially the investment plan for the 2020-2024 period in R + D + I, in more efficient technologies for the transformation of metal, applied to the automotive industry, as well as investment in the manufacture of components for electric vehicles and material investments associated with the above, in the Group's facilities. The principal will be disposed according to the established calendar, at a rate of € 12,500,000 per quarter from July 2020 to April 2022, date of the last disposal. The outstanding nominal at December 31 st , 2021 amounts € 75 million (€ 25 million at December 31 st , 2020). Interest is payable monthly. The Parent undertook to comply with certain financial covenants during the life of the loan related to its consolidated financial statements. These covenants are as follows:  An “EBITDA/finance expenses” ratio over 4.00.  A “Net financial debt/EBITDA” ratio below 3.50. The calculation of these financial ratios must be carried out exclusively with the quarterly consolidated financial statements of each year. Failure to comply with these ratios would be cause for early maturity of the financing at the request of the lender, with a period of 20 working days to remedy the breach thereof. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 58 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. Edscha Automotive Hengersberg, GmbH Edscha Briey, S.A.S. Edscha Holding, GmbH Sofedit, S.A.S. Subgrupo Griwe Societe Civile Inmobiliere de Tournan Edscha Automotive Hauzenberg, GmbH Edscha Engineering France, S.A.S. Gestamo Umformtechnick, GmbH Gestamp Prisma, S.A.S. Edscha Hengersberg Real Estate, GmbH & Co. KG Gestamp Hungaria, Kft Edscha Hauzenberg Real Estate, GmbH & Co. KG Gestamp Polska, Sp. Z o.o. Edscha Engineering, GmbH Gestamp Wroclaw, Sp. Z o.o. Gestamp Servicios, S.A. Gestamo Aveiro, S.A. Gestamp Navarra, S.A. Gestamp Cerveira, Lda. Gestamp Bikkaia, S.A. Gestamp Vendas Novas, Unipessoal, Lda. Gestamp Metalbages, S.A. Edscha Automotive Kamenice, s.r.o. Gestamp Esmar, S.A. Edscha Hradec, s.r.o. Gestamp Palencia, S.A. Gestamp Louny, s.r.o. Gestamp Abrera, S.A. Gestamp Tallent, Ltd. Gestamp Solblank Barcelona, S.A. Gestamp Washington UK, Ltd. Loire S.A.F.E. Edscha Velky Meder, s.r.o. Gestamp Aragón, S.A. Gestamp HardTech, AB Gestamp Linares, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Vigo, S.A. GMF Holding, GmbH Gestamp Automoción, S.A. Edscha Santander, S.A. Ingeniería Global Metalbages, S.A. Edscha Burgos, S.A. Gestamp Noury, S.A.S. Gestamp Global Tooling, S.L. Gestamp Ronchamp, S.A.S. Gestamp Toledo, S.A. Gestamp Sweden,AB Gestamp Levante, S.A. May 2020 loan On May 13 th , 2020 the Company arranged a loan for amount of €10 million increased in € 3 million on September 2020. € 3.2 million maturing on 2021, are in the short term and € 9.8 million are in the long term, with final maturing date on May 13 th , 2023. Interest is payable quarterly, being the first payment on November 2020. European Investment Bank 2020 On may 18 th , 2020 the Company arranged finance with the European Investment Bank for €200 million. At December 31, 2021 the outstanding amount is in the long term. Amounting € 200 million (€ 200 million at December 31 st , 2020). This loan is for seven years and matures on May 28, 2027. The Parent undertook to comply with certain financial covenants during the life of the loan related to its consolidated financial statements. These covenants are as follows:  An “EBITDA/finance expenses” ratio over 4.00.  A “Net financial debt/EBITDA” ratio below 3.50. On July 27th, 2020, an agreement was signed to amend tha agreement that include obligation to comply with certain financial ratios in order to adapt certain clauses of this agreement to the situation arising from COVID-19. These adaptations included a liquidity ratio of at least 200 million euros up to and including 30 June 2021, which replaced the requirement to comply with the aforementioned financial ratios. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 59 Failure to comply with these ratios would be cause for early maturity of the financing at the request of the lender, with a period of 20 business days to remedy the breach thereof. The calculation of these financial ratios must be carried out excluding the impacts derived from changes in accounting regulations after December 31st, 2018. Additionally, there is a limitation on the distribution of dividends whereby the dividend to be distributed in each year cannot exceed 50% of the profit for the consolidated year. In the agreement dated July 23, 2020 regarding the modification of the loan contract, it was agreed that no dividend payment would be made until June 30, 2021 inclusive. 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. Edscha Automotive Hengersberg, GmbH Edscha Briey, S.A.S. Edscha Holding, GmbH Sofedit, S.A.S. Subgrupo Griwe Societe Civile Inmobiliere de Tournan Edscha Automotive Hauzenberg, GmbH Edscha Engineering France, S.A.S. Gestamo Umformtechnick, GmbH Gestamp Prisma, S.A.S. Edscha Hengersberg Real Estate, GmbH & Co. KG Gestamp Hungaria, Kft Edscha Hauzenberg Real Estate, GmbH & Co. KG Gestamp Polska, Sp. Z o.o. Edscha Engineering, GmbH Gestamp Wroclaw, Sp. Z o.o. Gestamp Servicios, S.A. Gestamo Aveiro, S.A. Gestamp Navarra, S.A. Gestamp Cerveira, Lda. Gestamp Bikkaia, S.A. Gestamp Vendas Novas, Unipessoal, Lda. Gestamp Metalbages, S.A. Edscha Automotive Kamenice, s.r.o. Gestamp Esmar, S.A. Edscha Hradec, s.r.o. Gestamp Palencia, S.A. Gestamp Louny, s.r.o. Gestamp Abrera, S.A. Gestamp Tallent, Ltd. Gestamp Solblank Barcelona, S.A. Gestamp Washington UK, Ltd. Loire S.A.F.E. Edscha Velky Meder, s.r.o. Gestamp Aragón, S.A. Gestamp HardTech, AB Gestamp Linares, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Vigo, S.A. GMF Holding, GmbH Gestamp Automoción, S.A. Edscha Santander, S.A. Ingeniería Global Metalbages, S.A. Edscha Burgos, S.A. Gestamp Noury, S.A.S. Gestamp Global Tooling, S.L. Gestamp Ronchamp, S.A.S. Gestamp Toledo, S.A. Gestamp Sweden,AB Gestamp Levante, S.A. July 2020 loan On July 10 th , 2020 the Company arranged a loan for amount of € 10 million maturing May 29 th , 2024. This loan has been cancelled early in 2021. Interest was payable monthly. December 2020 loan On December 11 th , 2020 the Company arranged a loan for amount of € 30 million maturing December 11 th , 2025. Interest is payable annually. June 2021 loan On June 25 th , 2021 the Company arranged a loan for amount of € 60 million maturing June 25 th , 2026. Interest is payable annually. November 2021 loan On November 16 th , 2021 the Company arranged a loan for amount of € 50 million maturing September 15 th , 2025. At December 31 st , 2021 €12.5 million are under the short term and € 37.5 million under the long term. Interest is payable quarterly. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 60 December 2021 loan On December 15 th , 2021 the Company arranged a loan for amount of €50 million maturing December 15 th , 2024. Interest is payable at maturity. Accrued interest payable Accrued interest payable at December 31, 2021 amounted to € 4,328,945, broken down as follows: - Interest on bank loans of € 1,535,598 - Interest of bonds debt obligations and other securities of € 2,562,444 - Interest on credit facilities of € 65,621 - Interest on derivatives of € 165,282 Accrued interest payable at December 31, 2020 amounted to € 8,099,406, broken down as follows: - Interest on bank loans of € 2,915,922 - Interest of bonds debt obligations and other securities of € 2,645,849 - Interest on credit facilities of € 103,984 - Interest on derivatives of € 2,433,651 14.2 Derivatives and other The breakdown of financial liabilities classified in this category at December 31 is as follows: ( €) 2021 2020 Non-current Derivatives 36,868,186 39,772,166 36,868,186 39,772,166 Current Payables to group companies and associates (Note 19) 1,433,348,740 1,405,365,881 Trade and other payables 1,590,556 1,876,216 1,434,939,296 1,407,242,097 Derivatives This item includes the fair value of cash flow hedges and derivatives held for trading arranged by the Company at December 31: Item ( €) 2021 2020 Derivative financial assets 25,970,444 - Derivatives held for trading 25,970,444 - - - Derivative financial liabilities 36,868,186 39,772,166 Cash flow hedges 3,895,304 15,328,914 Derivatives held for trading 32,972,882 24,443,252 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 61 The breakdown of the fair value of derivative financial assets and liabilities is as follows: Contract Type Asset Liabilities Asset Liabilities 14 Exchange rate - 3,158,782 - 12,585,630 15 Exchange rate - 736,522 - 2,743,284 Total exchange rate hedges - 3,895,304 - 15,328,914 1 Derivatives held for trading - 12,079,491 - 19,048,180 2 Derivatives held for trading - 3,287,876 - 5,212,272 3 Derivatives held for trading 1,498,185 - - 182,800 4 Derivatives held for trading 1,572,662 - - - 5 Derivatives held for trading 1,769,558 - - - 6 Derivatives held for trading 1,689,964 - - - 7 Derivatives held for trading 1,479,306 - - - 8 Derivatives held for trading 1,312,457 - - - 9 Derivatives held for trading 1,280,945 - - - 10 Derivatives held for trading 12,079,491 - - - 11 Derivatives held for trading 3,287,876 - - - 12 Derivatives held for trading - 13,675,069 - - 13 Derivatives held for trading - 3,930,446 - - Total derivatives held for trading 25,970,444 32,972,882 - 24,443,252 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. At December 31 st , 2020 the current contracts are considered held for trading. At December 31, 2021, the Company transferred from equity to the income statement an expense of € 11 thousand for the impact of settlements made in the year related to interest rate hedging transactions. In 2020, the amount recognized in the same connection was an expense of € 8,534 thousand. In 2021, the net income of € 17,440,814 related to held for trading transactions, was recognized in the income statement, whereas in 2020, the net expense statement was € 50,289,953. Exchange rate derivatives On Novemver 13 th , 2019 the Company formalized a Forward contract with a financial entity (contract number 7) maturing January 9th, 2020, in which the company agrees to sell 62,000,000 USD at an exchange rate of 1.10535 EUR/ USD. This contract has been renovated on January 9th 2020, setting a new maturity on July 20th 2020. In January 2020, the Company signed a loan granted by Bank of America, Barclays and Commerzbank amounting to $ 30,000 thousand (Contract 15) To cover this loan, an exchange rate derivative was signed with the financial entity, the negative fair value of which amounted to to € 736 thousand at December 31 st , 2021 (€ 2,743 thousand at December 31 st , 2020). The initial measurement arising in January 2020 was negative in the amount of 58 thousand euros. This amount was recognised under “Other currents assets” and accrues over the term of the loan on a straight-line basis over 60 months, with its balance at December 31 st , 2021 amounting to 36 thousand euros (47 thousand euros at December 31 st , 2020). At 31 December 2021, the Company transferred from Equity to the Consolidated Income Statement a lower income of 665 thousand euros in order to offset the positive exchange difference generated in the measurement of the loan (lower income of 2,493 thousand euros in 2020 and Income of 1,828 thousand euros in 2021). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 62 In January 2020, the Company signed a second loan granted by Bank of America, Barclays and Commerzbank amounting to $ 142,552 thousand (Contract 14). To cover this loan, an exchange rate derivative was signed with the financial entity, the negative fair value of which amounted to 3,159 thousand euros at December 31 st , 2021 (12,586 thousand eruros at December 31 st , 2020). The initial measurement arising in January 2020 was positive in the amount of 251 thousand euros. This amount was recognised under “Other current liabilities” and accrues over the term of the loan on a straight-line basis over 60 months, with its balance at 31 December 2021 amounting to 155 thousand euros (205 thousand euros at December 31 st , 2020). At 31 December 2021, the Company transferred from Equity to the Consolidated Income Statement a lower income of 3,160 thousand euros in order to offset the positive exchange difference generated in the measurement of the loan (lower income 11,845 thousand euros in 2020 and income of 8,685 thousand euros in 2021). Trade and other payables The breakdown of this item at December 31, 2021 is as follows: ( €) 2021 2020 Personnel (salaries payable) 750,583 858,712 Trade payables 318,978 111,458 Public entities, other (Note 15) 520,995 906,046 1,590,556 1,876,216 15. TAXATION The breakdown of tax assets and tax liabilities at 31 December is as follows: ( €) 2021 2020 Receivable Public entities, other 8,311 8,311 Current tax assets 2,706,257 4,366,919 2,714,568 4,375,230 Payable Public entities, other 520,995 906,046 520,995 906,046 The receivable relates mainly to withholdings of interest on loans of prior years, above all for 2020, for € 2,067,637, previous years, for €638,620. 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. Notes to the financial statements for the year ended December 31, 2021 63 15.1 Calculation of income tax expense Gestamp Automoción, S.A. has filed consolidated taxes since 2014 together with its subsidiaries in Gestamp Bizkaia, S.A., Gestamp North Europe Services, S.L., Bero Tools, S.L. y Loire Sociedad Anónima Franco Española, S.A., located in Bizkaia. During 2015 and 2016 the following entities have joined the Group: Gestamp Try Out Services, S.L., Gestamp Tool Hardening, S.L, Gestamp Global Tooling, S.L., Adral Matricería y Puesta a Punto, S.L., Gestamp Technology Institute, S.L., Diede Developments y Matricería Deusto, S.L. in 2018, Reparaciones Industriales Zaldíbar, S.L. and Autotech Engineering, S.L., in 2019. The companies of this tax group comprise the Group’s total accounting profit or loss and the tax credits and relief, distributed in accordance with the Resolution of the Institute of Accounting and Accounts Auditing (Instituto de Contabilidad y Auditoría de Cuentas) of February 9, 2016, regarding the recognition and determination of the individual tax charge. Gestamp Automoción, S.A. files tax under this regime as the parent of the regional tax group. The reconciliation of net income and expense for the year with taxable income (tax loss) is as follows: 2021 (€) Income statement Income and expense recognized directly in equity Increases Decreases Total Increases Decreases Total Income and expense for the year 27,006,483 - 27,006,483 3,690,767 - 3,690,767 Income tax (7,616,778) - (7,616,778) (885,784) - (885,784) Income and expense for the year before tax 34,623,261 - 34,623,261 2,804,983 - 2,804,983 Permanent differences 56,712,749 56,183,610 56,712,749 Temporary differences 1,015,770 3,425,639 1,015,770 Taxable income (tax loss) 32,742,531 2,804,983 35,547,514 2020 (€) Income statement Income and expense recognized directly in equity Increases Decreases Total Increases Decreases Total Income and expense for the year (52,071,958) - (52,071,958) 30,058,722 - 30,058,722 Income tax 5,308,829 - 5,308,829 (7,214,093) - (7,214,093) Income and expense for the year before tax (57,380,787) - (57,380,787) 22,844,629 - 22,844,629 Permanent differences 22,275,715 11,370,825 22,275,715 Temporary differences 16,548,402 - 16,548,402 Taxable income (tax loss) (29,927,495) 22,844,629 (7,082,866) Permanent differences arose as a result of: 2021 Decreases  Adjustments for income from use of the “GESTAMP Trademark of € 2,822,014.  Adjustments for dividends received from group companies of € 47,999,900.  Adjustements for impairment reversals of investments in group companies of € 2,947,267 (note 8.1)  Adjustments for non deductible financial expenses of € 2,414,429. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 64 Increases  Increases relate mainly to the impairment of investments in group companies, amounting to € 48,716,107 (note 8.1).  Trademark amortization of € 3,106,000.  Provisions for risks and expenses of € 4,890,642. 2020 Decreases  Adjustments for income from use of the “GESTAMP Trademark of €10,189,725.  Adjustments for dividends received from group companies of € 1,181,100. Increases  Increases relate mainly to the impairment of investments in group companies, amounting to €16,622,962 (note 8.1).  Trademark amortization of €3,130,486.  Non-deductible provisions for impairment of investments in group companies of € 2,522,267. The temporary differences are due to: 2021 Decreases  Adjustments for non deductible financial expenses from previous years of € 3,425,639. Increases  Non deductible accruals for long term obligations with the company employees of € 1,015,770. 2020 Increases  Non deductible accruals for long term obligations with the company employees of €1,307,936.  Adjustments for non deductible financial expenses of € 15,240,465. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 65 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) ( €) 2021 2020 Income and expense for the year before tax 34,623,261 (57,380,787) Tax charge (24 %) 8,309,583 - Permanent differences 126,993 - Withholdings abroad 1,051,296 1,262,264 Recognition of tax credits (2,598,917) (2,598,917) Temporary differences (3,971,616) Other 164,361 (559) Effective tax expense/(income) 7,616,778 (5,308,829) Applying the established criteria (Note 4.12), at December 31, 2021 and 2020, the Company recognized receivables for the tax debts and credits arising from settlements of tax from companies comprising the tax group of € 4,450,266 (2020: € 6,108,982) and payables of € 5,758,535 (2020: €3,308,586), in accounts with group companies (Note 19), with the following detail: Receivables / (payables) ( €) 2021 2020 Tax credits, Gestamp Bizkaia, S.A. 1,273,201 2,766,225 Calculation of tax, Loire, SAFE. (1,043,180) (188,002) Calculation of tax, Gestamp North Europe Services 536,949 1,269,755 Offset of tax losses, Berotools, S.L. (1,493,900) (218,816) Gestamp Try Out Services , S.L (22,262) 74,660 Gestamp Technology Insttute, S.L. (11,308) (54,632) Diede Developments, S.L. 178,591 383,823 Gestamp Tooling Hardening, S.L (658,043) (131,677) Gestamp Global Tooling, S.L. (1,466,451) (1,522,910) Adral, S.L . (269,181) 468,001 Autotech Engineering S.L 2,503,960 1,146,518 Reparaciones Industriales Zaldibar ,S.L 47,565 (50,043) Matriceria Deusto , S.L (794,210) (1,142,506) (1,218,269) 2,800,396 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: ( €) 2021 2020 Current tax (7,858,207) 1,262,264 Deductions applied (7,858,207) (1,262,264) Withholdings 2,067,637 3,576,470 Income tax refundable 2,067,637 3,576,470 Additionally, the Company has collection rights for current tax, amounting to € 638 thousand at December 31, 2021 (€ 790 thousand at December 31, 2020). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 66 15.2 Deferred tax assets and liabilities The detail and movements in the items composing “Deferred tax assets” are as follows: 000 € Opening balance Changes reflected in Profit/(loss) for the year Total equity Other Closing balance Additions Decreases Ejercicio 2021 Deferred tax assets 19,485,591 1,051,296 - - - 16,041,837 Unused tax credits and tax relief 3,559,307 984,159 - - - 2,214,335 Carryforward of unused tax losses 856,431 243,785 - - - 1,100,216 Non-deductible financial expenses 8,359,981 - - - 7,537,827 Tax effect of derivatives 284,187 - (220,825) 37,686 - 63,362 32,545,497 2,279,240 (1,273,828) 37,686 - 26,957,577 000 € Opening balance Changes reflected in Profit/(loss) for the year Total equity Other Closing balance Additions Decreases Ejercicio 2020 Deferred tax assets 18,222,768 1,262,264 - - 559 19,485,591 Unused tax credits and tax relief 5,023,052 2,434,226 - - (3,897,971) 3,559,307 Carryforward of unused tax losses 542,526 313,905 - - - 856,431 Non-deductible financial expenses 4,702,269 3,657,712 - - 8,359,981 Tax effect of derivatives 2,008,943 284,186 (2,008,942) 37,686 - 284,187 30,499,558 7,952,293 (1,273,828) 37,686 (3,897,412) 32,545,497 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, 2021 and 2020, the Company had unused tax credits amounting to € 16,038 and € 19,481 thousand, respectively. The detail of these credits and their expiry is as follow: 000 € Last year of Year generated offset 2021 2020 1998 2044 142 142 1999 2044 272 272 2000 2044 119 119 2001 2044 84 84 2002 2044 103 103 2006 2044 - 3 2007 2044 - 3794 2009 2044 - 17 2010 2044 7,272 7952 2012 2044 9 9 2013 2044 1,025 1025 2014 2048 2,272 2272 2014 2049 2,427 2427 2020 2050 1,262 1262 2021 2051 1,051 1,051 16,038 19,481 Negative tax bases at the end of the fiscal year amount 28,362,078 euros. The detail of these negative tax bases is as follows:  2015: 1,349,307 euros  2018: 5,824,256 euros  2019: 4,337,910 euros  2020: 16,850,605 euros GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 67 The Company has recorded tax credits resulting from the losses pending compensation in the amount of € 984 thousand generated in 2021 (1,565 thousand euros in 2020) and its pending deductions (according to the details above), since it has been estimated that its future recovery is reasonably assured. Tax assets recognized for both, tax losses and unused tax credits, that have been obtained before the existence of the tax group, may only be offset with future positive results of the Company that have generated them, provided that the tax group also has the power to set them off. 16. REVENUE AND EXPENSES The amount of revenue relates to the royalty charged to subsidiaries for use of the GESTAMP trademark acquired in 2021, to the provision of financial and corporatives services and to dividend income. 16.1 Operating income The breakdown of the net revenue from continuing operations by business category and geographic market is as follows: 2021 2020 Revenue 123,836,492 96,818,869 Rendering of intellectual property services (Note 19) 28,118,320 39,644,379 Rendering of financial services (Note 19) 47,718,272 55,993,390 Dividend income (Note 19) 47,999,900 1,181,100 Other operating income 10,190,010 11,109,423 Non-trading and other operating income (Note 19) 10,189,620 11,108,087 Operating subsidies transferred to the result of the year 390 1,336 134,026,502 107,928,292 The amount of Non-trading and other operating income includes € 360,000 in concept of remuneration of directors and € 9,829,621 in concept of rental income and different services. 16.2 Other operating expenses The breakdown of “Employee benefits expense” is as follows: ( €) 2021 2020 Staff costs 5,087,215 4,539,775 Salaries, wages 4,653,960 4,265,585 Social charges 433,255 274,190 Social Security 410,316 229,946 Other 22,939 44,244 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 68 16.3 External services The breakdown of “External services” is as follows: ( €) 2021 2020 Leases 103,000 169,237 Independent professional services 2,356,298 2,261,035 Banking services 2,395,761 2,610,518 Repairs and maintenance - 279 Insurance premiums 14,844 10,476 Travel expenses 139,215 114,420 Publicity and public relations 1,692 8,857 Communications 53,061 47,752 Hardware 2,530 1,768 Office supplies 449 674 Other services 525,013 33,727 5,591,863 5,259,013 The cost of banking services corresponds mainly to the commissions on bank guarantees granted in favor of group companies detailed in note 18. These amounts are re-invoiced to the beneficiary companies. 16.4 Finance income The breakdown of “Finance income" is as follows: ( €) 2021 2020 Third-party interest 1,061,880 3,129,262 1,061,880 3,129,262 16.5 Finance expenses The breakdown of “Finance expenses” is as follows: ( €) 2021 2020 Interest on payables to group companies (Note 19) 19,952,412 24,700,537 Loans and debts with financial institutions 57,852,732 74,005,134 77,805,144 98,705,671 16.6 Impairment losses and gains/losses on disposal of non-current assets The Company recognized € 32,506,508 of impairment losses on investments in group companies and other accruals related to those investments (2020: losses €53,491,319) (Note 8.1 and 13). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 69 17. FOREIGN CURRENCY The Company has assets and liabilities denominated in other currencies. The main amounts in foreign currency and their equivalent values in euros at December 31, 2021 and 2020, are as follows: 2021 Foreign currency Currency Euros Assets Non-current loans to group companies 5,000,000 USD 4,397,550 Current loans to group companies 4,281,853,741 HUF 11,603,824 190,000,000 MXN 8,139,600 3,092,000 USD 2,719,445 Intragroup current accounts 1,717,274 GBP 2,041,135 5,268,206,678 HUF 14,276,840 138,185,346 SEK 13,424,706 170,907,957 USD 150,315,258 Current interest receivable on loans to group companies 381,920 GBP 453,946 68,352,270 HUF 185,235 720,417 MXN 30,863 2,314,847 SEK 224,887 2,632,356 USD 2,315,183 Cash 62,930,081 GBP 74,798,065 245,564,086 HUF 665,479 2,046 JPY 16 59 MAD 6 376,261 PLN 82,029 11,152,669 SEK 1,083,482 207,444,294 USD 182,449,331 Trade receivables 65,680,582 BRL 10,360,455 8,260,497 TRY 547,753 12,065 USD 10,611 2021 Foreign currency Currency Euros Liabilities Intragroup current accounts 7,279 CNY 1,008 7,270,289 GBP 8,641,393 346,132,431 HUF 938,019 23,586 INR 280 415,924 PLN 90,676 362,291,662 SEK 35,196,635 212,084,771 USD 186,530,677 Not - current loans to credit entities 288,552,062 USD 253,784,424 Current interest payable to credit entities 6,904 USD 6,072 - - - - GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 70 2020 Foreign currency Currency Euros Assets Non-current loans to group companies 5,000,000 USD 4,090,000 Current loans to group companies 4,023,746,491 HUF 11,105,540 3,092,000 USD 2,529,256 - - - Intragroup current accounts 119,521,509 USD 97,757,498 7,274,536 GBP 8,122,965 117,087,308 SEK 11,654,870 2,714,855,316 HUF 7,493,001 Current interest receivable on loans to group companies 21,221,362 HUF 58,571 256,465,753 INR 2,857,028 3,600,049 USD 2,948,817 210,013 GBP 234,507 3,996,136 SEK 397,775 Cash 108,763,007 GBP 121,448,037 2,046 JPY 16 59 MAD 5 279,810,312 USD 228,884,836 64,909,478 SEK 6,461,089 781,413,654 HUF 2,156,702 376,261 PLN 82,371 - - - Trade receivables 15,635,135 TRY 2,121,313 - - - - - - - - - - - - Debt Securities 2,750,000,000 INR 30,635,000 2020 Foreign currency Currency Euros Liabilities Intragroup current accounts 7,279 CNY 910 23,586 INR 263 415,924 PLN 91,054 196,619,442 USD 160,823,608 346,132,431 HUF 955,326 33,892,073 GBP 37,844,906 108,221,820 SEK 10,772,400 Current interest payable to group companies 1,013,395 USD 828,957 - - - - - - Current loans to credit entities 414,752,062 USD 339,267,186 Bonds and debentures 10,000,000 USD 8,180,000 Current interest payable to credit entities 122,768 USD 100,424 Exchange gains/ (losses) generated in the year are as follows: ( €) 2021 2020 Realized 3,291,795 (2,276,848) Unrealized (10,721,902) (1,018,134) (7,430,107) (3,294,982) GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 71 Source of exchange differences: ( €) 2021 2020 Brazilian reais (88,298) - Chinese Yuan Renminbi 98 7 Pound Sterling (6,576,188) 3,486,174 Hungarian Florins 587,083 2,975,297 Indian Rupee (742,172) 3,681,940 Zloty (36) (635) Japanese Yen 1 10 Romanian Leu - (21) Moroccan Dirham - 110 Mexican Pesos (95,000) - Swedish Crowns (253,214) (417,524) American Dollars (990,925) (13,246,047) Turkish Lira 728,544 225,707 (7,430,107) (3,294,982) GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 72 18. GUARANTEES AND DEPOSITS EXTENDED TO GROUP COMPANIES AND THIRD PARTIES Guarantees and deposits extended by the Company to credit institutions for loans, credits and deposits granted to group companies at December 31, 2021 and 2020, are as follows: 2021 2020 Gestamp Servicios, S.A. 1,851 2,700 Gestamp Vigo, S.A. 17 566 Loire SAFE 3,309 5,809 Inmobiliaria Acek, S.L. 7 7 Adral Matricería y Puesta a Punto, S.L. 66 263 Gestamp Aveiro, Lda. 2,541 2,594 Essa Palau, S.A. 7,136 7,469 Gestamp Metalbages, S.A. 4,102 4,524 Gestamp Linares, S.A. 3 183 Gestamp ESMAR, S.A. 449 449 Gestamp Cerveira, Lda. 56 109 Gestamp Palencia, S.A. 532 532 Gestamp Bizkaia, S.A. 44 1,790 Gestamp Toledo, S.A. 824 824 Autotech Engineering, S.L. 169 169 Gestamp Navarra, S.A. 256 845 Gestamp Wroclaw Sp. z.o.o. 586 577 Gestamp Chatanooga II, Llc - 8,011 Gestamp Global de Matricería, S.L. 90 90 Gestamp Polska Sp. z.o.o. 2,528 7,323 Gestamp Autotech Engineering R&D USA 983 915 Edscha Brugos, S.A. 251 494 Gestamp Technology Institute, S.L. 363 363 Gestamp Griwe Westerburg, GmbH - 2,223 Global Láser Araba, S.L. - 47 Gestamp Global Tooling Services, AIE 3,880 8,807 Gestamp Unformtechnick GMBH 11,628 16,116 Reparaciones Industriales Zaldíbar, S.L. 47 - Acek desarrollo y gestión Industrial, S.L. - - Gestamp Hardtech, AB - - Sofedit S.A.S. 282 1,261 Gestamp North America, Llc 3,518 2,863 Gestamp Tooling Erandio S.L - 229 Edscha Holding, GmbH 172 860 Gestamp North Europe Division Services 671 881 Edscha Santander, S.A. 1,036 432 Gestamp Tool Hardening, S.L. - 230 Gestamp Abrera, S.A. - 386 Matricería Deusto, S.L. - 270 Gestamp Levante, S.A. - 606 Gestamp Ingeniería Europa Sur, S.L - 264 Edscha Automotive Hengersberg, GmbH 1,685 1,520 Edscha Automotive Hauzenberg GmbH 1,701 1,610 Gestamp Solblank Barcelona, S.A. - 188 Edscha Engineering, GmbH 455 1,640 51,238 87,039 Additionally, the Company has given its financial commitment to the following companies: Gestamp Vigo, 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., Gestamp Tooling 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, Gestamp Severstal Vsevolozhsk Llc, Gestamp Palencia, S.A., Gestamp Servicios, S.A., Gestamp Levante, S.A., Gestamp Metal Forming, Gestamp Abrera, S.A., MPO Prodivers Rez, S.R.L., Edscha do Brasil, Ltda., Gestamp Griwe Haynrode GmbH and Gestamp Griwe Westerburg GmbH. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 73 19. RELATED PARTY TRANSACTIONS Related parties with which the Company carried out transactions in 2020 and 2019, and the nature of the relationship, the item and transaction amounts, are as follows: 2021 Finance income (Note 16.1) Revenue from use of trademark and commercial and corporative services 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 - - - - - 1,377,731 Adral Matricería y Puesta a Punto, S.L. Group Company - - - - 15,000 - Almussafes Mantenimiento de Troqueles, SLU Group Company - - - - 15,000 - Automated Joining Solutions, S.L. Group Company 8,328 - - - - - Autotech Engineering France, S.A.S. Group Company 5 - - - - - Autotech Engineering R&D USA Inc. Group Company - 28,298 - - - - Beyçelik Gestamp Otomotiv Sanayi Group Company 9,413 - - 824,625 - - Beyçelik Gestamp SASI Otomotive Group Company 375 - - 515,613 - - Beyçelik Gestamp Teknoloji VE Group Company - - - 2,672 - - Çelik Form Gestamp Otomotive, A.S. Group Company - - - 112,012 - - Diede Die Developments, S.L. Group Company 1,775 - - - 15,000 - Edscha Automotive Hauzenmberg, GMBH Group Company - 10,827 - - - 31,094 Edscha Automotive Hengersberg, GMBH Group Company - 9,515 - - - 27,426 Edscha Automotive Michigan Group Company 28,047 - - - - - Edscha Automotive SLP, S.A.P.I de C.V. Group Company 58,001 - - - - - Edscha Burgos SA Group Company - 2,700 - - - - Edscha Hengersberg Real Estate, Gmb Group Company - - - - - 6,273 Edscha Hauzenberg Real Estate, Gmb Group Company - - - - - 5,056 Edscha Holding GMBH Group Company 4,806,630 4,267 - - - - Edscha Engineering, GmbH Group Company - 8,714 - - - - Edscha Kunshan, Co. Ltd. Group Company 259,555 - - - - - Edscha Santander SA Group Company - 4,347 - - - - Etem Gestamp Aluminium Extrusions, S.A. Group Company 13,542 - - - - - Gestamp 2008, S.L Group Company - - - - - 300,864 Gestamp Abrera, S.A. Group Company 648,889 4,904 - 298,863 15,000 - Gestamp Aguascalientes, S.A. de C.V. Group Company 7,446 - - - - - Gestamp Aragón, S.A. Group Company 150,792 - - 395,533 15,000 - Gestamp Auto Components (Chongqing) Co. Group Company - - - 138,948 - - Gestamp Auto Components (Dongguan) Co. , Ltd. Group Company - - - 221,831 - - Gestamp Auto Components KunshanCo., Ltd. Group Company - - - 521,056 - - Gestamp AutoComponets (Shenyang) Co., Ltd. Group Company - - - 611,153 - - Gestamp Automotive Chennai Private Ltd. Group Company - 1,136,810 - (241,942) - - Gestamp Autotech Japan, LTD. Group Company 25,000 - - - - - Gestamp Aveiro, Lda. Group Company - 23,454 - 66,027 - - Gestamp Beyçelik Romania, SRL Group Company 741,744 - - - - - Gestamp Bizkaia, S.A. Group Company - 20,689 - 745,525 15,000 - Gestamp Brasil Ind Aut SA Group Company - - - 213,758 - - Gestamp Cerveira, Lda. Group Company 1,330,996 565 - (12,129) - - Gestamp Chattanooga II, LLC Group Company 76,926 38,677 - 294,524 - - Gestamp Chattanooga, LLC Group Company 190,289 - - 830,818 - - Gestamp ESMAR, S.A. Group Company - 6,215 - 124,026 15,000 - Gestamp Etem Automotive Bulgaria, S.A. Group Company 98,299 - - - - - Gestamp Finance Slovakia, Sro Group Company 63,257 - - - - - Gestamp Funding Luxembourg, S.A. Group Company 11,622 - - - - 16,886,501 Gestamp Global Tooling SL Group Company 1,754,852 1,666 - - - - Gestamp Griwe Haynrode GmbH Group Company - - - 170,216 - - Gestamp Griwe Westerburg GmbH Group Company 3,223,236 949 - 511,721 - - Gestamp Hard Tech AB Group Company 463,036 - - (1,388) - - Gestamp Holding Argentina, S.L. Group Company 39,090 - - - - - Gestamp Holding China AB Group Company 3,112 - - - - - Gestamp Holding Mexico, S.L. Group Company 50,002 - - - - - Gestamp Holding Rusia, S.L. Group Company 1,360 - - - - - Gestamp Hotstamping Japan, KK Group Company - - - (19,870) - - Gestamp Hungaria, Kft Group Company 1,128,031 - - 316,505 - - Gestamp Ingeniería Europa Sur, S.L. Group Company - 3,439 - - 15,000 - Gestamp Kartek Corporation, Ltd. Group Company - - - 239,337 - - Gestamp Levante, S.A. Group Company 433,078 10,150 - 67,827 15,000 - Gestamp Linares, S.A. Group Company 339,638 2,365 - 50,746 15,000 - Gestamp Louny, S.r.o. Group Company 1,023,268 - - 567,099 20,000 - Gestamp Manufacturing Autochasis, S.L. Group Company - - - 266,764 15,000 - Gestamp Mason LLC Group Company 152,760 - - 908,574 - - Gestamp McCalla, Llc Group Company 120,238 - - 1,214,472 - - Gestamp Metal Forming (Wuhan) LTD. Group Company - - - 120,982 - - Gestamp Metalbages, S.A. Group Company 3,868,689 39,258 - 165,271 15,000 - Gestamp Navarra SA Group Company 832,851 6,990 - 657,082 15,000 - Gestamp Nitra S.R.O. Group Company 575,678 - - - - - Gestamp North América, Inc. Group Company 17 81,609 - - 450 1,317,467 Gestamp North Europe Division Services Group Company - 5,853 - - 159,048 - Gestamp Noury, SAS Group Company 341,144 - - 277,390 - - Gestamp Palau; S.A. Group Company - 47,079 - 27,644 15,000 - Gestamp Palencia, S.A. Group Company 2,280,451 4,475 13,999,916 655,081 15,000 - Gestamp Polska, Sp.z.o.o. Group Company - 47,969 - (211,619) - - Gestamp Puebla II, S.A. de C.V Group Company 98,764 - - - - - Gestamp Puebla, S.A. de C.V Group Company 166,244 - - - - - Gestamp Pune Automotive Private, Ltd. Group Company - - - 64,088 - - Gestamp Ronchamp, SAS Group Company 21,659 - - 112,258 - - Gestamp San Luis Potosi SAPI de CV Group Company 53,973 - - - - - Gestamp Servicios, S.A. Group Company 5,613,012 27,506 33,999,984 9,259,249 78,210 - Gestamp Severstal Vsevolozhsk LLC. Group Company 447,002 - - - - - Gestamp Solblank Barcelona, S.A. Group Company 53,582 2,428 - 30,462 15,000 - Gestamp Solblank Navarra, S.A. Group Company - - - - 15,000 - Gestamp Sorocaba Industria de Autopeças Group Company 49,752 - - 258,844 - - Gestamp South Carolina, LLC Group Company 144,904 - - 1,491,238 - - Gestamp Sweden, Ab Group Company 1,802,621 - - - - - Gestamp Tallent Ltd. Group Company 4,428,728 - - 1,699,079 - - Gestamp Technology Institute, S.L. Group Company 448 2,178 - - - - Gestamp Toledo, S.A. Group Company - 12,041 - 102,004 15,000 - GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 74 Finance income (Note 16.1) Revenue from use of trademark and commercial and corporative services 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) Gestamp Toluca, S.A. de C.V. Group Company 26,802 - - - - - Gestamp Tool Hardening, S.L. Group Company - 1,133 - - - - Gestamp Tooling Erandio, S.L. Group Company 152,866 1,132 - - - - Gestamp Try Out Services, S.L. Group Company 78,988 - - - - - Gestamp Umformtechnick GMBH Group Company - 52,659 - 1,482,263 - - Gestamp Vendas Novas Unip. Lda. Group Company - - - 152,033 - - Gestamp Vigo, S.A. Group Company 193,993 6,512 - 179,284 1,768,029 - Gestamp Washington UK Limited. Group Company - - - (4,047) - - Gestamp Washtenaw, LLC Group Company 75,277 - - 188,452 - - Gestamp West Virginia LLC Group Company 52,800 - - 439,799 - - Gestamp Wroclaw Sp. Z.o.o. Group Company 1,125,993 7,823 - 131,875 - - Gestión Global Matricería, S.L. Group Company 216,972 - - - - - Global Láser Araba, S.L. Group Company - 280 - - - - GMF Holding GMBH Group Company 4,177,482 - - - - - Gonvarri Industrial Centro de Servicios, S.L. Group Company - - - - 3,795,989 - Gonvarri Valencia, S.A. Group Company - - - - 715,800 - Gonvauto Galicia, S.A. Group Company - - - - 512,628 - Gonvauto, S.A. Group Company - - - - 36,000 - Ingeniería Global Metalbages, S.A. Group Company - - - - 15,000 - Inmobiliaria Acek SL Group Company - 144 - - - - Loire SA Franco Española Group Company 703,699 40,442 - - 15,000 - Matricería Deusto, S.l. Group Company 434,769 1,331 - - 15,000 - Orilla Asset Management, S.L. Group Company - - - - 377 - Prisma SAS Group Company 395,029 - - 112,676 - - Reparaciones Industriales Zaldíbar Group Company 23,594 126 - - - - Sofedit SAS Group Company - 95 - 772,016 - - Todlem, S.L. Group Company 192,672 - - - - - Tuyauto Gestamp Morocco Group Company 117,571 - - - - - 46,010,658 1,707,614 47,999,900 28,118,320 7,401,531 19,952,412 2020 Finance income (Note 16.1) Revenue from use of trademark and commercial and corporative services 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 - - - - - 1,459,074 Adral Matricería y Puesta a Punto, S.L. Group Company - - - - 15,000 - Almussafes Mantenimiento de Troqueles, SLU Group Company - - - - 15,000 - Automated Joining Solutions, S.L. Group Company 2,884 - - - - - Autotech Engineering France, S.A.S. Group Company 133 - - - - - Autotech Engineering R&D USA Inc. Group Company - 37,466 - - - - Autotech Engineering Spain, S.L. Group Company 12 - - - - - Beyçelik Gestamp Otomotiv, A.S. Group Company - - - 812,045 - - Beyçelik Gestamp SASI Otomotive Group Company - - - 448,795 - - Beyçelik Gestamp Teknoloji VE Group Company - - - 1,050 - - Çelik Form Gestamp Otomotive, A.S. Group Company - - - 123,934 - - Diede Die Developments, S.L. Group Company 573 - - - 15,000 - Edscha Automotive Hengersberg, GMBH Group Company - - - - - 27,426 Edscha Automotive Michigan Group Company 32,785 - - - - - Edscha Automotive SLP, S.A.P.I de C.V. Group Company 14,303 - - - - - Edscha Burgos SL Group Company - 2,933 - - - - Edscha Santander SA Group Company - 2,030 - - - - Edscha Hengersberg Real Estate, Gmb Group Company - - - - - 6,273 Gestamp 2008, S.L Group Company - - - - - 241,351 Edscha Holding GMBH Group Company 3,946,268 - - - - - Edscha Kunshan, Co. Ltd. Group Company 107,378 - - - - - Gestamp Abrera, S.A. Group Company 648,889 2,000 - 384,346 15,000 - Gestamp Aguascalientes, S.A. de C.V. Group Company 10,468 - - - - - Gestamp Aragón, S.A. Group Company 606,744 - - 297,405 15,000 - Gestamp Auto Components (Chongqing) Co. Group Company - - - 103,516 - - Gestamp Auto Components (Dongguan) Co. , Ltd. Group Company - - - 270,434 - - Gestamp Auto Components KunshanCo., Ltd. Group Company - - - 242,865 - - Gestamp AutoComponets (Shenyang) Co., Ltd. Group Company - - - 455,668 - - Gestamp Automotive Chennai Private Ltd. Group Company - 3,436,121 - 353,913 - - Gestamp Autotech Japan, LTD. Group Company 25,000 - - - - - Gestamp Aveiro, Lda. Group Company - 24,773 - 79,929 - - Gestamp Bizkaia, S.A. Group Company - 11,861 - 808,912 15,000 - Gestamp Beyçelik Romania, SRL Group Company 204,364 - - - - - Gestamp Brasil Ind Aut SA Group Company - - - 1,842,432 - - Gestamp Cerveira, Lda. Group Company 1,280,403 1,979 1,181,100 20,554 - - Gestamp Chattanooga II, LLC Group Company 51,822 368,917 - 403,112 - - Gestamp Chattanooga, LLC Group Company 127,829 - - 1,097,909 - - Gestamp ESMAR, S.A. Group Company - 1,711 - 243,692 15,000 - Gestamp Etem Automotive Bulgaria, S.A. Group Company 17,556 - - - - - Gestamp Finance Slovakia, Sro Group Company 530 - - - - - Gestamp Funding Luxembourg, S.A. Group Company 981 - - - - 22,137,456 Gestamp Global Tooling SL Group Company 1,845,485 1,765 - - - - Gestamp Griwe Haynrode GmbH Group Company - - - 307,002 - - Gestamp Griwe Westerburg GmbH Group Company 2,977,388 8,288 - 442,135 - - Gestamp Hard Tech AB Group Company 624,393 109 - 46,183 - - Gestamp Holding Argentina, S.L. Group Company 14,103 - - - - - Gestamp Holding China AB Group Company 2,035 - - - - - Gestamp Holding Mexico, S.L. Group Company 33,426 - - - - - Gestamp Holding Rusia, S.L. Group Company 725 - - - - - Gestamp Hotstamping Japan, KK Group Company - - - (58,110) - - Gestamp Hungaria, Kft Group Company 1,001,991 - - 433,812 - - Gestamp Ingeniería Europa Sur, S.L. Group Company - 729 - - 15,000 - Gestamp Kartek Corporation, Ltd. Group Company - - - 257,807 - - Gestamp Levante, S.A. Group Company 675,423 3,660 - 113,409 15,000 - Gestamp Linares, S.A. Group Company 280,387 2,000 - 60,874 15,000 - GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 75 Finance income (Note 16.1) Revenue from use of trademark and commercial and corporative services 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) Gestamp Louny, S.r.o. Group Company 612,388 - - 857,879 - - Gestamp Manufacturing Autochasis, S.L. Group Company - - - 361,040 15,000 - Gestamp Mason LLC Group Company 142,519 - - 1,198,727 - - Gestamp McCalla, Llc Group Company 143,902 - - 1,742,717 - - Gestamp Metal Forming (Wuhan) LTD. Group Company - - - 103,675 - - Gestamp Metalbages, S.A. Group Company 2,956,942 43,774 - 439,117 15,000 - Gestamp Navarra SA Group Company 660,814 4,072 - 964,512 15,000 - Gestamp Nitra S.R.O. Group Company 657,172 - - (65,196) - - Gestamp North América, Inc. Group Company - 93,707 - - - 828,957 Gestamp North Europe Division Services Group Company 29,946 3,324 - - 158,617 - Gestamp Noury, SAS Group Company 532,281 - - 255,771 - - Gestamp Palau; S.A. Group Company - 44,482 - (45,995) 15,000 - Gestamp Palencia, S.A. Group Company 3,260,066 3,417 - 667,479 15,000 - Gestamp Polska, Sp.z.o.o. Group Company - 378,760 - 227,662 - - Gestamp Puebla II, S.A. de C.V Group Company 162,038 - - - - - Gestamp Puebla, S.A. de C.V Group Company 180,818 - - - - - Gestamp Pune Automotive Private, Ltd. Group Company - - - 30,043 - - Gestamp Ronchamp, SAS Group Company 21,018 - - 281,595 - - Gestamp San Luis Potosi SAPI de CV Group Company 46,152 - - - - - Gestamp Servicios, S.A. Group Company 12,963,060 12,866 - 13,206,922 332,103 - Gestamp Severstal Kaluga, LLC Group Company - 161,312 - - - - Gestamp Severstal Vsevolozhsk LLC. Group Company 448,227 - - - - - Gestamp Solblank Barcelona, S.A. Group Company 113,185 778 - 9,812 15,000 - Gestamp Solblank Navarra, S.A. Group Company - - - - 15,000 - Gestamp Sorocaba Industria de Autopeças Group Company 31,239 - - - - - Gestamp South Carolina, LLC Group Company 145,038 - - 1,713,711 - - Gestamp Sweden, Ab Group Company 2,539,219 - - - - - Gestamp Tallent Ltd. Group Company 4,144,129 - - 2,170,456 - - Gestamp Technology Institute, S.L. Group Company 83 2,723 - - - - Gestamp Toledo, S.A. Group Company 13,463 8,045 - 219,407 15,000 - Gestamp Toluca, S.A. de C.V. Group Company 69,751 - - - - - Gestamp Tool Hardening, S.L. Group Company - 1,290 - - - - Gestamp Tooling Erandio, S.L. Group Company 93,635 1,283 - - - - Gestamp Tooling Services, AIE Group Company - 304 - - - - Gestamp Try Out Services, S.L. Group Company 53,298 - - - - - Gestamp Umformtechnick GMBH Group Company - 101,030 - 1,900,403 - - Gestamp Vendas Novas Unip. Lda. Group Company - - - 231,835 - - Gestamp Vigo, S.A. Group Company 155,619 2,952 - 515,961 1,762,785 - Gestamp Washington UK Limited. Group Company 70,694 - - 111,211 - - Gestamp Washtenaw, LLC Group Company 69,849 - - 496,328 - - Gestamp West Virginia LLC Group Company 214,660 - - 925,488 - - Gestamp Wroclaw Sp. Z.o.o. Group Company 1,227,984 8,216 - 93,021 - - Gestión Global Matricería, S.L. Group Company 217,567 - - - - - Global Láser Araba, S.L. Group Company - 262 - - - - GMF Holding GMBH Group Company 3,528,591 - - - - - Gonvarri Industrial Centro de Servicios, S.L. Group Company - - - - 3,908,470 - Gonvarri Valencia, S.A. Group Company - - - - 166,768 - Gonvauto Galicia, S.A. Group Company - - - - 40,774 - Gonvauto Navarra, S.A. Group Company - - - - 57,460 - Gonvauto, S.A. Group Company - - - - 8,635 - Ingeniería Global Metalbages, S.A. Group Company - - - - 15,000 - Inmobiliaria Acek SL Group Company - (67) - - - - Loire SA Franco Española Group Company 413,986 48,140 - - 15,000 - Matricería Deusto, S.l. Group Company 222,258 1,550 - - 15,000 - Prisma SAS Group Company 290,007 - - 105,995 - - Reparaciones Industriales Zaldíbar Group Company 33,023 40 - - - - Sofedit SAS Group Company 5,597 10,729 - 1,331,180 - - Tuyauto Gestamp Morocco Group Company 21,963 - - - - - Todlem, S.L. Group Company 127,600 - - - - - Total 51,154,059 4,839,331 1,181,100 39,644,379 6,750,612 24,700,537 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 76 The breakdown of balances with related parties at December 31, 2021 and 2020 is as follows: 2021: Intragroup current account Loans ant others Interest and other Debtors (nota 19.3) (a) Creditors Nature of the relationship Non - current receivables (Note 9) Non-current payables Current payables Non-current payables (b) Receivables Payables (note 9) (note 19.3) (a) (b) (nota 19.4) (note 9) (note 19.3) (b) Acek Desarrollo y Gestión Industrial, S.L. Group Parent - - - - 2,360,728 19,359,969 - - Adral Matricería y Puesta a Punto, S.L. Group Company - 22,344,425 - - - - - - Anhui Edscha Auto Parts Co., L Group Company - - - - - - 680,908 - Automated Joining Solutions, S.L. Group Company 579,077 63,144 - - - - 6,746 - Autotech Engineering AIE Group Company - 3,753,000 - - - - - - Autotech Engineering France SAS Group Company - 783,146 - - - - 5 - Autotech Engineering R&D UK Limited Group Company - 8,274,100 - - 2,455 - - - Autotech Engineering Spain, S.L Group Company - 2,767,624 - - - - - - Autotech Engineering, S.L Group Company - 29,260,704 - - - - - - Beyçelik Gestamp Otomotive Sanayi Group Company - - - 12,550,000 - - 9,413 - Beyçelik Gestamp Sasi Otomotiv Group Company - - - 500,000 - - 375 32,240 Çelik form Gestamp Otomotiv, A.S. Group Company - - - - - - - 6,200 Diede Die Developments, S.L. Group Company - 1,717,177 - - - - 1,775 - Edscha Automotive Hauzenberg, GmbH Group Company - - - - - - 557 - Edscha Automotive Hengersberg GmbH Group Company - - - - - - 593 27,426 Edscha Automotive Michigan Group Company - 4,455,260 - - - - 40,494 - Edscha Automotive SLP, S.A.P.I de C.V. Group Company - 7,416,718 - 8,139,600 - - 51,819 - Edscha Burgos, S.A. Group Company - 3,865,298 - - - - - - Edscha Engineering, GmbH Group Company - - - - - - 105 - Edscha Hengersberg Real Estate Group Company - - - - - - - 6,273 Edscha Hauzenberg Real Estate Group Company - - - - - - - 2,528 Edscha Holding GMBH Group Company 166,907,064 - 104,454,248 17,000,000 - - 4,803,235 15 Edscha Kunshan CO, Ltd. Group Company - - 8,000,000 - - - 233,600 - Edscha Santander, S.A. Group Company 50 8,057,703 - - - - 511 - Etem Gestamp Aluminium Extrusions, S.A. Group Company - - - 5,000,000 - - 13,542 - Gestamp 2008, S.L. Group Company - - - - 7,361,415 - - 300,864 Gestamp Abrera, S.A. Group Company - - 20,000,000 - - - 525,600 - Gestamp Aguas Calientes, SA de CV Group Company 1,476,509 - - - - - 2,751 - Gestamp Aragón SA Group Company - - 14,000,000 - - - 1,979,279 - Gestamp Auto Tech Japan Co., Ltd. Group Company - - - 2,500,000 - - 98,889 - Gestamp Autocomponents Kunshan Co. LTD. Group Company - - - - - - 275,556 - Gestamp Aveiro, Lda. Group Company - - - - - - 5,844 - Gestamp Baires, S.A. Group Company - - - - - - 133,426 - Gestamp Beycelik Romania, SRL. Group Company - - 25,626,658 370,000 - - 284,717 - Gestamp Bizkaia, S.A. Group Company - 391,273,181 - - - - - - Gestamp Cerveira, Lda. Group Company - - 1,803,036 38,734,596 - - 9,201,050 - Gestamp Chattanooga II, LLC Group Company - 3,440,335 - - - - 23,945 - Gestamp Chattanooga LLC Group Company 1,077,498 9,968,027 - - 76 - 96,794 - Gestamp Córdoba, S.A. Group Company - - - - - - 582,464 - Gestamp Etem Automotive Bulgaria, S.A. Group Company - - - 8,500,000 - - 115,854 - Gestamp Finance Slovakia, S.r.o. Group Company - 55,237,172 - - - - 63,257 - Gestamp Funding Luxembourg, S.A. Group Company 790,749 1,093,382 - - - - 11,622 - Gestamp Global Tooling, S.L. Group Company 107,517,844 558,266 - - - - 1,754,852 111,461 Gestamp Griwe Westerburg GmbH Group Company 36,256,103 311 64,756,942 44,803,463 - - 3,208,526 - Gestamp Hard Tech AB Group Company 12,139,069 - 4,397,550 2,719,445 - - 463,036 - Gestamp Holding Argentina, S.L. Group Company 2,624,325 - - - - - 31,663 - Gestamp Holding China, AB Group Company 215,440 - - - - - 3,112 - Gestamp Holding México, S.L. Group Company 3,333,475 417,679 - - - - 40,502 - Gestamp Holding Rusia, S.L. Group Company 94,057 - - - - - 1,102 - Gestamp Hungaria Kft Group Company 14,276,840 18,271,604 - 20,851,951 - - 420,050 - Gestamp Levante, S.A. Group Company - - 10,678,631 - - - 433,530 - Gestamp Linares, S.A. Group Company - 13,889,594 6,199,826 2,174,800 - - 836,768 - Gestamp Louny, S.r.o. Group Company 64,009,527 15,108,976 31,634,000 - - - 1,023,268 - Gestamp Mason LLC Group Company 637,645 6,946,449 - - - - 39,539 - Gestamp McCalla, LLC Group Company 713,335 27,240,941 - - - - 44,589 - Gestamp Metalbages, S.A. Group Company 46,927,970 36,391,205 122,000,000 - - - 7,677,862 - Gestamp Navarra, S.A. Group Company - - 17,203,720 - - - 697,706 - Gestamp Nitra, SRO Group Company 26,107,985 16,317,611 - - - - 575,678 - Gestamp North America, Inc. Group Company 21,980,227 45,303,216 - - 1,317,825 - 25,830 - GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 77 Intragroup current account Loans ant others Interest and other Debtors (nota 19.3) (a) Creditors Nature of the relationship Non - current receivables (Note 9) Non-current payables Current payables Non-current payables (b) Receivables Payables (note 9) (note 19.3) (a) (b) (nota 19.4) (note 9) (note 19.3) (b) Gestamp North Europe SL Group Company - 7,419,389 - - - - 1,201 54,084 Gestamp Noury, S.A.S. Group Company 23,396,084 355,441 - - - - 341,144 - Gestamp Palencia, S.A. Group Company 11,196,266 23,680,097 21,691,241 69,698,077 - - 3,830,784 - Gestamp Polska, Sp.z.o.o. Group Company - 1,054,619 - - 73,022,063 - 38,823 - Gestamp Puebla II, SA de CV Group Company 6,014,810 2,324 - - - - 45,648 - Gestamp Puebla, SA de CV Group Company 3,906,292 - - - - - 101,791 - Gestamp Ronchamp, S.A.S. Group Company - 3,152,891 - - - - 21,660 - Gestamp San Luis Potosi SAPI de CV Group Company 1,220,100 8,232,911 - - - - 26,130 - Gestamp Servicios, S.A. Group Company 164,766,906 96,242,010 85,939,514 52,500,000 - - 39,324,351 9,732 Gestamp Severstal Vsevolozhsk LLC. Group Company - - - 13,777,456 - - 339,231 - Gestamp Solblank Barcelona, S.A. Group Company - - 10,700,000 - - - 152,468 - Gestamp Sorocaba Industria de Autopeças Group Company 324 - - - - - 42,289 - Gestamp South Carolina, LLC Group Company - 29,322,780 - - - - 42,392 - Gestamp Sweden, AB Group Company - 35,196,635 28,904,254 22,235,925 - - 1,417,816 - Gestamp Tallent, Ltd. Group Company 1,196,359 - 190,389,186 17,395,962 - - 6,364,416 - Gestamp Tech SL Group Company - 2,126 - - 10 - - - Gestamp Technology Institute, S.L. Group Company 433,175 - - - - - 1,537 - Gestamp Toledo, S.A. Group Company - 22,410,854 - - - - - - Gestamp Toluca, S.A. de C.V. Group Company - 861,725 - - - - 13,831 - Gestamp Tool Hardening SL Group Company - 91,820 - - - - - - Gestamp Tooling Erandio, S.L. Group Company 9,798,172 - - - - - 152,866 - Gestamp Tooling Services, AIE Group Company - 16,914,385 - - - - - - Gestamp Try Out Services, S.L. Group Company 5,196,109 19 - - - - 78,988 - Gestamp Umformtechnick GMBH Group Company - 119,761,218 - - - - 93 - Gestamp Vendas Novas, Lda. Group Company - 29,257,593 - - - - - - Gestamp Vigo, S.A. Group Company - 64,836,991 - 4,783,381 - - 157,134 - Gestamp Washington Uk Limited Group Company - - - - 16,123 - - - Gestamp Washtenaw, LLC Group Company 1,510,119 - - - - - 59,216 - Gestamp West Virginia, LLC Group Company 8,088,909 - - - - - 23,396 - Gestamp Wroclaw SP. Z.O.O Group Company 7,681,716 3,748,000 39,762,900 4,500,000 - - 1,082,216 - Gestión Global Matricería, S.L. Group Company - - - 21,400,000 - - 644,760 - Global Láser Araba, S.L. Group Company - 1,342 - - - - - - GMF Holding GMBH Group Company 129,859,589 - 38,979,118 85,076,590 - - 4,177,482 - Ingeniería y Contrucción de Matrices, S.A. Group Company - 30,250 - - - - - - Inmobiliaria Acek, S.L. Group Company - - - - - 293,470 - - Loire SA Franco Española Group Company 48,904,918 227,067 - 132,689 - - 703,699 - Matricerías Deusto, S.L. Group Company 28,411,250 - - - - - 434,769 - Mursolar 21, S.L. Group Company - 56,428,770 - - - - - - Prisma SAS Group Company 25,118,276 5,888,367 - - - - 395,029 - Reparaciones Industriales Zaldíbar Group Company 2,224,846 330,207 - - - - 23,593 - Sofedit SAS Group Company - 89,253,841 - - - - - - Todlem, S.L. Group Company 13,116,582 - - - - - 156,064 - Tuyauto Gestamp Morocco Group Company - - - 12,089,240 - - 149,819 - 999,705,591 1,348,919,920 847,120,824 467,433,175 84,080,695 19,653,439 96,866,975 550,823 (a) Short-term investments in group companies and associates. Loans to associated companies (b) Current Liabilities - Payable to Group companies and Associates GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 78 2020: Intragroup current account Loans ant others Interest and other Debtors (nota 19.2) (a) Creditors Nature of the relationship Debt Securities Non - current receivables (Note 9) Non-current payables (Note 9) Current receivables Current payables Non - current payables (b) Receibables Payables (Note 19.2) (a) (b) (Note 19.3) (Note 9) (Note 19.3) Acek Desarrollo y Gestión Industrial, S.L. Group parent - - - - - 3,522,853 20,702,891 - - Adral Matricería y Puesta a Punto, S.L. - 19,443,186 - - - - - - - Anhui Edscha Auto Parts Co., L Group Company - - - - - - - 680,908 - Automated Joining Solutions, S.L. Group Company - 8,335 - - - - - 2,336 - Autotech Engineering AIE Group Company - 28,453,264 - - - - - - - Autotech Engineering Deutschland GMBH Group Company - 1,253,000 - - - - - - - Autotech Engineering France SAS Group Company - 173,436 - - - - - 133 - Autotech Engineering R&D UK Limited Group Company - 7,236,868 - - - 2,455 - - - Autotech Engineering Spain, S.L Group Company - 1,390,024 - - - - - 12 - Gestamp Etem Automotive Bulgaria, S.A. Group Company - - - - 4,000,000 - - 17,556 - Bero Toools, S.L. Group Company 10,037,705 - - - - - - 93,341 - Diede Die Developments, S.L. Group Company - 484,263 - - - - - 573 - Edscha Automotive Michigan Group Company - 1,150,034 - - - - - 10,679 27,426 Edscha Automotive SLP, S.A.P.I Group Company - 1,829,903 - - - - - 12,479 - Edscha Burgos, S.A. Group Company - 3,853,206 - - - - - (331) - Edscha Hengersberg Real Estate Group Company - - - - - - - - 6,273 Edscha Holding GMBH Group Company 176,086,134 - - 87,454,248 8,000,000 2,966,000 - 3,491,955 16 Edscha Kunshan CO, Ltd. Group Company - - - 8,000,000 - - - 96,640 - Edscha Santander, S.A. Group Company 50 6,974,621 - - - - - 118 - Gestamp 2008; S.L. Group Company - - - - - - 4,452,579 - 195,494 Gestamp Abrera, S.A. Group Company - - - 20,000,000 - - - 525,600 - Gestamp Aguas Calientes, SA de CV Group Company 2,379,945 - - - - - - 570 - Gestamp Aragón SA Group Company 428,053 - - 14,000,000 - - - 1,828,487 - Gestamp Auto Tech Japan Co., Ltd. Group Company - - - - 2,500,000 - - 73,889 - Gestamp Autocomponents (Dongguan) CO., Ltd. Group Company 1,497,033 - - - - - - - - Gestamp Autocomponents Kunshan Co. LTD. Group Company - - - - - - - 275,556 - Gestamp Automotive Chennai Private, Ltd. Group Company - - 30,635,000 - - - - 2,857,028 - Gestamp Aveiro, Lda. Group Company - - - - - - - 6,059 - Gestamp Baires, S.A. Group Company - - - - - - - 133,426 - Gestamp Bizkaia, S.A. Group Company - 413,941,422 - - - - - 591 - Gestamp Cerveira, Lda. Group Company - - - - 40,537,632 - - 7,888,462 - Gestamp Chattanooga II, LLC Group Company - 333,687 - - - - - (44,820) - Gestamp Chattanooga LLC Group Company 449,992 7,668,093 - - - 76 - 15,438 - Gestamp Córdoba, S.A. Group Company - - - - - - - 582,464 - Gestamp Finance Slovakia, S.r.o. Group Company 9,673,108 23,678,107 - - - - - 530 - Gestamp Funding Luxembourg, S.A. Group Company 514,749 1,016,915 - - - (1,494,407) 494,163,398 981 - Gestamp Global Tooling, S.L. Group Company 123,063,728 1,160,071 - - - - - 1,845,857 - Gestamp Griwe Haynrode GmbH Group Company - - - 105,975,405 3,585,000 - - - - Gestamp Griwe Westerburg GmbH Group Company 76,486,738 289 - - - - - 2,965,871 - Gestamp Hard Tech AB Group Company 10,636,711 - - 4,090,000 2,529,256 - - 624,829 - Gestamp Holding Argentina, S.L. Group Company 1,031,062 - - - - - - 11,424 - Gestamp Holding China, AB Group Company 202,962 - - - - - - 2,035 - Gestamp Holding México, S.L. Group Company 3,333,475 388,468 - - - - - 27,075 - Gestamp Holding Rusia, S.L. Group Company 82,906 - - - - - - 587 - Gestamp Hot Stamping-CO LTD Group Company - - - - - - - 25,144 - Gestamp Hungaria Kft Group Company 7,493,001 5,208,632 - - 20,353,668 - - 334,633 - Gestamp Levante, S.A. Group Company - - - - - - - 461,639 - Gestamp Linares, S.A. Group Company - 12,463,292 - 6,199,826 2,174,800 - - 577,296 - Gestamp Louny, S.r.o. Group Company 61,959,464 11,440,102 - - - - - 612,388 - Gestamp Mason LLC Group Company - 10,227,630 - - - - - 20,786 - Gestamp McCalla, LLC Group Company 324,947 23,555,578 - - - - - 22,431 - Gestamp Metalbages, S.A. Group Company 27,647,073 50,577,118 - 122,000,000 - - - 6,829,426 - Gestamp Navarra, S.A. Group Company - - - - - - - 1,669,510 - Gestamp Nitra, SRO Group Company 49,613,358 17,399,945 - - - - - 657,172 - Gestamp North America, Inc. Group Company 20,450,000 41,460,722 - - - 829,315 - - - Gestamp North Europe SL Group Company - 8,447,679 - - - - - 30,706 198,590 Gestamp Noury, S.A.S. Group Company 17,142,304 - - - - - - 137,893 - Gestamp Palencia, S.A. Group Company 1,395,945 20,774,663 - 21,691,241 69,698,078 - - 3,868,097 - Gestamp Polska, Sp.z.o.o. Group Company - 926,371 - - - 63,166,063 - (3,453) - Gestamp Puebla II, SA de CV Group Company 3,697,458 1,724,904 - - - - - 27,835 - Gestamp Puebla, SA de CV Group Company 5,811,403 - - - - - - 47,614 - GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 79 Intragroup current account Loans ant others Interest and other Debtors (nota 19.2) (a) Creditors Nature of the relationship Debt Securities Non - current receivables (Note 9) Non-current payables (Note 9) Current receivables Current payables Non - current payables (b) Receibables Payables (Note 19.2) (a) (b) (Note 19.3) (Note 9) (Note 19.3) Gestamp Ronchamp, S.A.S. Group Company - 7,065,469 - - - - - 21,018 - Gestamp San Luis Potosi SAPI de CV Group Company - 8,138,640 - - - - - 25,519 - Gestamp Servicios, S.A. Group Company 129,485,517 90,210,979 - 85,939,514 52,500,000 - - 39,579,032 19,380 Gestamp Sorocaba Industria de Autopeças Group Company 2,369,965 - - - - - - 26,553 - Gestamp Severstal Vsevolozhsk LLC. Group Company - - - 13,777,456 - - - 339,232 - Gestamp Solblank Barcelona, S.A. Group Company - - - 10,700,000 3,425,493 - - 200,463 - Gestamp South Carolina, LLC Group Company - 16,689,480 - - - - - 31,743 - Gestamp Sungwoo Hitech (CHENNAI) Group Company - - - - - - - 635,272 - Gestamp Sweden, AB Group Company - 10,772,400 - 28,904,254 22,235,925 - - 11,477,513 - Gestamp Tallent, Ltd. Group Company - 30,262,982 - 190,389,186 17,395,962 - - 5,902,958 - Gestamp Tech SL Group Company - 2,126 - - - 10 - - - Gestamp Technology Institute, S.L. Group Company - 505,680 - - - - - 628 - Gestamp Toledo, S.A. Group Company - 18,822,714 - - - - - 11,705 - Gestamp Toluca, S.A. de C.V. Group Company - 3,691,364 - - - - - 11,516 - Gestamp Tool Hardening SL Group Company 566,223 - - - - - - 177 - Gestamp Tooling Services, AIE Group Company - 18,218,606 - - - - - 80 - Gestamp Try Out Services, S.L. Group Company 5,343,506 - - - - - - 53,298 - Gestamp Umformtechnick GMBH Group Company - 156,123,300 - - - - - 12,340 - Gestamp Vendas Novas, Lda. Group Company - 19,756,835 - - - - - - - Gestamp Vigo, S.A. Group Company - 57,715,159 - - 4,783,381 - - 126,112 - Gestamp Washington Uk Limited Group Company 7,537,026 - - - - 16,123 - 70,694 - Gestamp Washtenaw, LLC Group Company - - - - - - - 16,038 - Gestamp West Virginia, LLC Group Company - 5,290,832 - - - - - 19,469 - Gestamp Wroclaw SP. Z.O.O Group Company - 2,905,005 - 52,612,900 4,500,000 - - 5,098,196 - Gestamp-Severstal-Kaluga, LLC Group Company - - - - - - - 25,733 - Gestión Global Matricería, S.L. Group Company - - - - 21,400,000 - - 452,831 - GMF Holding GMBH Group Company 133,366,381 - - 124,055,708 - - - 3,528,591 - Inmobiliaria Acek, S.L. Group Company - - - - - - 293,470 (139) - Loire SA Franco Española Group Company 37,990,617 2,824 - 132,689 - - - 416,154 - Matricerías Deusto, S.L. Group Company 29,010,378 - - - - - - 222,322 - MPO Prodivers Rezistent S.R.L. Group Company - - - - 18,240,658 - - 440,809 - Mursolar 21, S.L. Group Company - 56,428,770 - - - - - - - Prisma SAS Group Company 24,276,629 3,185,780 - - - - - 290,007 - Reparaciones Industriales Zaldíbar Group Company 4,544,714 - - - - - - 33,010 - Sofedit SAS Group Company - 105,477,441 - - - - - 8,045 - Sungwoo Gestamp Hitech (Chennai) Group Company - - - - - - - 120,010 - Todlem, S.L. Group Company 12,757,043 - - - - - - 103,356 - Tuyauto Gestamp Morocco Group Company - - - - 8,589,240 - - 32,248 - Total 998,687,303 1,335,910,214 30,635,000 895,922,427 306,449,093 69,008,488 519,612,338 108,679,988 447,179 (a) Short-term investments in group companies and associates. Loans to associated companies (b) Current Liabilities - Payable to Group companies and Associates At December 31 st , 2021, besides of to the balance of receibables current accounts with group companies, the epigraph “other financial assets” includes the receibable dividend from Gestamp Servicios, S.A. that amounts € 18 million. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 80 19.1 Loans to companies The Company recognized the following non-current loans to group companies at December 31, 2021 and 2020: Loan Type Grant date Initial amount in euros or limit of the facility Outstanding balance at 31/12/2021 (€) Outstanding balance at 31/12/2020 (€) Maturity Interest rate 2021 Accrued interest receivable, 2021 Accrued interest receivable, 2020 Gestamp Palencia, S.A. Financial Loan 2017 21,691,241 21,691,241 21,691,241 21/12/2023 ( d) 2,769,339 1,797,933 Gestamp Linares, S.A. Financial Loan 2017 6,199,826 6,199,826 6,199,826 21/12/2023 3.20% 765,325 513,888 Gestamp Solblank Barcelona, S.A. Financial Loan 2017 10,700,000 10,700,000 10,700,000 21/12/2023 (d) 110,270 108,784 Gestamp Servicios, S.A. Credit Line 2013 59,770,026 59,770,026 59,770,026 07/02/2023 6.55% 36,634,766 32,571,939 Financial Loan 2016 1,069,488 1,069,488 1,069,488 31/12/2026 2% Financial Loan 2017 25,100,000 25,100,000 25,100,000 21/12/2023 ( d) Gestamp Sweden Financial Loan 2013 30,000,000 28,904,254 28,904,254 21/07/2023 4.00% 1,156,170 6,676,481 Gestamp Metalbages, S.A. Financial Loan 2020 65,000,000 65,000,000 65,000,000 02/01/2023 3.20% 6,715,096 6,137,179 Financial Loan 2017 57,000,000 57,000,000 57,000,000 21/12/2023 (d) Gestamp Hardtech AB Financial Loan 2009 - 4,397,550 (b) 4,090,000 09/07/2023 - 76,957 71,575 Gestamp Griwe Financial Loan 2013 1,218,463 - (a) 1,218,463 31/12/2022 - 1,295,139 2,143,128 Financial Loan 2017 40,000,000 - (a) 40,000,000 26/12/2022 - Financial Loan 2016 64,756,942 64,756,942 64,756,942 31/12/2026 2% Gestamp Aragón SA Financial Loan 2017 14,000,000 14,000,000 14,000,000 21/12/2023 (d) 1,979,279 1,828,487 Edscha Holding, GMBH Credit Line 2017 10,000,000 9,000,000 9,000,000 12/09/2023 2% 1,830,040 1,502,585 Credit Line 2017 9,000,000 - (a) 9,000,000 04/09/2022 - Financial Loan 2016 69,454,248 69,454,248 69,454,248 31/12/2026 2% Financial Loan 2021 26,000,000 26,000,000 - 14/07/2026 2% GMF Holding GMBH Financial Loan 2013 85,076,590 - (a) 85,076,590 31/12/2022 - 682,134 2,170,975 Financial Loan 2018 38,979,117 38,979,117 38,979,117 17/05/2023 1.75% Loire S.A.F.E. Financial Loan 2013 132,689 - ( a) 132,689 31/12/2022 - - 2,322 Gestamp Wroclaw Sp.z.o.o. Credit Line 2016 100,000,000 39,762,900 52,612,900 31/12/2024 1.75% 968,769 - Gestamp Severstal Vsevolozhsk LLC. Financial Loan 2016 14,975,330 - ( a) 13,777,456 30/03/2022 - - 339,232 Gestamp Tallent Ltd. Financial Loan 2016 190,389,187 190,389,187 190,389,187 31/12/2026 2% 3,807,784 3,807,784 Gestamp Abrera, S.A. Financial Loan 2020 20,000,000 20,000,000 20,000,000 02/01/2023 3.20% 525,600 525,600 Edscha Kunshan Co, LTD Financial Loan 2020 8,000,000 8,000,000 8,000,000 30/09/2023 3.20% 233,600 96,640 Gestamp Cerveira, Lda Financial Loan 2003 1,803,036 1,803,036 - 31/12/2023 4.00% 72,121 - Gestamp Beyçelik Romania, SRL Credit Line 2017 26,000,000 25,626,658 ( c) - 30/04/2025 4.00% 259,114 - Gestamp Navarra, S.A. Financial Loan 2021 17,203,720 17,203,720 - 01/01/2026 4.00% 697,706 - Gestamp Levante, S.A. Financial Loan 2021 10,678,631 10,678,631 - 01/01/2026 4.00% 433,078 - Gestamp Louny s.r.o. Financial Loan 2021 31,634,000 31,634,000 - 31/12/2026 3.75% 6,590 - TOTAL 847,120,824 895,922,427 61,018,877 60,294,532 (a) Calificated under current at December 31st, 2021 (b) Loan granted in US dollars. The initial amount was US$5 (c) Calificated under current at December 31st, 2020 (d) Remuneration consists of an annual percentage on the average balance of the loan, based on the net profit before taxes obtained by the Company. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 81 19.2 Loans to Gestamp Group employees Loans to Gestamp Group employees correspond to loans granted to employees of different subsidiaries of the Gestamp Group for the purchase of shares of Acek Desarrollo y Gestión Industrial, S.L. amounting to 32,738 thousand euros. These loans are guaranteed by the constitution of a pledge on such actions. The main economic conditions of these loans are an interest rate equal to the legal rate of the currency in force for each year, and its duration is of six years from the date of the signing of the loans. 19.3 Current loans and interest receivable The Company recognized part of the current loans to and interest receivable from group companies in “Current investments in group companies and associates - Loans to companies”. The detail of this item at December 31, is as follows: ( €) 2021 20 20 Interest and other receivables from group companies 96,866,975 108,679,988 Current loans receivable from group companies 467,433,175 306,449,093 564,300,150 415,129,081 a) Current interest receivable The breakdown of current interest receivable from group companies is as follows: ( €) 2021 2020 Interest on non-current loans 61,018,877 60,294,532 Interest on current loans 18,226,087 23,738,410 Interest on intragroup current account and other 17,622,011 24,647,046 96,866,975 108,679,988 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 82 b) Current loans to group companies The breakdown of current loans to group companies at December 31, 2021 and 2020 is as follows: Loan Type Grant date Initial amount in euros or limit of the facility Outstanding balance at 31/12/2021 (€) Outstanding balance at 31/12/2020 (€) Maturity Interest rate 2021 Accrued interest receivable, 2021 Accrued interest receivable, 2020 Gestamp Hungría, Kft Credit Line 2004 25,000,000 9,248,128 9,248,128 23/09/2022 2.50% 244,374 244,589 Financial Loan 2007 - 11,603,823 11,105,540 26/09/2022 6.18% Edscha Holding GmbH Credit Line 2017 9000000 9,000,000 (a) - 04/09/2022 2.00% 178,500 80,000 Financial Loan 2017 8,000,000 8,000,000 8,000,000 31/12/2022 1.50% Gestamp Hardtech AB Financial Loan 2009 - 11,186 (c) 75,256 05/02/2022 6.20% 170,947 159,427 Financial Loan 2009 - 2,708,259 (c) 2,454,000 26/03/2022 6.20% Gestamp Vigo, S.A. Financial Loan 2005 4,783,381 4,783,381 4,783,381 31/12/2022 4.00% 157,134 126,052 Gestamp Servicios, S.A. Financial Loan 2007 52,500,000 52,500,000 52,500,000 31/12/2022 1.50% 646,734 3,175,160 Gestamp Solblank Barcelona, S.A. Financial Loan 2004 3,425,493 - (d) 3,425,493 31/12/2021 1.50% 42,198 91,679 Gestión Global Matricería, S.L. Financial Loan 2019 8,400,000 8,400,000 8,400,000 28/06/2022 1.00% 644,760 452,831 Financial Loan 2017 13,000,000 13,000,000 13,000,000 13/12/2022 1.00% Gestamp Córdoba, S.A. Financial Loan 2017 1,156,852 (e) 31/12/2018 - 530,256 530,256 Gestamp Griwe Financial Loan 2013 1,218,463 1,218,463 (a) - 31/12/2022 1.75% 887,144 88,271 Financial Loan 2017 40,000,000 40,000,000 (a) - 26/12/2022 2.00% Financial Loan 2011 3,585,000 3,585,000 3,585,000 30/03/2022 1.50% Gestamp Wroclaw Sp.z.o.o. Financial Loan 2016 4,500,000 4,500,000 4,500,000 01/09/2022 1.50% 22,688 22,688 Gestamp Sweden, AB Financial Loan 2011 13,145,000 13,145,000 13,145,000 30/03/2022 1.50% 255,713 4,353,918 Financial Loan 2010 12,013,425 9,090,925 9,090,925 30/03/2022 1.50% Gestamp Beyçelik Romania, SRL Financial Loan 2017 370,000 370,000 370,000 31/01/2022 1.00% 25,603 440,809 Credit Line 2017 26,000,000 - (b) 17,870,658 30/04/2025 - Gestamp Tallent, Ltd. Financial Loan 2013 100,000,000 17,395,962 17,395,962 30/06/2022 1.00% 2,112,063 1,935,687 Gestamp Palencia, S.A. Financial Loan 2004 88,698,078 28,698,078 28,698,078 31/12/2022 1.50% 858,593 1,836,684 Financial Loan 2005 41,000,000 41,000,000 41,000,000 31/12/2022 1.50% Gestamp Cerveira, Lda. Financial Loan 2003 1,803,036 - (b) 1,803,036 31/12/2023 - 9,128,789 7,887,995 Financial Loan 2014 40,000,000 38,734,596 38,734,596 31/12/2022 3.25% Tuyauto Gestamp Morocco, S.A. Credit Line 2020 10,000,000 10,000,000 6,500,000 28/12/2022 1.00% 149,819 32,248 Credit Line 2019 2,089,240 2,089,240 2,089,240 27/11/2022 1.00% Loire S.A.F.E. Financial Loan 2013 132,689 132,689 ( a) - 31/12/2022 1.75% 2,322 - Gestamp Autotech Japan, K.K Financial Loan 2018 2,500,000 2,500,000 2,500,000 15/01/2022 1.00% 98,889 73,889 Gestamp Severstal Vsevolozhsk LLC. Financial Loan 2016 14,975,330 13,777,456 (a) - 30/03/2022 3.20% 339,232 - GMF Holding GMBH Financial Loan 2013 85,076,590 85,076,590 (a) - 31/12/2022 1.75% 1,488,840 - Gestamp Etem Automotive Bulgaria, S.A. Credit Line 2020 8,500,000 8,500,000 4,000,000 23/04/2022 1.50% 115,854 17,556 Gestamp Linares, S.A. Financial Loan 2005 2,174,800 2,174,800 2,174,800 31/12/2022 4.00% 71,442 57,310 Edscha Automotive SLP, S.A.P.I de C.V. Financial Loan 2021 - 8,139,599 - 10/12/2022 6.50% 30,863 Beyçelik Gestamp Sasi Otomotiv Credit Line 2021 3,000,000 500,000 - 15/12/2022 1.50% 375 - Beyçelik Gestamp Otomotiv Sanayi Credit Line 2021 17,000,000 12,550,000 - 15/12/2022 1.50% 9,413 - Etem Gestamp Alumium Extrusions, S.A. Financial Loan 2021 5,000,000 5,000,000 - 22/10/2022 1.50% 13,542 - TOTAL 467,433,175 306,449,093 18,226,087 23,738,410 (a) Calificated under not-current at Decenber 31st, 2020 (b) Calificated under not-current at Decenber 31st, 2021 (c) Loan granted in Mexican Pesos. The initial amount was 190.000.000 MXN (d) Canceled in 2021 (e) Canceled in 2018 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 83 19.4 Payables to group companies ( €) 2021 2020 Non-current Non-current guarantees received 293,470 293,470 Loans payable to group companies (Note 14) 19,359,969 519,318,868 - - Current - - Loans payable to group companies 81,783,563 68,575,148 Payables from current accounts 1,348,717,222 1,335,910,214 Interest payable 2,847,955 880,519 1,453,002,179 1,924,978,219 The breakdown of this item at December 31, 2021 and 2020 is as follows: Non-current loans Company granting the loan Loan type Gran t date Initial amount in euros or credit limit Amount outstanding at 12/31/2021 (€) Amount outstanding at 12/31/2020 (€) Maturity Interes t rate 2021 Gestamp Funding Luxembourg, S.A. Financial Loan 2013 500,000,000 - (a) 494,163,398 45,061 - Acek Desarrollo y Gestión Industrial, S.L. Financial Loan 2013 31,060,000 19,359,969 0 20,702,891 31/03/2032 6.60% Gestamp 2008; S.L Financial Loan 2017 4,452,579 - (b) 4,452,579 22/12/2022 - 535,512,579 19,359,969 519,318,868 (a) Canceled in 2021 (b) Calificated under current at December 31st, 2021 Loans with Gestamp Funding Luxembourg, S.A. are related to the bond issue described in Note 14.1. The loan with Acek Desarrollo y Gestión Industrial, S.L. is related to the acquisition of the GESTAMP trademark described in Note 5.1. Current loans The breakdown of current loans to group companies at December 31, 2021 and 2020 is as follows: Company granting the loan Loan type Grant date Initial amount in euros or credit limit Amount outstanding at 12/31/2021 (€) Amount outstanding at 12/31/2020 (€) Maturity Interest rate 2021 Gestamp 2008, S.L. Préstamo financiero 2010 6,000,000 2,966,000 2,966,000 23/12/2022 4% Préstamo financiero 2017 - 4,452,579 - (b) 22/12/2022 4% Acek Desarrollo G. I. S.L. Préstamo financiero 2013 - 1,342,921 2,443,085 (a) Ver largo plazo 6.60% Gestamp Polska, Sp.z.o.o. Línea de crédito 2004 138,181,935 73,022,063 63,166,063 01/12/2022 - 144,181,935 81,783,563 68,575,148 (a) Classified partially under non-current and under current (b) Calificated under not-current at December 31st, 2020 Intragroup current accounts The Company recognized current accounts held with group companies related to the Gestamp Automoción Group's funding system under “Current investments in group companies and associates - Other financial assets”. In 2021, these current accounts earned nominal annual interest of 1.5% for these whose currency is EUR and 2% if the currency is USD (2020: 1% for these whose currency is EUR and 4.005% if the currency is USD). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 84 19.5 Directors and senior management On 2021 directors remunerations have been accrued by the amount of € 2,692 thousand, as follows: Director Retribution (000€) Non - Executives Mr. Alberto Rodríguez Fraile 110.00 Mrs. Ana García Fau 106.50 Mr. Cesar Cernuda 97.33 Mr. Pedro Sainz de Baranda 95.00 Mr. Javier Rodríguez Pellitero 98.50 Mrs. Concepción Rivero Bermejo 88.67 Mr. Juan María Riberas Mera 95.00 Mr. Gonzalo Urquijo Fernández de Araoz 95.00 Mr. Tomofumi Osaki 20.00 Mr. Norimichi Hatayama 80.00 Mrs. Chisato Eiki 68.67 Mrs. Loreto Ordoñez 60.89 TOTAL 1,015.56 Executives Mr. Francisco José Riberas Mera 1,025.81 Mr. Francisco López Peña 650.59 TOTAL 1,676.40 TOTAL 2,691.96 Mrs. Chisato Eiki and Mrs. Loreto Ordóñez were appointed members of the Company's Board of Directors on April 1st, 2021 and May 6 th 2021 respectively. Likewise, at December 31 st 2021 the loans granted amounted to 3,525 thousand euros (3,422 thousand euros at December 31 st , 2020). Were granted in 2016 for the purchase of shares of the Parent Company to ACEK Desarrollo y Gestión Industrial, S.L On 2020 directors remunerations have been accrued by the amount of € 3,090 thousand, as follows: Director Retribution (000€) Non - Executives Mr. Alberto Rodríguez Fraile 93.50 Mr. Katsutoshi Yokoi () 20.00 Mrs. Concepcion del Rivero Bermejo 68.00 Mr. Gonzalo Urquijo Fernández de Araoz 80.75 Mr. Pedro Sainz de Baranda 80.75 Mr. Javier Rodríguez Pellitero 93.50 Mrs. Ana García Fau 80.75 Mr. Juan María Riberas Mera 80.75 Mr. Tomofumi Osaki 50.81 Mr. Cesar Cernuda 68.00 Mr. Shinichi Hori () 20.00 Mr. Norimichi Hatayama 50.81 TOTAL 787.62 Executives Mr. Francisco José Riberas Mera 578.65 Mr. Francisco López Peña 1,723.68 TOTAL 2,302.33 TOTAL 3,089.95 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 85 () Mr. Katsutoshi Yokoi and Mr. Shinichi Hori left the Board of Directors with effect March 31st, 2020. Mr. Norimichi Hatayama and Mr. Tomofumi Osaki were appointed members of the Company's Board of Directors on April 1st, 2020. The Company considers as senior management personnel who discharge duties related to the Grouping's general objectives, such as business planning, management and control, autonomously and with full responsibility, limited solely by the criteria and instructions of the Company’s legal owners or the governing and management bodies that represent them. The Company does not have any employee on staff considered to be a senior executive in accordance with this definition. 19.6 Information on compliance with Section 229 of the Corporate Enterprises Act (Ley de Sociedades de Capital) According to the articles 229 and 231 of the Spanish Corporate Enterprises Act and with the aim of reinforcing the transparency of capital companies, the joint administrators of the Parent Company and their representative natural persons have reported they have no situations of conflict with the interest of the Parent Company or the Group. Additionally, Mr. Juan María Riberas Mera as board member of the Parent Company, has reported that they are shareholders and board members of ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and several subsidiaries of the ACEK Desarrollo y Gestión Industrial Group. ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L is the parent company of an industrial group that developed, through the following subgroups, the activities mentioned below: - GESTAMP AUTOMOCIÓN GROUP: engaged in manufacturing and sale of metal parts and components for the automotive industry. - GONVARRI GROUP: engaged in manufacturing, processing and sale of metal products, including structures for renewable energy such as wind turbines, photovoltaic plants and infrastructure elements of solar thermal power plants. - ACEK ENERGÍAS RENOVABLES GROUP: dedicated to the development, construction and operation of plants generating renewable energy including solar, wind and biomass. - INMOBILIARIA ACEK GROUP: engaged in real estate activities. By other hand, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L holds a direct and indirect investment of 15.69 % in the company Cie Automotive, S.A., of which Juan María Riberas Mera is also directors. 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. ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. holds a direct investment of 50.00% in the company Sideacero, S.L. Sideracero, S.L. is the parent company of an industrial group which in engaged in, among other things, import, export, purchase and sale of ferrous, non-ferrous products, steel materials and recovery materials. In the case of Global Dominion Access, S.A., a company in which Acek, Desarrollo y Gestión Industrial, S.L.owns a direct and indirect participation of 14.299%. Global Dominion Access, S.A. is the head company of a group that develops the activity of telecommunications services and specialized engineering solutions. Company of which Mr. Juan María Riberas Mera is a director. GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 86 Mr Francisco José Riberas Mera, as board member of the Parent Company, has reported that they are shareholders and board members of ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and several subsidiaries of the ACEK Desarrollo y Gestión Industrial Group. ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L is the parent company of an industrial group that developed, through the following subgroups, the activities mentioned below: - GESTAMP AUTOMOCIÓN GROUP: engaged in manufacturing and sale of metal parts and components for the automotive industry. - GONVARRI GROUP: engaged in manufacturing, processing and sale of metal products, including structures for renewable energy such as wind turbines, photovoltaic plants and infrastructure elements of solar thermal power plants. - ACEK ENERGÍAS RENOVABLES GROUP: dedicated to the development, construction and operation of plants generating renewable energy including solar, wind and biomass. - INMOBILIARIA ACEK GROUP: engaged in real estate activities. By other hand, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L holds a direct and indirect investment of 15.69 % in the company 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. ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. holds a direct investment of 50.00% in the company Sideacero, S.L. Sideracero, S.L. is the parent company of an industrial group which in engaged in, among other things, import, export, purchase and sale of ferrous, non-ferrous products, steel materials and recovery materials. In the case of General de Alquiler de Maquinaria, S.A., a company in which Mr.Francisco José Riberas Mera indirectly owns, through the company Orilla Asset Management of 43.235% . General de Alquiler de Maquinaria, S.A. is the head company of a group that develops activities of sale and rental of all kinds of agricultural and industrial machinery. 20. NATURE AND EXTENT OF RISKS ARISING FROM FINANCIAL INSTRUMENTS Financial risk management In managing risk, the Company takes an accounting view that enables it to assess the status and trends of the various situations of risks. 20.1 Financial risk factors In compliance with prevailing accounting standards, the Company discloses the financial risks to which its business is exposed, which are basically:  Market risk  Foreign currency risk  Interest rate risk GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 87  Liquidity risk Foreign currency risk Fluctuations in the exchange rates of currencies in which a given transaction is carried out against the accounting currency can have a negative or positive effect on profit or loss for the year, specifically impacting the financial management of borrowings. The Company operates primarily in the following currencies:  Euro  US dollars  Swedish krona  Hungarian forints  Pound sterling To manage currency risk, the Company uses a series of financial instruments that provide it with a certain degree of flexibility. These instruments are basically: A. Forward purchases and sales of currencies: This establishes a known fixed rate of exchange at a specific date, which may also be adjusted over time to adapt and apply to cash flows. B. Other instruments: Other derivative financial hedging instruments may be used, such as those that lock in a maximum and minimum exchange rate (collars or tunnels) at a specific settlement date. The following table presents, in euros, the sensitivity of profit and loss and equity to changes in the exchange rates of the currencies in which the Company operates against the euro. The sensitive of profit and loss to changes in exchange rates is as follows (in euros): 2021 IMPACT ON PROFIT OR LOSS Currency - 5% Change +5% Change BRL (518,023) 518,023 CNY 50 (50) GBP (3,432,588) 3,432,588 HUF (1,289,170) 1,289,170 INR 14 (14) JPY (1) 1 MAD - - MXN (406,980) 406,980 PLN 432 (432) ROL - - SEK 1,023,178 (1,023,178) TRY (23,549) 23,549 USD 4,905,386 (4,905,386) Effect in absolute values 258,749 (258,749) GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 88 2020 IMPACT ON PROFIT OR LOSS Currency +5% change - 5% change CNY 45 (45) GBP (4,598,022) 4,598,022 HUF (986,320) 986,320 INR (1,674,588) 1,674,588 JPY (1) 1 MAD (0) 0 PLN 434 (434) ROL 8 (8) SEK (384,151) 384,151 TRY (86,599) 86,599 USD 8,647,781 (8,647,781) Effect in absolute values 918,587 (918,587) Interest rate risk Regarding floating rate borrowings, the Company is exposed to the risk that its cash flows will be affected by changes in market interest rates. The Company mitigates its interest rate risk using interest rate derivatives, mainly arranging interest rate swaps though which it converts the reference variable interest rate of a loan into a fixed reference, covering either the entire amount or part of the amount of the loan, and affecting either the entire life or part of the life of the loan. Virtually all debt is issued at variable rates and indexed to the Euribor rate. With all other variables held constant, a 5% higher or lower interest rate in 2021 on the Company’s borrowings would result in a higher or lower net financial result of € 3,412 thousand (2019: € 4,377 thousand). Liquidity risk Liquidity risk is defined as the risk that a company may not be able to meet 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. At 31 December 2021, the undrawn long-term credit lines amounted to € 859,506 million (2020: €1,485.7 million). GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 89 21. OTHER INFORMATION 21.1 Structure of personnel The number of employees by professional category is as follows: Number of employees at the end of the year Average number of employees in the year Men Women Total 2021 Senior executives - - - - Administrative staff 17 13 30 28 Others 1 1 2 2 18 14 32 30 Number of employees at the end of the year Average number of employees in the year Men Women Total 2020 Senior executives - - - - Administrative staff 9 10 19 19 Others 3 2 5 5 12 12 24 24 21.2 Audit fees Audit fees accrued for services rendered by the statutory auditor are as follows: ( €) 2021 2020 Fees for the audit of separate and consolidated financial statements Services required by the regulations 681,525 5,000 423,842 Other services - 29,421 686,525 453,263 Additionnally, the fees received during the year for the services provided by other companies that are part of the same international network of the auditor amounts 5,000 euros. 22. DISCLOSURES ON DEFERRED PAYMENTS TO SUPPLIERS IN COMMERCIAL TRANSACTIONS The information on average supplier payment period is as follows: 2021 2020 (Days) Average supplier payment period 52 36 Ratio of transactions paid 52 36 Ratio of transactions outstanding 39 37 ( €) Total payments made 25,889,479 5,547,994 Total payments outstanding 289,353 43,811 GESTAMP AUTOMOCIÓN, S.A. Notes to the financial statements for the year ended December 31, 2021 90 23. EVENTS AFTER THE REPORTING PERIOD There is no significant subsequent events at December 31 st , 2021. Additional note for English Translation These Financial Statements were originally prepared in Spanish. In the event of a discrepancy, the Spanish-language version prevails. Management Discussion and Analysis of the Financial Condition and Results of Operations for the Twelve Months Period ended December 31 st , 2021 Gestamp Automoción, S.A. 28 February 2022 MANAGEMENT REPORT 2021 2 Present in over 20 countries, Gestamp is a multinational company specialising in the design, development and manufacture of highly engineered metal components for the automotive industry. At Gestamp, we have always been committed to design and innovation, manufacturing products to achieve safer and lighter vehicles so as to contribute to more sustainable mobility. Since its creation, Gestamp has gone from being a small local stamping supplier to a global company, present in the main automobile manufacturing hubs. Thus, Gestamp has become an important supplier in the automotive components sector with sufficient critical mass to meet the needs of its customers, basing its strategy on globalisation, technological development, financial solvency and operational excellence. At Gestamp, we work with the long term in mind, so that both our products and our activity are sustainable. Sustainability is part of the company's DNA. As a family-owned company, we want to bring value to our stakeholders on the basis of long- lasting and trusting relationships. In addition, with our products, we contribute to cleaner and more environmentally responsible mobility by reducing the weight of vehicle components, among other things. With the aim of long-term stability, here at Gestamp we try to keep our values and corporate culture alive, facing the future based on innovation, competitiveness and sustainability. Our Vision: To be the automotive supplier that is most renowned for its ability to adapt business to creating value for the customer, while maintaining sustainable economic and social development. Corporate principles: 1. The customer as the focus of the business 2. Operational excellence as standard practice 3. Innovation as the path to progress 4. Sustainability as a key to long-term stability 5. People as makers of success MANAGEMENT REPORT 2021 3 Solid business track record Since its creation, Gestamp has gone from being a small local stamping supplier to a global company, present in the main automobile manufacturing hubs. Gestamp bases its strategy on leadership, globalisation, technological development, financial solvency and operational excellence. Where we work 113 plants / 24 countries / 13 R&D Centres MANAGEMENT REPORT 2021 4 Operational excellence defines the way Gestamp works. Both Gestamp's products and activities are the result of high-quality work, efficiency and effectiveness. In the search for lighter, safer and more sustainable products for its customers, Gestamp is committed to innovation as a driving force to develop solutions that help in the transition towards cleaner mobility, better for people, and to help address the challenges of the sector. At Gestamp, we have always accompanied our customers, offering them innovative solutions. Over our 20+ years of history, we have evolved technologically from a company specialising in cold stamping to a multi-technological company, continually striving to add new technologies to our manufacturing processes, in addition to developing traditional techniques. We currently offer a wide range of technologies for the transformation of metal parts, so that we can work with diverse formats and materials. Our production processes span the entire value chain, from in-house die and press manufacturing capabilities to finishing technologies, as well as a wide range of forming, mounting and assembly technologies. Gestamp is a leader in hot stamping technology, with around 100 lines all over the world. This technology makes it possible to manufacture safer and lighter metal components. This, in turn, reduces the overall weight of the vehicle, reducing CO2 emissions. By weighing less, these components reduce the overall weight of the vehicle, with all that this entails in terms of reducing the energy consumption and lowering the energy. At Gestamp, we have a wide range of products and many of them are essential for the structural integrity of vehicles. Gestamp’s activities encompass all the processes in manufacturing parts, from the creation of presses and dies to the manufacturing and finishing of the product. Organisational structure Our organisational model is fundamentally structured in business units that focus on business development, product, process and strategic projects, while our geographic divisions are focused on the launch of industrial projects and the efficient management of production capacities, where each production plant is an economic hub. MANAGEMENT REPORT 2021 5 Macroeconomic Context and Sector Evolution As reported in the January World Economic Outlook (WEO) update, global economic growth reached 5.9% in 2021. Growth was driven by a combination of the fiscal stimulus packages implemented by most advanced economies and the positive results of the vaccination campaign against the COVID-19. However, the global economy has entered 2022 in a weaker position due to the spread of new COVID variants bringing back mobility restrictions. In addition, rising energy prices and supply disruptions have resulted in higher and more broad-based inflation worldwide. The International Monetary Fund (IMF) now expects global GDP growth of 4.4% in 2022, 0.5% lower than the October 2021 WEO projections. In addition to the negative impact of the negative COVID-19 outbreak, the auto sector has also been heavily impacted by the semiconductors shortage during 2021, particularly during Q3. According to IHS update as of February 2022 volumes grew by 3.1% in Gestamp’s footprint during 2021 reaching 70.2m units which stands 10.5m units below pre-pandemic levels (2019). Once again, Gestamp has outperformed the market reaching revenue growth on a constant currency basis of 11.2% percentage points (in Gestamp’s footprint – IHS data as of February 2022) or a 11.8 percentage points outperformance on a weighted basis. Once more, Gestamp has outperformed the auto market in all the regions in which it is present. During 2021, South America (Mercosur) and Asia were the two regions showing the strongest production growth (+16.0% and +5.3%, respectively) followed by North America (NAFTA) (+2.5%), while both Western and Eastern Europe saw volumes’ declines in production (-7.2% and -0.3%, respectively) (in Gestamp’s footprint according to IHS as of February 2022) mainly due to the impact from semiconductors shortage. According to IHS (as of February 2022), global light vehicle production is expected to increase by 9.4% in 2022 and by 7.9% in 2023 across Gestamp’s production footprint, recovering the production lost in 2021 due to the semiconductors shortage. Accordingly by the end of 2022, market production volumes should still be 3.9m below those 2019’s. According to IHS, the semiconductors shortage crisis is expected to start stabilizing during the first half of the year, although it should still have an impact in that period, and to enter in a recovery phase during the second half of 2022. Beyond this, the pandemic has further pushed electric vehicles’ (EV) growth as more strict regulations, purchase subsidies and tax incentives have started to be implemented in most advance economies, particularly in Europe. According to the European Green Deal by 2030 carmakers must reduce emissions of new cars by 55%, rising to 100% in 2035. In this context, EV are expected to grow strongly over the coming years and major OEMs are already making sizeable investments towards developing their EV platforms. Gestamp is well positioned to take advantage of the powertrain transition given our focus on lightweight solutions and new products for EVs such as the battery box. MANAGEMENT REPORT 2021 6 Financial Results Overview In this environment, the Company, on an individual level, continues to carry out its financial and advisory activity in favor of the group, materializing the growth of the group in new acquisitions and financing new investments by granting loans and taking shares, by attracting financing in the financial agents which it operates with. During the 2021 financial year, the profit before taxes amounts to (34,623 thousand euros ((57,381 thousand euros in 2020). The increase in the result is mainly due to a increase in income from dividends of investees of 48,819 thousand euros, as well as the decrease in the item of impairment losses of financial instruments in 20,895 thousand euros, amounting 32,506 thousand euros. At the end of the 2021 financial year, the Company maintains a positive working capital of 720 million euros (1,307 million euros in 2020). Additionally, Gestamp has a Revolving Credit Facility of 325 million euros, maturing in 2023. There is no amount drawn down at December 31 st , 2021 (fully drawn down on 31 December 2020) as well as 426 million euros in credit lines (503 million euros at December 31 st , 2020). These credit lines are generally renewed every year, they have no guarantee and have standard clauses. Non- financial information The company Includes information of a non-financial nature, in the Management Report of the consolidated group financial statements. MANAGEMENT REPORT 2021 7 Stock Exchange Evolution On April 7 th , 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. As of December 31 st of 2021, 72.966% of the share capital was controlled (directly and indirectly) by Acek Desarrollo y Gestión Industrial S.L. (the Riberas Family industrial holding), being 60.441% owned by Acek and 12.525% by Mitsui. Gestamp’s total Free Float amounted to 27.034% as of December 2021 (including shares held by the Board of Directors and Gestamp own shares that JB Capital Markets operates under the liquidity contract). See below for Gestamp´s share price evolution since January 1 st , 2021: Source: Bloomberg as of December 31st, 2021 As of December 31 st , 2021, Gestamp’s shares have increased by 12.8% since the 31 st of December 2020, implying a market capitalization of €2,561 million at the end of the year. Total volume traded during 2021 stood at 131.1 million shares or €538.9 million. The shares reached its maximum level for the year on June 7 th , (€4.95) and its minimum level on October 4 th , 2021 (€3.27). During 2021, the average share price stood at €4.15. Gestamp’s Daily Share Price Evolution vs. Ibex 35 and vs. STOXX Autos & Parts MANAGEMENT REPORT 2021 8 The most relevant information regarding the stock’s evolution in 2021 and 2020 is shown in the table below: (€) 2020 2021 Total Number of Shares 575,514,360 575,514,360 Share Price at year end 3.95 4.45 Market Cap. at year end (in Thousands) 2,271 2,561 Maximum Price 4.25 4.95 Date of Max. Price 02/01/2020 07/06/2021 Minimum Price 1.99 3.27 Date of Min. Price 30/07/2020 04/10/2021 Average Price 2.76 4.15 Total Volume (in Shares) 232,547,384 131,070,639 Average of Daily Volume Traded (in Shares) 904,853 511,995 Total Turnover (in Millions) 638.16 538.88 Average of Turnover Traded (in Thousands) 2,483.11 2,105.00 Data as of December 31 st , 2021. Source: Bloomberg & BME (Bolsas y Mercados Españoles) Operations with 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. Treasury shares as of December 2021, 31 st represented 0.12% of the Parent Company's share capital (0.07% as of 31 st December 2020) and comprised 676,492 shares (380,048 shares as of 31 st December 2020) at an average acquisition price of 4.01 euros per share (3.55 euros as of 31 December 2020). The movements in 2021 and 2020 were as follows: Number of own shares Thousands of euros Balance at December 31, 2019 688,549 2,872 Increases/Purchases 12,011,344 32,885 Decreases/Sales (12,319,845) (34,408) Balance at December 31, 2020 380,048 1,349 Increases/Purchases 7,670,599 31,796 Decreases/Sales (7,374,155) (30,429) Balance at December 31, 2021 676,492 2,716 MANAGEMENT REPORT 2021 9 The sale price of the treasury shares during 2021 detailed in the previous table amounted to 30,795 thousand euros (33,758 thousand euros as of 31 st December 2020), generating a positive result of 366 thousand euros (negative result of 650 thousand euros as of 31 st December 2020). The total result amounting to 366 thousand euros (-650 thousand euros as of 31 st December 2020) was recognized under Unrestricted Reserves. Bonds and Credit Ratings 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 20 th , 2016. On May 25 th , 2021 the Company early redeemed at par value the €500 million, 3.50% senior secured notes due 2023. On April 20 th , 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 30 th , 2026. As of December 31 st , 2021 Gestamp’s corporate credit rating was “BB- / Stable outlook” by Standard & Poor’s and “Ba3 / Stable outlook” by Moody’s. On July 16 th , 2021, Moody’s upgraded Gestamp’s credit rating from “B1” to “Ba3”; outlook was changed from “Positive to “Stable”. Standard & Poor’s confirmed the “BB- / Stable outlook” on September 6 th , 2021. Corporate Credit Ratings Current Rating Outlook Last Review Standard & Poor’s BB- Stable 06/09/2021 Moody’s Ba3 Stable 16/07/2021 Senior Secured Notes Current Rating Outlook Last Review Standard & Poor’s BB Stable 06/09/2021 Moody’s Ba3 Stable 16/07/2021 MANAGEMENT REPORT 2021 10 Dividend Policy In 2018, the Board of Directors of Gestamp approved a dividend policy. Gestamp decided to distribute on an annual basis a total dividend equivalent to approximately 30% of the consolidated net profit for each year, but in two payments, anticipating part of the payment via an interim dividend: 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. Due to the negative balance of the net result in 2020 and in line with our dividend policy, there was no dividend distribution in 2021 against the 2020 financial results. In December 2021, the Board of Directors approved the distribution of an interim cash dividend in January 2022 against 2021 financial results. The payment took place on January 12 th , 2022 for a gross amount of 0.038 euros per share. Average Period for Payment to Suppliers 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 2021 with commercial suppliers in Spain have included periods of payment equal to or less than 60 days in 2021 and in 2020, 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 2021 and 2020, 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 2021 and 2020 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 st , 2021 and 2020 there were no outstanding amounts to suppliers located in Spanish territory that exceeded the legal term of payment. MANAGEMENT REPORT 2021 11 Risk management Risk management is one of the essential elements that have always formed an integral part of our philosophy and culture. In order to effectively deal with uncertainty and to reasonably and effectively manage the risks to which Gestamp is exposed and the opportunities associated with them, the Group has a Risk Management Policy and an Integrated Risk Management System (IRMS) approved by the Board of Directors. Risk management is thus an intrinsic element of the Group's decision-making processes, both in terms of the governing and management bodies and in operational management in the various countries where it conducts its business. Integrated Risk Management System Gestamp's IRMS is based on the methodological standard "Enterprise Risk Management - Integrating with Strategy and Performance" published by the Committee of Sponsoring Organisations of the Treadway Commission on Risk Management (known as COSO ERM) and on the best practices of corporate risk management set out in the ISO 31000 standard). We have also 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. Gestamp has a risk management policy approved by the Board of Directors that applies to all companies, activities, processes, projects and business lines making up the Group and to all geographical areas where it conducts its business. This policy states:  The different financial and non-financial risk categories (operational, strategic, financial, compliance and reporting)  The basic principles, guidelines and general framework of action to be observed in the control and management of risks.  The bodies responsible for ensuring the proper functioning of the internal risk control and management systems, together with their roles and responsibilities.  The level of risk considered acceptable. The Integrated Risk Management System enables us to identify, assess, prioritise and respond to potential contingencies that, should they arise, could affect the accomplishment of the Group’s strategy and objectives. MANAGEMENT REPORT 2021 12 Although the Integrated Risk Management System is a process that affects and involves all of the Group’s personnel, those entrusted with safeguarding its smooth operation and its main functions are the following: • The risk owners responsible for identifying, assessing and monitoring risks that jeopardise the achievement of their goals. • The Risk Committees (Executive and Operational), which ensure that the risks remain in line with the level of risk established as acceptable and report to the Audit Committee. • The Board of Directors and the Audit Committee in their responsibility to establish the acceptable level of risk, and to regularly monitor internal information and control systems to ensure that they are consistent with the Group's strategy. • The Internal Audit and Risk Management Department, which supports the Audit Committee and coordinates the risk identification and assessment processes, as well as the Risk Committees. Each year the following activities are conducted: • Review and approval of the risk assessment scales (impact, likelihood of occurrence and effectiveness of controls). • Update of the Corporate Risk Map from a residual perspective, i.e., considering the controls that Gestamp has already implemented to mitigate the possible effects of these risks. • Monitoring the indicators defined for measuring the risks. • The implementation and monitoring of action plans required to keep risks within acceptable risk levels. R&D activities The Company, individually, has not performed any R&D activity in the current year. Subsequent events There are no significant subsequent events at December 31, 2021. 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. 1 MODEL ANNEX I END OF REPORTING PERIOD 31/12/2021 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES IDENTIFICATION DETAILS OF THE ISSUER Tax Identification Code A48943864 Registered Name: GESTAMP AUTOMOCIÓN, S.A. Registered Address: Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia 2 OWNERSHIP STRUCTURE A.1 Complete the following table about the company’s share capital and voting rights allocated, including, as applicable, those related to loyalty shares, at year-end: Indicate whether the company’s articles of association contain any provision on loyalty-based dual voting: No ☒ Yes Date of meeting approval dd/mm/yyyy Minimum term of uninterrupted ownership demanded under the articles of association Indicate whether the company has allocated any loyalty-based voting rights: No ☒ Yes Date of the last share capital amendment Share capital Number of shares Number of voting rights (excluding additional loyalty- based voting rights) Number of additional voting rights allocated in relation to loyalty shares Total number of voting rights, including additional loyalty-based voting rights 03 March 2017 287,757,180 575,514,360 0 0 575,514,360 Number of shares recorded in the special logbook pending lapse of loyalty term Remarks State whether or not there are different classes of shares with different associated rights: Yes □ No ☒ Category Number of shares Nominal value per share Number of voting rights per share Different rights 0 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES A 3 Remarks A.2 Provide a breakdown of the direct and indirect holders of significant shareholdings as of the end of the financial year, including directors holding a significant shareholding: Individual or company name of the shareholder % voting rights attributed to the shares (including loyalty-based voting rights) % voting rights through financial instruments % total voting rights Out of the total number of voting rights attributed to the shares, indicate, as applicable, the additional allocated votes related to loyalty shares Direct Indirect Direct Indirect Direct Indirect Acek Desarrollo y Gestión Industrial, S.L. 22.87 50.10 0 0 72.97 0 0 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 (including loyalty-based voting rights) % voting rights through financial instruments % total voting rights Out of the total number of voting rights attributed to the shares, indicate, as applicable, the additional allocated votes related to loyalty shares Acek Desarrollo y Gestión Industrial, S.L. Gestamp 2020, S.L. 50.10 0 50.10 0 Remarks State the most significant changes in the shareholding structure that have occurred during the financial year: Most significant changes 4 A.3 Provide a breakdown, regardless of the percentage, of the year-end shareholding of the members of the Board of Directors holding voting rights attributed to the company’s shares or through financial instruments, excluding the directors identified in section A.2 above: Individual or company name of director % voting rights attributed to the shares (including loyalty-based voting rights) % voting rights through financial instruments % total voting rights Out of the total % of voting rights attributed to the shares, indicate, as applicable, the % of additional allocated votes related to loyalty shares Direct Indirect Direct Indirect Direct Indirect Mr. Francisco López Peña 0.14 - - - 0.14 - - Mr. Javier Rodríguez Pellitero 0.00 - - - 0.00 - - Mr. Alberto Rodríguez-Fraile Díaz 0.01 - - - 0.01 - - Mr. Pedro Sainz de Baranda Riva 0.02 - - - 0.02 - - Mr. César Cernuda Rego 0.00 - - - 0.00 - - Total 0.17 0.17 Total % of voting rights owned by members of the Board of Directors 0.17 Remarks Mr. Javier Rodríguez Pellitero and Mr. César Cernuda Rego have a direct 0.003% and 0.004% shareholding, respectively, which totals 0.177% together with the shareholdings of the rest of the directors. Details of the indirect shareholding: Individual or company name of director Name or company name of the direct holder % voting rights attributed to the shares (including loyalty- based voting rights) % voting rights through financial instruments % total voting rights Out of the total % of voting rights attributed to the shares, indicate, as applicable, the % of additional allocated votes related to loyalty shares - - - - - - Remarks 5 Provide a breakdown of the total percentage of voting rights represented in the board: Total % of voting rights represented in the board of directors 73.14% 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 Industrial, S.L. Gestamp Automoción, S.A. Contractual Commercial Corporate Gestamp Automoción, S.A. (hereinafter referred to as the "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 its significant shareholder or companies belonging to its group. Although those relationships arise from the ordinary course of business under market conditions, they are detailed in section D of this report for the sake of full transparency. 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 6 their representatives, in companies which hold significant shareholdings in the listed company or in group entities of these significant shareholders. Individual or company name of the related director or representative Individual or company name of related significant shareholder Company name of the group company of the significant shareholder Description of relationship / position Mr Francisco José Riberas Mera Acek Desarrollo y Gestión Industrial, S.L. Acek Desarrollo y Gestión Industrial, S.L. He has control of Orilla Asset Management, S.L., a company that, together with the company Ion Ion, S.L., controls the significant shareholder Acek Desarrollo y Gestión Industrial, S.L. He is the joint director of Acek Desarrollo y Gestión Industrial, S.L. and the group of companies led by the former as parent company (hereinafter, “Acek Group”). Mr. Juan María Riberas Mera Acek Desarrollo y Gestión Industrial, S.L. Acek Desarrollo y Gestión Industrial, S.L. He has control of Ion Ion S.L., a company that, together with the company Orilla Asset Management, S.L., controls the significant shareholder Acek Desarrollo y Gestión Industrial, S.L. He is the joint director of Acek and director of companies in Acek Group. Mr. Francisco López Peña Acek Desarrollo y Gestión Industrial, S.L. Gestamp 2020, S.L. He is Director of Gestamp 2020, S.L. Mr. Norimichi Hatayama Acek Desarrollo y Gestión Industrial, Gestamp 2020, S.L. He is Director of Gestamp 2020, S.L. 7 S.L. Ms. Chisato Eiki Acek Desarrollo y Gestión Industrial, S.L. Gestamp 2020, S.L. She is Director of Gestamp 2020, 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: Yes ☒ No □ Participants in the private shareholders’ agreement % of share capital affected Brief description of the agreement Expiration date of the agreement, if any Acek Desarrollo y Gestión Industrial, S.L. 72.97 Private shareholders’ agreement signed on 23 December 2016 and reported by virtue of a Significant Event on 7 April 2017 (Record No. 250532). It regulates, among other aspects, corporate governance matters relating to the General Shareholders’ Meeting and the Board of Directors of both Gestamp 2020, S.L., and the Company, as well as the transmission regime of shares of the Company. For further information, see note included in Section H. - Mitsui & Co., Ltd Gestamp 2020, S.L. Mr. Francisco José Riberas Mera 72.97 Protocol formalised on 21 March 2017 and reported by virtue of a Significant Event on 7 April 2017 (Record No. 250503). It regulates certain aspects related to Acek Group’s ownership and management. In particular, the protocol regulates the procedure for deciding the direction of the vote of Acek Desarrollo y Gestión Industrial, S.L., with respect to the agreements adopted in the General Shareholders’ Meeting of the Company and of Gestamp 2020, S.L., the first refusal and tag along rights regarding shares of Acek Desarrollo y - Orilla Asset Management, S.L. Mr. Juan María Riberas Mera Ion-Ion, S.L. Acek Desarrollo y Gestión Industrial, S.L. 8 Gestión Industrial, S.L., and the regime to solve deadlock situations that could affect the Company. For further information, see note included in Section H. 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. has the control through a 75% interest in the capital of Gestamp 2020, S.L., which, in turn, owns 50.10% of the Company’s share capital and voting rights. Furthermore, Acek Desarrollo y Gestión Industrial, S.L. has a direct 22.87% interest in the Company’s share capital. Therefore, Acek Desarrollo y Gestión Industrial, S.L. controls 72.97% of the Company’s voting rights. The Riberas family has control of Acek Desarrollo y Gestión Industrial, S.L., given that it is the indirect holder of its entire share capital through the companies Orilla Asset Management, S.L. and Ion-Ion, S.L. At present, Mr. Francisco José Riberas has control of Orilla Asset Management, S.L. and Mr. Juan María Riberas has control of Ion-Ion, S.L. The management body of Acek Desarrollo y Gestión Industrial, S.L. comprises two joint directors: Orilla Asset Management, S.L. (represented by Mr. Francisco José Riberas) and Ion-Ion, S.L. (represented by Mr. Juan María Riberas). 9 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 676492 0 0.12 Remarks The number of treasury shares of the Company refers exclusively 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). () Through: 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 6 May 2021, agreed, under point thirteen of the agenda, to authorise the Company's Board of Directors to acquire treasury shares subject to the following conditions: – The acquisitions shall be undertaken by the Company itself or through subsidiary companies. – The acquisitions shall be undertaken through purchases, swaps, dation in payment or through any other legally valid transaction. – The maximum number of own shares shall not exceed that legally established. – The minimum price shall be the nominal value. – The maximum price shall be the market value on the date of the acquisition, increased by 10%. – The authorisation is granted for a maximum term of 5 years starting from the date the agreement is adopted. 10 A.11 Estimated free float: % Estimated free float: 26.74 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 or on voting rights. As stated in section A.7 of this Annual Corporate Governance Report, Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp, 2020, S.L., formalised an agreement on 23 December 2016, which governs, among other aspects, the system for transferring the shares of the Company, owned by Acek Desarrollo y Gestión Industrial, S.L. and Mitsui & Co., Ltd. (indirectly through Gestamp 2020, S.L.). This transfer regime could hinder a takeover of the Company by means of the acquisition of its shares on the market. For further information see the Significant Event of 7 April 2017 (Record No. 250532) and the note included in section H. Similarly, as stated in the aforementioned section Mr. Francisco José Riberas Mera, Orilla Asset Management, S.L., Mr. Juan María Riberas Mera, Ion Ion, S.L., and Acek Desarrollo y Gestión Industrial, S.L., formalised a protocol on 21 March 2017, which governs, among other aspects, the procedure for deciding the direction of the vote of Acek Desarrollo y Gestión Industrial, S.L. in the Company in relation to the resolutions to be adopted by the Company’s General Shareholders’ Meeting. This the procedure for deciding the direction of the vote could hinder the takeover of the Company by means of the acquisition of its shares on the market. For further information, see the Significant Event of 7 April 2017 (Record No. 250503) and the note included in section H. A.13 State whether or not the shareholders acting at a general shareholders’ meeting have approved the adoption of breakthrough measures in the event 11 of a takeover bid pursuant to the provisions of Law 6/2007. Yes □ No ☒ Explain the approved measures and the terms on which the restrictions will become ineffective. A.14 State whether or not the company has issued securities that are not traded on an EU regulated market. Yes ☒ No □ If applicable, specify the different classes of shares, if any, and the rights and obligations attached to each class of shares. The Company has issued promissory notes that are traded on the Alternative Fixed-Income Market (MARF). The Company also issued senior notes that are marketed in Euro MTF of the Luxembourg Stock Exchange. For further information relating to these debt instruments, go to the website of the markets referred to: http://www.bmerf.es/ and www.bourse.lu. 12 GENERAL SHAREHOLDERS' MEETING 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 Description of the differences B.2 State and, if applicable, describe any differences from the rules set out in the Companies Act for the adoption of corporate resolutions: Yes □ No ☒ Describe how they differ from the rules provided by the Companies Act. 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 % established by the entity for the adoption of resolutions Describe the differences B.3 State the rules applicable to the amendment of the articles of association of the company. In particular, disclose the majorities provided for amending the articles of association, and any rules provided for the protection of the rights of the shareholders in the amendment of the articles of association. The articles of association of the Company do not establish different or B 13 additional rules to those set out by law for the amendment of articles of association. In this regard, according to the provisions under Article 13.3 of the Company's articles of association, in order for the General Shareholders' Meeting to validly agree any articles of association amendment, the following shall be required: on first call, the absolute majority of shareholders present, either in person or by proxy, provided they hold at least fifty percent of the subscribed share capital with voting rights; and, on second call, the favourable vote of two thirds of shareholders present, either in person or by proxy, at the General Shareholders' Meeting, when there are shareholders representing twenty-five percent or more of the subscribed share capital with voting rights, without reaching fifty percent. 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 general shareholders' meeting % of shareholders present in person % of shareholders represented by proxy % absentee voting % Total Electronic voting Other 06 May 2021 0.18 86.12 0 1.13 87.43 Of which free float: 0.00 13.15 0 1.13 14.28 25 June 2020 0.18 83.17 0 1.25 84.60 Of which free float: 0.00 10.31 0 1.25 12.06 06 May 2019 0.53 77.10 0 5.22 82.85 Of which free float: 0.36 7.31 0 5.22 12.89 Remarks For clarification purposes, it is stated for the record that physical attendance data include the shares owned by shareholder individuals that are physically present at the General Shareholders’ Meeting. In addition, proxy attendance data include the shares owned by shareholder individuals that are represented by proxies at the General Shareholders’ Meeting and the shares owned by shareholder legal entities making up, to a large extent, most of share capital. Furthermore, it is stated for the record that the information on the percentage of remote voting (“other”) refers to those votes received by regular mail. B.5 State whether at the general meetings held throughout the year there were any items on the agenda that, for any reason, were not approved by the shareholders. Yes □ No ☒ Agenda items not approved % votes against () (*) 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”. 14 B.6 State whether or not there are any articles of association 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. Yes □ No ☒ Explanation regarding the decisions to be submitted to the board, other than those established by law B.8 State the address and method for accessing the company’s website to access information regarding corporate governance and other information regarding general shareholders’ meetings that must be made available to the shareholders through the Company’s website. On the Company's website (www.gestamp.com), there is a Corporate Governance section, which can be accessed from the home page via the “Shareholders and Investors” section. In this section, it is possible to obtain information on “Corporate Governance”, which includes information on the General Shareholders’ Meeting, the Board of Directors and its Committees, as well as the Company’s corporate standards and policies. The “Corporate Governance” section is therefore accessible in two clicks from the home page. 15 STRUCTURE OF THE COMPANY’S MANAGEMENT C.1 Board of directors C.1.1 Minimum and maximum number of directors provided for in the Articles of Association and the number set by the General Meeting: Maximum number of directors 15 Minimum number of directors 9 Number set by the general meeting 13 Remarks C.1.2 Complete the following table identifying the members of the board: Individual or company name of director Representative Category of director Position on the Board Date of first appointment Date of last appointment Election procedure Date of birth Mr. Francisco José Riberas Mera - Executive Executive Chairman 22 December 1997 06 May 2021 General Shareholders' Meeting Agreement. 01 June 1964 Mr. Juan María Riberas Mera - Proprietary Vice-Chairman 22 December 1997 06 May 2021 General Shareholders' Meeting Agreement. 06 October 1968 Mr. Francisco López Peña - Executive Member 05 March 2010 06 May 2021 General Shareholders' Meeting Agreement. 05 March 1959 Ms. Chisato Eiki - Proprietary Member 01 April 2021 01 April 2021 Resolution of the Board of Directors. 30 September 1972 Mr. Norimichi Hatayama - Proprietary Member 02 April 2020 02 April 2020 Resolution of the Board of Directors. 22 December 1973 Mr. Alberto Rodríguez- Fraile Díaz - Coordinating Independent Director Member 24 March 2017 06 May 2021 General Shareholders' Meeting Agreement. 22 October 1964 Mr. Javier Rodríguez Pellitero - Independent Member 24 March 2017 06 May 2021 General Shareholders' Meeting Agreement. 22 September 1969 Mr. Pedro Sainz de Baranda Riva - Independent Member 24 March 2017 06 May 2021 General Shareholders' Meeting Agreement. 23 March 1963 Ms. Ana García Fau - Independent Member 24 March 2017 06 May 2021 General Shareholders' Meeting Agreement. 03 November 1968 Mr. César - Independent Member 24 March 2017 06 May 2021 General 18 April C 16 Cernuda Rego Shareholders' Meeting Agreement. 1972 Ms. Concepción Rivero Bermejo - Independent Member 29 July 2019 29 July 2019 Resolution of the Board of Directors 15 June 1965 Mr. Gonzalo Urquijo Fernández de Araoz - Other external directors Member 24 March 2017 06 May 2021 General Shareholders' Meeting Agreement. 17 September 1961 Ms. Loreto Ordóñez Solís - Independent Member 06 May 2021 06 May 2021 General Shareholders' Meeting Agreement. 24 April 1971 Total number of directors 13 State any removals, either due to resignations or resolutions of the General Shareholders’ Meeting, in the Board of Directors during the reporting period: Individual or company name of director Class of director at time of vacancy Date of last appointment Date of vacancy Specialist Committees of which he/she was a member Indicate whether the resignation/dismissal took place before the end of the term of office Mr. Tomofumi Osaki Proprieta ry 02 April 2020 28 March 2021 - Yes Cause of resignation/dismissal when occurring before the expiration of the term of office and other observations; information on whether or not the director sent a letter to the other board members and, in the case of dismissals of non-executive directors, an explication or the perspective of the director dismissed by the General Meeting. Mr. Tomofumi Osaki resigned as a member of the Board of Directors by means of a letter sent to the Board of Directors in which he expressly justifies that his resignation was 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: EXECUTIVE DIRECTORS Individual or company name of director Position within the company’s structure Profile Mr. Francisco José Riberas Mera Executive Chairman He holds a Degree in Law and a Degree in Business Management and Economics from the Comillas Pontifical University (ICADE E-3) of Madrid. He began his professional career by taking on different positions in the Gonvarri Group as Director of Corporate Development and later as CEO. In 1997 he created Gestamp Automoción and since then he has been its executive chairman, shaping over time what Gestamp 17 Group is today. He is a member of the Boards of Directors of Telefónica, CIE Automotive and Wallbox. He also sits on the management bodies of other Gestamp Group companies and of companies in the Acek family holding (including companies in the Gonvarri, Acek Energías Renovables and Inmobiliaria Acek groups). He also chairs the Spanish Association of Automotive Suppliers (Sernauto), the Endeavor Foundation in Spain and the Spain-China Council Foundation. Mr. Francisco López Peña Member He holds a degree in Civil Engineering from the Polytechnic University of Barcelona and a Master of Business Administration (MBA) from the IESE Business School, Barcelona. He has extensive experience in the vehicle parts sector with over 22 years in Gestamp Group. Previously, he held executive management positions in companies in sectors such as industrial mining and textiles. In 1998 he joined Gestamp as Director of Corporate Development, becoming CFO from 2008 to 2017 and then CEO up to 2020. He is also a director at GAM and several companies at Gestamp Automoción Group. Total number of executive directors 2 Total % of the board 15.39% Remarks EXTERNAL PROPRIETARY DIRECTORS Individual or company name of director Individual or company name of the significant shareholder represented by the director or that has proposed the director’s appointment Profile Mr. Juan María Riberas Mera Acek Desarrollo y Gestión Industrial, S.L. 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 currently Chief Executive Officer of the Gonvarri Group and the Acek Renovables Group. He began his professional career in the Corporate Development area of the Gonvarri Group, where he later became Chief Executive Officer, a position he currently holds. In 2007, he promoted the creation of the Acek Renovables Group, holding the position 18 of Executive Chairman ever since. He is Chairman of the Board of Directors of Gonvarri and a member of the management bodies of the subsidiaries of such company. He is also a member of the management body of Acek Group companies (including Inmobiliaria Acek Group). Outside Acek Group, he is a member of the Boards of Directors of CIE Automotive and Global Dominion. He is also a director of the John XXIII Foundation, among others. Ms. Chisato Eiki Acek Desarrollo y Gestión Industrial, S.L. She holds a degree in Social Science from the Hitotsubashi University, Japan. She is currently the General Director of the Corporate Sustainability Division of the Mitsui & Co., Ltd. Group, position that she has held since 2020. In the last 25 years, she has been working for Mitsui Group, developing her professional experience at the Infrastructure Projects Business Unit through different leading positions for the Latin America and Asia regions. She started her professional career by holding different positions at the Infrastructure Projects Business Unit. In 2008, she worked for the Energy Transmission Department reporting to the Mobility Business Unit. In 2010 she was appointed Deputy General Director of the Infrastructure Projects Business Unit, being promoted in 2014 to General Director of the Infrastructure Projects Business Unit. She forms part of the management bodies of Mitsui Group companies. Mr. Norimichi Hatayama Acek Desarrollo y Gestión Industrial, S.L. He holds a degree in Arts from the Tokyo University of Foreign Studies (TUFS) and attended an international studies program taught by Universidad Tecnológica de Monterrey, Mexico. He has extensive experience in the steel sector and a professional career of over 20 years working for Mitsui Group in different positions and different locations. He is the current General Director of the Steel Commercial Development and Investments Department in the Metals Division. He began his professional career in Mitsui in 1998, holding different positions in the Rolls, Tubes and Rails Division and, in particular, in the Steel Rolls international area in Tokyo. From 2009 to 2015, he acted as the Deputy General Director of the Steel Products Division for the Middle East, the Main Representative at the Al-Khovar office and General Director of the Metal Department in Mitsui’s subsidiary in Saudi Arabia. Afterwards, he was appointed General Director of the Rails 19 International Department, which belongs to the Rolls, Tubes and Rails Division. Subsequently and prior to holding his current position, he was the General Director of the Automotive Components area reporting to the Automotive Components Division. He is the director in some Acek Group companies (including Gestamp Group companies). Total number of proprietary directors 3 Total % of the board 23.07% Remarks EXTERNAL INDEPENDENT DIRECTORS Individual or company name of director Profile Mr. Alberto Rodríguez-Fraile Díaz He holds a Degree in Business Administration from the University of Miami and participated in the PADE programme (Senior Business Management) at the IESE Business School of Madrid. He also has certifications from the Securities Exchange Commission and the National Association of Securities Dealers as Registered Options Principal, Financial and Operation Principal, and Securities Principal. He started his professional career as a financial consultant at Merrill Lynch. Over the last 30 years he has worked for Asesores y Gestores Financieros (A&G), a company of which he is a founding partner, shareholder and the Chairman of its Board of Directors. Furthermore, he is a member of the management body of the companies of the A&G Group. 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 (MBA) from the MIT, Sloan School of Management, Massachusetts. He is currently the founding partner of the investment company, Sainberg 20 Investments. A large part of his professional career was undertaken at the United Technologies Corporation Group, where he held different managerial positions with an international scope. He started as an R&D engineer at United Technologies, Connecticut, and later became the Engineering and New Technologies Manager. Subsequently, he was the Director of New Installations at Otis Elevator in Mexico, General Director at Otis in Portugal, CEO at Zardoya Otis and Chairman of the Southern Europe and Middle East area at Otis Elevator Company and, finally, Executive Chairman at Otis Elevator Company. He is a member of the Board of Directors of Scalpers Fashion and Naturgy Energy Group, a member of the Oversight Council of TK Elevator GmbH and a member of the Social Council at the Carlos III University in Madrid. In the past, he formed part of the management bodies of certain companies belonging to the Zardoya Otis Group. He is also a member of the Board of Trustees of the Princess of Asturias Foundation and the University of Nebrija. Ms. Ana García Fau She holds degrees in Law and in Business Management and Economics from the Comillas Pontifical University (ICADE E-3) of Madrid. She also holds a Master of Business Administration (MBA) from the MIT, Sloan School of Management, USA. She currently sits on the Boards of Directors of Eutelsat, Merlin Properties and Globalvía. She is Finerge’s Non-Executive Chairwoman in Portugal. She is also a member of several advisory councils, such as Salesforce, Pictet Wealth Management, Fremman Capital and DLA Piper. She started her professional career working at McKinsey & Co., Wolff Olins and Goldman Sachs International. At TPI-Páginas Amarillas (Telefónica Group) she was General Director of the Corporate Development area and subsequently Chief Financial Officer. She formed part of the Boards of Directors of different companies under the TPI Group. In the Hibu Group (formerly, Yell), she held different managerial positions, such as CEO of Yell for business in Spain and Latin America for 7 years, and as Global General Director of Business Strategy and Development, as well as member of its Global Steering Committee, participating in the development of the company’s digitalisation strategy. She acted as director of Cape Harbor Advisors, Renovalia Energy Group, Technicolor and Euskaltel. 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 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, Chairman of Microsoft for Asia- Pacific and Vice-chairman of Microsoft Corporations. 21 He currently chairs NetApp, Inc. Ms. Concepción Rivero Bermejo She holds a degree in Economics and Business Administration from the Autonomous University of Madrid. She also studied an Advance Management Program at IESE, Madrid, and an Executive Program at Singularity University in California. She began her professional career in Telyco (a subsidiary of Telefónica) as Product Marketing Director. Afterwards, she was Marketing Director in Amena (currently, Orange) and in Xfera (currently, Yoigo). She then worked in Nokia as CEO for the Iberia business and Senior Vice-Chairwoman of the Telefónica global business for Nokia for 7 years, while being a member of the company’s Global Brand Council. Subsequently, she was Global Director in Telefónica of the Mobile Devices business unit and then Global Marketing Director. Her last position in Telefónica was deputy member of the General Global Management at the Digital and Commercial Unit. She was then Senior Advisor at Ericcson and Chairwoman at the International Women Forum. She is currently an independent director of Cellnex Telecom and Chairwoman of its Appointments, Remuneration and Sustainability Committee, a member of the Advisory Council of Mutualidad de la Abogacía, Madein Mobile, a member of the Board of Trustees of Tecnalia and Non-Executive Chairwoman of Pentacom (Onivia) and its Appointments and Remuneration Committee. She is also a member of the Board of AED (Spanish Association of Executives). Ms. Loreto Ordóñez Solís She holds a degree in Mine Engineering from the University of Oviedo, Spain, a Master’s Degree in Combustion and Energy from the University of Leeds, England, and an MBA from IESE, Spain. She has an important professional track records with almost 25 years of experience in the energy sector. She is currently the CEO of ENGIE Group (formerly, GDF Suez) in Spain, a position from which she is leading the energy transformation process focusing on decarbonisation, energy efficiency and innovation. She started her professional career in the Research & Development area of the European Commission - DGXII and then started working for ENUSA (Uranium National Enterprise) and, afterwards, in Enagás. In London, she was the Business Development Director for the Energy Wholesale Operation in 2000. Subsequently, in 2002, she started working for ENGIE Group as Operations Director for Electrabel España in Belgium. In 2009 she was appointed Energy Strategy and Management Vice-Chairwoman in GDF Suez Energy Western Europe, Paris, and since 2011 she has been the CEO of ENGIE Group in Spain. She is currently a director of EXOLUM and other ENGIE Group companies. She is also French Foreign Trade Director, Dialogue Chair of the Spain- France Friendship Association, Vice-Chairwoman of the Belgium- Luxembourg Chamber of Commerce in Spain, a member of the Board of Directors of Círculo de Empresarios (Businesspersons Association) and of the Spanish Business Council for Sustainable Development (Forética), and a member of the Executive Board of the French Chamber of Commerce. In 2017 she was awarded the title of Knight in the National Order of Merit by the French President. 22 Total number of independent directors 7 Total % of the board 53.85% 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. OTHER EXTERNAL DIRECTORS Identify the other external directors and describe the reasons why they cannot be considered proprietary or independent directors as well as their ties, whether with the company, its management or its shareholders: Individual or company name of director Reasons Company, officer or shareholder with which the director has ties Profile Mr. Gonzalo Urquijo Fernández de Araoz He was a director of the Company for a continuous period of over 12 years. Gestamp Automoción, S.A. He holds a degree in Economics and Political Science from Yale University, Connecticut, and an MBA from Instituto de Empresa, Madrid. He began his professional career in the banking sector, working in different positions for Citibank and Crédit Agricole. He later became Director and Chief Financial Officer of Corporación J M Aristrain and then Chief Financial Officer of Aceralia Corporación Siderúrgica’s investees. He held different positions as member of the General Management in ArcelorMittal Group in different areas, such as those referring to long products, stainless steel, distribution, 23 emerging markets and CSR. He was then Strategy Director at ArcelorMittal chaired ArcelorMittal Spain. He was the Executive Chairman of Abengoa. He is Talgo’s current CEO. He is also a member of the Board of Directors of Ferrovial, the Chairman of Hesperia Foundation and a member of the Board of Trustees of Princess of Asturias Foundation. Formerly he was a member of the Board of Directors of Fertiberia, Holding Gonvarri and different ArcelorMittal Group companies, as well as in the following listed companies: Abengoa, Aceralia, APERAM, Atlantica Yield and Vocento. Total number of other external directors 1 Total % of the board 7.69% State the changes, if any, in the class of each director during the period: Individual or company name of director Date of change Former class Current class Remarks 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 0 0 0 0 0 0 0 0 Proprietary 1 0 0 0 33.33 0 0 0 Independent 3 2 2 1 42.86 33.33 33.33 20.00 Other external 0 0 0 0 0 0 0 0 Total: 4 2 2 1 30.77 16.66 16.66 8.33 Remarks C.1.5 State whether the company has diversity policies in relation to the company's board of directors with regard to issues such as age, gender, disability, or professional training and experience. Small and medium-sized entities, according to the definition contained in the 24 Auditing Act, shall report, as a minimum, on the policy they have established regarding gender diversity. Yes ☒ No □ Partial Policies □ 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 Board of Directors' Selection Policy approved by the Company's Board of Directors on 14 December 2017, at the proposal of the Appointments and Remuneration 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 following:  Equal treatment and transparency. This principle states that the selection of directors shall be transparent and free from implicit bias, so as to guarantee the same opportunities for all qualified candidates.  Diversity. This principle states that diversity of experience, knowledge and gender is to be encouraged. The Board of Directors' Knowledge, Skills, Diversity and Experience Guide sets out the knowledge, skills, diversity and experience that the Board of Directors as a whole must possess such that it serves as a reference and support tool for the Board of Directors' Selection Policy. This guide, approved on 14 December 2017 by the Board of Directors at the proposal of the Appointments and Remuneration 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 addition, in relation to the vacant position that arose in 2021 as a result of the resignation of Mr. Tomofumi Osaki, for the purposes of complying with the terms of the Selection Policy of the Board of Directors and the Board of Directors’ Knowledge, Skills, Diversity and Experience Guide, and also to foster diversity on the Board, the Company’s Appointments and Remuneration Committee, at its meeting held on 24 March 2021, resolved to adopt a measure that would favour the election of a woman to fill the position, as long as the candidates were equal in terms of knowledge and experience. In this sense, the Board of Directors covered such vacant position by appointing Ms. Chisato Eiki as proprietary director through the co-option procedure, subject to a previous report by the Appointments and Remuneration Committee. Subsequently, on 6 May 2021, the General Shareholders’ Meeting appointed Ms. Loreto Ordóñez Solís, independent director, subject to the previous proposal by the 25 Appointments and Remuneration Committee. In this respect, in accordance with Article 41. 1. (b) of the Regulations of the Board of Directors, the Appointments and Remuneration Committee verified compliance with the aforementioned Board of Directors Selection Policy at its meeting on 20 December 2021 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. Also indicate if these measures include promoting a significant number of female high executives at the company: As set out in section C.1.5., the Board of Directors’ Selection Policy states that equal treatment and diversity shall be inspirational principles for directors’ selection processes. The policy establishes that the selection process of possible directors shall be based on an analysis of the duties and the skills required to adequately meet the diversity profile of the Board of Directors, among other profiles, based on that set out in the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors. Such guide contains the main criteria that were followed to design the composition of the current Board of Directors and that are to be followed when it comes to filling future vacancies 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 regard, as mentioned below as part of the assessment of the Board of Directors (section C.1.17), the action plan prepared by the Appointments and Remuneration Committee and submitted for the approval of the Board of Directors at its first meeting in 2021 includes certain recommendations, such as continuing to fulfil the diversity principle included in both the Selection Policy and the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors. Furthermore, as previously mentioned, the Company’s Appointments and Remuneration Committee resolved in its meeting of 24 March 2021 to adopt a measure that favours covering vacant positions with women, as long as the candidates are equal in terms of knowledge and experience. By applying such measure, in 2021 (i) the Board of Directors appointed Ms. Chisato Eiki as proprietary director through the co-option procedure, subject to a previous report by the Appointments and Remuneration Committee, and (ii) the General Shareholders’ Meeting appointed Ms. Loreto Ordóñez Solís as independent director, subject to the previous proposal by the Appointments and Remuneration Committee. As part of the measures adopted to promote a considerable number 26 of female executives at the Company, since 2018 the Company has been participating in the Promociona managerial development program organised by the ESADE business school and CEOE, where women with executive potential participate on an annual basis. If there are few or no female directors despite any measures adopted, if applicable, describe the reasons why: C.1.7 Explain the conclusions of the appointments committee regarding verification of compliance with the Board of Directors’ appropriate structure policy. The Appointments and Remuneration Committee at its meeting of 20 December 2021 verified compliance with the Board of Directors’ Selection Policy in financial year 2021. During such year, the following changes took place in relation to the Board of Directors’ structure: On the one hand, on 29 March 2021, the Company’s Board of Directors became formally aware of Mr. Tomofumi Osaki’s resignation as member of the Board of Directors, who was replaced through the co-option procedure by Ms. Chisato Eiki, appointed as proprietary director of the Board of Directors and proposed for ratification and re-election by the General Shareholders’ Meeting held on 6 May 2021. In this regard, previously and given the prospect of the resignation of Mr. Tomofumi Osaki on 24 March 2021, the Appointments and Remuneration Committee, in accordance with Article 529(10) of the Companies Act and Article 41.1. (f) of the Regulations of the Board of Directors, drew up the corresponding report on the appointment of Ms. Chisato Eiki, which was submitted along with the proposal of the Board of Directors. In this regard, as stated in the aforementioned report, the Appointments and Remuneration Committee took into account upon its assessment the current provisions of the Regulations of the Board of Directors, the Board of Directors’ Selection Policy and the Knowledge, Skills, Diversity and Experience Guide regarding the Board of Directors and concluded that Ms. Chisato Eiki had the competence, experience and merits required to hold the position of member of the Company’s Board of Directors. In addition, on 29 March 2021, the Board of Directors submitted to the General Shareholders’ Meeting of 6 May 2021 the proposal issued by the Appointments and Remuneration Committee in relation to the appointment of Ms. Loreto Ordóñez Solís as new independent Explanation of reasons 27 director of the Company’s Board of Directors, thus increasing the number of directors from 12 to 13. In this sense, previously, on 24 February 2021, considering that it is advisable to strengthen the understanding of sustainability matters while also increasing the number of independent directors, thereby equipping the future Sustainability Committee (created after 3 June 2021) with sufficient experience and knowledge, the Appointments and Remuneration Committee began a process for the selection of a new director pursuant to Article 529(15) of the Companies Act, Article 41 of the Regulations of the Board of Directors, the Board of Directors’ Selection Policy and Technical Guide 1/2019 on appointments and remuneration committees, published by the National Securities Market Commission (CNMV) on 20 February 2019. Once such process was completed, in accordance with Article 41.1. (e) of the Regulations of the Board of Directors, the Appointments and Remuneration Committee drew up the corresponding proposal on the appointment of Ms. Loreto Ordóñez Solís, a proposal as to which a report was issued and made available to the General Shareholders’ Meeting. In this regard, the Appointments and Remuneration Committee took into account upon its assessment the current provisions of the Regulations of the Board of Directors, the Board of Directors’ Selection Policy and the Knowledge, Skills, Diversity and Experience Guide regarding the Board of Directors and concluded that Ms. Loreto Ordóñez Solís has the eligibility, availability, competence, experience and merits required to hold the position of member of the Company’s Board of Directors. Finally, considering expiration of the term of office of the directors Mr. Francisco José Riberas Mera, Mr. Francisco López Peña, Mr. Juan María Riberas Mera, Mr. Alberto Rodríguez-Fraile Díaz, Mr. Javier Rodríguez Pellitero, Mr. Pedro Sainz de Baranda Riva, Ms. Ana García Fau, Mr. César Cernuda Rego and Mr. Gonzalo Urquijo Fernández de Araoz, and to give continuity to those positions, on 29 March 2021, the Board of Directors proposed to the General Shareholders’ Meeting of 6 May 2021 to re-elect them, subject to a previous proposal or report, as applicable, by the Appointments and Remuneration Committee. In this sense, the Appointments and Remuneration Committee prepared the proposal and report on the re-election of independent directors, as well as the previous report on the re-election of non- independent directors, pursuant to Articles 41.1 (e) and (f) of the Regulations of the Board of Directors. In this regard, the Appointments and Remuneration Committee took into account upon its assessment the current provisions of the Regulations of the Board of Directors, the Board of Directors’ Selection Policy and the Knowledge, Skills, Diversity and 28 Experience Guide regarding the Board of Directors and concluded that the abovementioned directors whose term of office is expiring have the eligibility, availability, competence, experience and merits required to hold the position of member of the Company’s Board of Directors. C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed at the proposal of shareholders whose shareholding interest is less than 3% of share capital: Individual or company name of shareholder Reason State if there has been no answer to formal petitions for presence on the board received from shareholders whose shareholding interest is equal to or greater than that of others at whose proposal proprietary directors have been appointed. If so, describe the reasons why such petitions have not been answered: Yes □ No ☒ Individual or company name of shareholder Explanation C.1.9 Indicate, if any, the powers and delegations granted by the Board of Directors, including those related to the possibility of issuing or repurchasing shares, to directors or Board committees: Individual or company name of director or committee Brief description Mr. Francisco José Riberas Mera In a meeting held on 7 May 2021, the Board of Directors of the Company appointed Mr. Francisco José Riberas Mera as CEO bearing the title of Executive Chairman, delegating to him all the powers inherent to the Board of Directors, including executive powers, except for those that could not be delegated by law or under the articles of association. C.1.10 Identify, where applicable, the members of the board who hold the position of directors, representatives of directors or executives in other companies that form part of the listed company’s group: Individual or company name of director Name of entity within the group Position Does he/she have executive duties? Mr. Francisco José Riberas Mera Adral Matricería y Puesta a Punto, S.L. Representative (natural person) of YES 29 sole director (legal person) Mr. Francisco José Riberas Mera Autotech Engineering Deutschland GmbH Joint and Several Director YES Mr. Francisco José Riberas Mera Autotech Engineering R&D, UK Limited Chairman YES Mr. Francisco José Riberas Mera Autotech Engineering R&D USA, Inc. Sole Director YES Mr. Francisco José Riberas Mera Autotech Engineering, S.L. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Autotech Engineering Spain, S.L. Chairman/CEO YES Mr. Francisco José Riberas Mera Autotech Engineering France, S.A.S. Chairman YES Mr. Francisco José Riberas Mera Gestamp Tooling Erandio, S.L. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Beyçelik Gestamp Otomotiv Sanayi A.S. Vice-Chairman NO Mr. Francisco José Riberas Mera Diede Die Development, S.L. Representative (natural person) of Sole Director (legal person). YES Mr. Francisco José Riberas Mera Edscha Automotive Components (Kunshan) Co., Ltd. Chairman YES Mr. Francisco José Riberas Mera Edscha Automotive Hauzenberg, GmbH Joint and Several Director YES Mr. Francisco José Riberas Mera Edscha Automotive Hengersberg, GmbH Joint and Several Director YES Mr. Francisco José Riberas Mera Edscha Automotive Italia, S.R.L. 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 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 Edscha North America Technologies, LLC Sole Director YES Mr. Francisco José Riberas Mera Edscha Briey, S.A.S. Chairman YES Mr. Francisco José Riberas Mera Edscha Burgos, S.A. Representative (natural person) of sole director (legal person) YES 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. KG Joint 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 YES 30 (natural person) of sole director (legal person) 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/CEO 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 YES Mr. Francisco José Riberas Mera Gestamp Autocomponents Kunshan, Co. Ltd. Chairman YES Mr. Francisco José Riberas Mera Gestamp Abrera, S.A. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Aguascalientes, S.A. de C.V. Chairman/CEO YES Mr. Francisco José Riberas Mera Gestamp Alabama, LLC Sole director YES Mr. Francisco José Riberas Mera Gestamp Aragón, S.A. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Aveiro-Industria e acessorios de Automoveis, S.A. Chairman YES Mr. Francisco José Riberas Mera Gestamp Bizkaia, S.A. Representative (natural person) of 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 Mera Gestamp Cerveira, Lda. Board Member YES Mr. Francisco José Riberas Mera Gestamp Chattanooga, LLC Sole director YES Mr. Francisco José Riberas Mera Gestamp Esmar, S.A. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Estarreja, Lda. Chairman YES Mr. Francisco José Riberas Mera Gestamp Global Tooling, S.L. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Griwe Haynrode, GmbH Joint and Several 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. Board Member YES 31 Mr. Francisco José Riberas Mera Gestamp Holding China, A.B. Board Member NO Mr. Francisco José Riberas Mera Gestamp Holding Rusia, S.L. Chairman NO Mr. Francisco José Riberas Mera Gestamp Hungária Kft CEO YES Mr. Francisco José Riberas Mera Gestamp Ingeniería Europa Sur, S.L. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Kartek Corp. Chairman YES Mr. Francisco José Riberas Mera Gestamp Levante, S.A. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Linares, S.A. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Louny S.R.O. Sole Director YES Mr. Francisco José Riberas Mera Gestamp Manufacturing Autochasis, S.L. Representative (natural person) of sole director (legal person) YES 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. Chairman YES Mr. Francisco José Riberas Mera Gestamp Puebla II, S.A. de C.V. Chairman YES Mr. Francisco José Riberas Mera Gestamp Puebla S.A. de C.V. Chairman YES Mr. Francisco José Riberas Mera Gestamp Ronchamp, S.A.S. Chairman YES Mr. Francisco José Riberas Mera Gestamp Services India Private Limited CEO/Chairperson 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 YES 32 person) 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. Board Member 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 CEO/Chairperson (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 Sole director YES Mr. Francisco José Riberas Mera Gestamp West Virginia, LLC Sole Director YES Mr. Francisco José Riberas Mera Automotive Chassis Products UK Limited Sole Director YES Mr. Francisco José Riberas Mera Gestamp Metal Forming (Wuhan) Ltd. CEO/Chairperson YES Mr. Francisco José Riberas Mera Gestamp Prisma, S.A.S. Sole Director YES Mr. Francisco José Riberas Mera Gestamp Tallent Limited CEO/Chairperson YES Mr. Francisco José Riberas Mera Beyçelik Gestamp Şasi Otomotiv Sanayi A.S. Vice-Chairman NO Mr. Francisco José Riberas Mera Gestamp Wroclaw Sp. Z.O.O. Sole Director YES Mr. Francisco José Riberas Mera Sofedit S.A.S. 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 sole director (legal person) YES Mr. Francisco José Riberas Mera Çelik Form Gestamp Otomotiv, A.S. Chairman NO Mr. Francisco José Riberas Mera Beyçelik Gestamp Teknoloji Sanayi A.S. Board Member NO Mr. Francisco José Riberas Mera Matricería Deusto, S.L. Representative YES 33 (natural person) of sole director (legal person) Mr. Francisco José Riberas Mera Automated Joining Solutions, S.L. 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 Société 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 NO Mr. Francisco José Riberas Mera Gestamp 2017, S.L.U. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Technology Institute, S.L. Representative (natural person) of sole director (legal person) YES Mr. Francisco José Riberas Mera Gestamp Tooling Engineering Deutschland GmbH Sole Director YES Mr. Francisco José Riberas Mera Gestamp Umformtechnik GmbH Joint and Several Director YES Mr. Francisco José Riberas Mera Gestamp Chattanooga II, LLC Sole Director YES Mr. Francisco José Riberas Mera Autotech Engineering R&D USA, Inc. Sole Director YES Mr. Francisco José Riberas Mera Gestamp Auto Components (Wuhan) Co., Ltd. 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 YES 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) YES Mr. Francisco López Peña Autotech Engineering Spain, S.L. Secretary NO Mr. Francisco López Peña Autotech Engineering France, S.A.S. Board Member NO Mr. Francisco López Peña Beyçelik Gestamp Otomotiv Sanayi A.S. Board Member NO Mr. Francisco López Peña Edscha Automotive Hauzenberg, GmbH Joint and Several Director YES 34 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 KG Joint and Several Director YES Mr. Francisco López Peña Edscha Hengersberg Real Estate, Gmbh & Co KG Joint 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 YES 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. Joint and Several Director 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. Ltd. Chairman YES Mr. Francisco López Peña Gestamp Auto Components (Beijing) Co. Vice-Chairman NO Mr. Francisco López Peña Gestamp Aguascalientes, S.A. de C.V. Vice-Chairman NO Mr. Francisco López Peña Gestamp Aveiro-Industria E Acessorios de 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 Estarreja, Lda. Board Member NO Mr. Francisco López Peña Gestamp Holding China, A.B. Board Member NO Mr. Francisco López Peña Gestamp Holding Rusia, S.L. Board Member NO Mr. Francisco López Peña Gestamp Kartek Corp. Board Member NO Mr. Francisco López Peña Gestamp Mexicana de Servicios Laborales, S.A. de C.V. Vice-Chairman NO Mr. Francisco López Peña Gestamp Beyçelik Romania SRL Board Member NO Mr. Francisco López Peña Çelik Form Gestamp Otomotiv Sanayi, A.S. Board Member NO Mr. Francisco López Peña Beyçelik Gestamp Teknoloji Sanayi A.Ş. 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 35 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 Sanayi A.S. 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. Francisco López Peña Tuyauto Gestamp Morocco, S.A. Board Member NO Mr. Francisco López Peña Etem Gestamp Aluminium Extrusion, S.A. Board Member NO Mr. Francisco López Peña Gestamp Etem Automotive Bulgaria, S.A. Board Member NO Mr. Juan María Riberas Mera Beyçelik Gestamp Otomotiv Sanayi A.S. Board Member NO 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 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 Remarks C.1.11 Identify the positions as directors, managers or executives, or representatives thereof, held by the directors or representatives of directors who are members of the company’s board in other entities, regardless of whether they are listed companies: Identification of director or representative Name of listed or unlisted company Position Mr. Francisco José Riberas Mera Telefónica, S.A. Board Member CIE Automotive, S.A. Board Member 36 Acek Desarrollo y Gestión Industrial, S.L. Joint Director Holding Gonvarri, S.L. Director and secretary Gonvarri Group companies Board Member Acek Energías Renovables, S.L. Joint and several director (representative) Acek Energías Renovables Group companies Board Member Inmobiliaria Acek, S.L. Joint and Several Director Inmobiliaria Acek Group companies Board Member Other investees of Acek, Desarrollo y Gestión Industrial, S.L. Board Member Orilla Asset Management, S.L. Sole Director Q-Energy Tenencia y Gestión III, SCR, S.A. (GAM) Board Member Wallbox N.V. Board Member Other investees of Orilla Asset Management Board Member Spain-China Council Foundation Chairman Spanish Association of Automotive Suppliers (Sernauto) Chairman Endeavor Board of Trustees’ Chair Mr. Juan María Riberas Mera CIE Automotive, S.A. Board Member Global Dominion Access, S.A. Board Member Acek Desarrollo y Gestión Industrial, S.L. Joint Director Holding Gonvarri, S.L. Board Member Gonvarri Group companies Board Member Acek Energías Renovables, S.L. Joint and several director (representative) Acek Energías Renovables Group companies Board Member Inmobiliaria Acek, S.L. Joint and Several Director Inmobiliaria Acek Group companies Board Member Agrícola la Veguilla S.A. Board Member Other investees of Acek, Desarrollo y Gestión Industrial, S.L. Board Member Ion Ion, S.L. Sole Director Q-Energy Tenencia y Gestión III, SCR, S.A. Board Member Q-Energy Private Equity, SGEIC, S.A. Board Member Q-Energy TYG IV, S.C.R., S.A. Board Member Q-Impact Investment Management, S.G.E.I.C., S.A. Board Member Ribor Agrícola S.L. Sole director Other investees of Ion Ion, S.L. Board Member 37 John XXIII Foundation Member of the Board of Trustees Mr. Francisco López Peña Gestamp 2020, S.L. Non-executive Director General del Alquiler de Maquinaria, S.A. Board Member Cooltra Matriz, S.L. Board Member TMH – Tmond Holding, S.A. Board Member Ms. Chisato Eiki Gestamp 2020, S.L. Director World Hi-Vision Channel, Inc. Director Mitsui Bussan Forest Co., Ltd. Director Mr. Norimichi Hatayama Gestamp 2020, S.L. Board Member Mi-King Ltd. Board Member Mi-King s.r.o. Board Member Envoy & Partners Limited Board Member Euro-Mit Staal, B.V. Board Member Mr. Gonzalo Urquijo Fernández de Araoz Talgo, S.A. CEO Ferrovial, S.A. Board Member Hesperia Foundation Chairman Princess of Asturias Foundation Member of the Board of Trustees Ms. Concepción Rivero Bermejo Cellnex Telecom, S.A. Director Madein Mobile, S.L. Director Mutualidad de la Abogacía Director Tecnalia Research & Innovation Foundation Member of the Board of Trustees Pentacom, S.A. Non-executive Chair Spanish Association of Executives Director International Women Forum Spain Vice-Chairman Mr. Alberto Rodríguez-Fraile Díaz Asesores y Gestores Financieros, S.A. Chairman A&G Banca Privada, S.A.U. Group companies Member of the management body Cervezas Gran Vía, S.L. Board Member Mr. Javier Rodríguez Pellitero AEB (Spanish Banking Association) General Secretary AEB Foundation Trustee Engie España, S.L.U. Board Member Mr. Pedro Sainz de Baranda Naturgy Energy Group, S.A. Board Member TK Elevator GmbH Board Member Pedro Duro, S.L. Sole Director Sainberg Investments, S.L. Board Member Internacional Olivarera, S.A. Board Member Scalpers Fashion, S.L. Board Member 38 Inversores de Tornón, S.L. Chairman Princess of Asturias Foundation Member of the Board of Trustees Nebrija University Member of the Board of Trustees Ms. Ana García Fau Merlin Properties Socimi, S.A. Director Eutelsat Communications, S.A. Director Globalvia, S.A. Director Finerge, S.A. Director Ms. Loreto Ordóñez Solís Engie España, S.L.U. CEO Compañía Logística de Hidrocarburos CLH, S.A. Representative of legal entity director Districlima, S.A. Director Electro Metalúrgica del Ebro, S.L. Natural person proxy of sole director IPM Eagle Desarrollos España, S.L. Natural person proxy of sole director PSFV Palma del Río, S.L. Director Idesamgar, S.L. Director Sater, S.L. Director Itamar Solar, S.L.U. Joint and several director Benilde Solar, S.L.U. Joint and several director Morata Energía, S.L.U. Director Martina Sostenible, S.L.U. Joint and several director Marcela Solar, S.L.U. Joint and several director Meridion Psfv, S.L.U. Joint and several director Ener Alfa, S.L.U. Joint and several director Ener Beta, S.L.U. Joint and several director Ener Delta, S.L.U. Joint and several director Ener Epsilon, S.L.U. Joint and several director Ener Gamma, S.L.U. Joint and several director Sofos Energía, S.L.U. Director Energy Investment and Point Connexions, S.L.U Director Engie España Renovables, S.L.U. Director Ordesa Servicios Empresariales, S.L. Director Belgium-Luxembourg Chamber of Commerce in Spain Vice-Chair French Foreign Trade Director 39 Círculo de Empresarios (Businesspersons Association) Director Spanish Business Council for Sustainable Development (Forética) Director Remarks Mr. Francisco Riberas Mera earns remuneration for his positions in Telefónica, S.A., Acek Desarrollo y Gestión Industrial, S.L., Orilla Asset Management, S.L. and Wallbox N.V. Mr. Juan María Riberas Mera earns remuneration for his positions in Global Dominion Access, S.A., Acek Desarrollo y Gestión Industrial, S.L., Agrícola la Veguilla, S.A., Ion Ion, S.L. and Ribor Agrícola, S.L. Mr. Francisco López Peña earns remuneration for his position in General del Alquiler de Maquinaria, S.A. Mr. Gonzalo Urquijo Fernández de Araoz earns remuneration for his positions in Ferrovial, S.A. and Talgo, S.A. Ms. Concepción Rivero Bermejo earns remuneration for her positions in Cellnex Telecom, S.A., Mutualidad de la Abogacía and Pentacom, S.A. Mr. Alberto Rodríguez-Fraile Díaz earns remuneration for his position in Asesores y Gestores Financieros, S.A. Mr. Javier Rodríguez Pellitero earns remuneration for his positions in AEB (Spanish Banking Association) and Engie España, S.L.U. Mr. Pedro Sainz de Baranda earns remuneration for his positions in Naturgy Energy Group, S.A. and TK Elevator GmbH. Ms. Ana García Fau earns remuneration for her positions in Merlin Properties Socimi, S.A., Eutelsat Communications, S.A., Globalvia, S.A. and Finerge, S.A. Ms. Loreto Ordóñez Solís earns remuneration for her positions in Compañía Logística de Hidrocarburos CLH, S.A. and Engie España, S.L.U. Indicate, as applicable, the other paid activities of directors or directors’ representatives, regardless of their nature, other than those mentioned in the previous chart. Identification of director or representative Other paid activities Ms. Ana García Fau Member of the advisory councils of Salesforce in EMEA, Pictet Wealth Management in Spain, Mutualidad de la Abogacía, Fremman Capital and DLA Piper. Occasional, training and consulting activities in different spheres of ESADE and Trustmaker. Mr. Francisco López Peña General Director of Orilla Asset Management, S.L. Mr. César Cernuda Rego Chairman of NetApp, Inc. Mr. Pedro Sainz de Baranda Member of the Advisory Board of Banco Sabadell. Remarks C.1.12 State and, where applicable explain, whether or not the company has established any rules regarding the maximum number of company boards on which its directors may sit, identifying, in turn, where it is regulated: 40 Yes ☒ No □ Explanation of the rules and identification of the document where it is regulated Pursuant to the provisions under Article 17 of the Regulations of the Company's Board of Directors, natural persons who represent a legal entity Director and natural persons or legal entities who hold the position of director of more than eight (8) companies, of which, at most, four (4) have their shares admitted to trade on national or foreign stock exchanges, may not be directors. For that purpose, positions held in asset- holding companies shall be excluded from the count and companies belonging to the same group are to be considered as one company. C.1.13 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 (thousands of euros) 2,358.63 Amount of funds accumulated by current directors through long- term savings systems with consolidated economic rights (in thousands of euros) 0 Amount of funds accumulated by current directors through long- term savings systems with non-consolidated economic rights (in thousands of euros) 0 Amount of funds accumulated by former directors through long- term savings systems (in thousands of euros) Remarks  41 C.1.14 Identify the members of the company’s senior management who are not executive directors and state the total remuneration accrued by them during the financial year: Individual or company name Position/s: Mr. Manuel de la Flor Riberas General Director of Human Resources and Organisation Mr. David Vázquez Pascual General Director of the Legal and Tax and Corporate Governance Department Ms. Carmen de Pablo Redondo Chief Financial Officer Mr. Fernando Macías Mendizabal General Director of Operations and Director of the Southern Europe Division Mr. Manuel López Grandela Director of the Mercosur Division Mr. Juan Miguel Barrenechea Izarzugaza Commercial Director and Director of the North America Division Mr. Kevin Stobbs Director of the Asia Division Mr. Torsten Greiner General Manager of the Business Mechanism Unite (Edscha) Mr. Mario Eikelmann Director of the Chassis Business Unit and Sales Director of BIW Mr Javier Ignacio Imaz Corporate Director of Purchasing and Capex Number of women holding senior management positions 1 Percentage of total number of senior management members 10% Total senior management remuneration (in thousands of euros) 5,447 Remarks Ms. Carmen de Pablo Redondo resigned from her position as Corporate Finance Director, effective 31 December 2021. C.1.15 State whether or not the regulations of the board have been amended during the financial year: Yes ☒ No □ Description of amendments In its meeting held on 29 March 2021, the Board of Directors –with the previous favourable report of the Audit Committee– approved certain amendments to the Company’s Regulations of the Board of Directors in order to, among other matters, enable the possibility of creating a committee that is specialised in environmental, social and corporate governance matters, make amendments to align their contents to 42 the articles of association, as well as introduce technical improvements. In this regard, the following amendments have been made:  Amendments were made to Articles 39 (“Other Board committees”) and 40 (“Audit Committee”) and a new Article 42 (“Sustainability Committee”) was added to reflect the new contents of Recommendations 53 and 54 of the Good Governance Code of listed companies concerning environmental, social and corporate governance matters and to create a new Sustainability Committee assuming part of those functions.  Amendments were made to Article 38 (“Executive Committee”) to align its contents with Article 19(14) of the articles of association (“Organization and Operation of the Board of Directors”).  The following articles were amended to improve their contents: (i) Article 5 (“Amendment”); (ii) Article 7 (“Qualitative composition”); (iii) Article 8 (“Non- delegable powers of the Board of Directors”); (iv) Article 12 (“Balance in the development of the Board of Directors’ functions”); (v) Article 16 (“Appointment”); (vi) Article 20 (“Dismissal”); (vii) Article 22 (“Directors’ duties. General rules”); (viii) Article 24 (“Non-compete obligation”); (ix) Article 32 (“Managing directors”); (x) Article 35 (“Company’s minutes book”); (xi) Article 36 (“Board of Directors Meetings”); (xii) Article 38 (“Executive Committee”); (xiii) Article 39 (“Other committees of the Board”); (xiv) Article 40 (“Audit Committee”); and (xv) Article 41 (“Appointments and Remuneration Committee”). Pursuant to Article 5.5 of the Regulations of the Board of Directors, these amendments were subject to the report of the 2021 General Shareholders’ Meeting. 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. Selection The aim of the Board of Directors Selection Policy is to establish the criteria, procedures and mechanisms that allow, as a whole, the Board of Directors to bring together sufficient knowledge, skills and experience to ensure appropriate governance of the company at all times. The selection process of possible directors is to be based on an analysis of the duties and the skills required to adequately meet the profile of knowledge, skills, diversity and experience of the Board of Directors, as set out in the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors and the Competence Matrix of the Board of Directors approved on 31 October 2019 by the Appointments and Remuneration Committee. 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 Appointments and Remuneration Committee. The justification report will be published upon calling the General Shareholders’ Meeting where the 43 ratification, appointment or re-election of each director will be analysed. 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 Appointments and Remuneration 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. For the appointment of independent directors, candidates from different external selection sources may be considered. The Appointments and Remuneration Committee, pursuant to the analysis previously conducted and the definition 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 Appointments and Remuneration 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 Appointments and Remuneration Committee, to approval of the General Shareholders' Meeting or, if appropriate, to undertake the appointment by means of cooption. Appointment and re-election The appointment and re-election of the members of the Board of Directors is governed under Article 16 and subsequent articles of the Regulations of the Board of Directors of the Company. In this respect, it corresponds to the General Shareholders' Meeting to appoint and re-elect the members of the Board of Directors, without prejudice to the power of the Board of Directors to appoint members of the Board under its own powers of cooption. The appointment or re-election of directors will be undertaken at the proposal of the Board of Directors in the case of non-independent directors. Upon appointing or re-electing independent directors, the proposal must be undertaken by the Appointments and Remuneration Committee. In any case, the referred to proposals must precede the report of the Appointments and Remuneration Committee and the report of the Board of Directors. Removal As regards the removal of members of the Board of Directors, Article 20 of the Regulations of the Board of Directors establishes the reasons for which a director should relinquish his or her position (as detailed in section C.1.19 of this report). The director leaving his/her post before the end of his office should sufficiently explain the 44 reasons for his/her resignation or, in the case of non-executive directors, his/her opinions about the grounds for his/her dismissal by the General Shareholders’ Meeting in a letter sent to all members of the Board. Without prejudice to the fact that all the information is contained in the Annual Corporate Governance Report, the Company shall publish, as soon as possible and to the extent relevant for investors, the resignation in question, providing sufficient information on the reasons or circumstances given by the director. Furthermore, said Article sets out the powers of the Board of Directors to propose the removal of its members to the General Shareholders' Meeting. As regards independent directors, only the Board of Directors may propose their removal, before the expiry of the term under the articles of association 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 Appointments and Remuneration 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 Company’s Regulations of the Board of Directors, the Board shall devote the first of its annual meetings to evaluate its own performance in the previous year and, where appropriate, to adopt an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors must assess (i) the undertaking of its functions by the Chairperson of the Board of Directors and, should the position be held by a different person, by the chief executive of the Company, based on the report submitted to them by the Appointments and Remuneration 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 Appointments and Remuneration Committee, at the request of the Chairperson of the Board of Directors, began the coordination of the annual evaluation of the Board of Directors for 2020 at its meeting of 29 October 2020, the results and action plan of which were addressed by the Board of Directors at its first meeting in 2021. In this regard, the action plan approved by the Board of Directors in relation to the results of the evaluation for financial year 2020 included some recommendations to be carried out in 2021. In this sense, highlights include:  The intention to promote strategic and ESG (Environmental, Social and Governance) issues, and the possibility of setting up a new committee within the Board of Directors to assist in matters related to sustainability, technology and innovation. In this regard, on 3 June 2021, Description of amendments 45 the Board of Directors agreed to create the ESG (Environmental, Social and Governance) Committee, also agreeing as to its structure. In addition, as part of the 2021 Board Annual Training Plan, all the members of the Board of Directors were trained on specific ESG matters through a well-known consulting firm in this sphere.  The plan to continue to monitor compliance with the diversity principle included in the Board of Directors’ Selection Policy and its Knowledge, Skills, Diversity and Experience Guide. In this sense, as set forth in section C.1.6 of this report, the gender diversity principle was applied to new hires in 2021. Describe the evaluation process and the areas evaluated by the board of directors assisted, where appropriate, by an external consultant, regarding the operation and composition of the board and its committees and any other area or aspect that has been subject to evaluation. The evaluation process of the Company's Board of Directors for 2021 began on 28 October 2021 and was coordinated by the Appointments and Remuneration Committee, at the request of the Chairman of the Board of Directors. In this sense, the advisory services of an external advisor had been hired in the previous year, while this year the Board of Directors’ evaluation process was carried out by the Company’s internal services. This process consisted mainly in completing an online evaluation form, issuing an evaluation report and preparing an action plan. The areas evaluated were as follows: • Composition of the Board of Directors. • Functioning and Effectiveness of the Board of Directors. • Performance of the Chairperson of the Board of Directors. • Performance of the Secretary of the Board of Directors. • Performance and contribution of each Director. • Functioning and composition of the Audit Committee. • Functioning and composition of the Appointments and Remuneration Committee. • Functioning and composition of the Sustainability Committee. On 20 December 2021, the results of their evaluation were submitted to the Appointments and Remuneration Committee, as well as those regarding the evaluation of the Board of Directors, the Chairperson of the Board of Directors and the Secretary of the Board of Directors. 46 On 20 December 2021, the results of their evaluation were submitted to the Audit Committee and the Sustainability Committee. After analysing the results, each of the Committees issued a report on the evaluation. In addition, the Appointments and Remuneration Committee prepared an action plan that was presented at the first meeting of the Board of Directors in 2022 together with the reports issued by each committee, in line with Article 36 of the Regulations of the Board of Directors, and that will be reported in the 2022 Annual Corporate Governance Report. C.1.18 For any years where the evaluation was assisted by an external consultant, list the business relationships between the consultant or any company in their group and the company or any company of its group. Not applicable. C.1.19 State the circumstances under which the resignation of directors is mandatory. As established in Article 20 of the Regulations of the Board of Directors, directors must tender their resignation to the Board of Directors and actually resign if the Board considers it necessary at the request of a majority of two thirds of its membership and following a report in that regard from the Appointments and Remuneration Committee:  when the post, position or duties to which their appointments as executive directors were associated come to an end;  in the case of proprietary directors, when the shareholders they represent dispose of their ownership interest in its entirety, or they do so in the number that would correspond in the event that said shareholders reduce their ownership interest in the Company;  in the case of independent directors, when an unexpected event prevents them, pursuant to the law, from continuing in their positions;  when they are involved in any situation of incompatibility or prohibition provided for by law;  when the Board is aware of a serious breach of their duties as directors, following a proposal or report by the Appointments and Remuneration Committee;  when situations affecting them arise, whether or not related to their work in or for the Company, which could jeopardize its credit and reputation; or  when they lose respectability, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance occurs when the director is indicted 47 or summoned in criminal proceedings. C.1.20 Are qualified majorities, different from the statutory majorities, required to adopt any type of decision?: Yes □ No ☒ 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 articles of association nor the Regulations of the Board of Directors establishes specific requirements different from those relating to directors being appointed as chairperson of the Board of Directors. However, in accordance with the provisions in the Board of Directors Selection Policy, it must ensure the capacity of candidates, standing for the position of chairperson of the Board of Directors, in terms of undertaking the position and, in particular, of undertaking the duties relating to the organisation and functioning of the Board of Directors. C.1.22 State whether or not the articles of association or the regulations of the board set forth any age limit for directors: Yes □ No ☒ Age limit Chairman CEO Board Member Remarks C.1.23 State whether or not the articles of association or the regulations of the Board establish any limit on the term of office or any other stricter requirements in addition to those legally stipulated for Description of the differences Description of requirements 48 independent directors, other than what is established in the regulatory provisions: Yes □ No ☒ Additional requirements and/or maximum number of terms C.1.24 State whether or not the articles of association or the regulations of the Board set out any specific rules for proxy- voting by means of other directors at meetings of the board of directors, the manner of doing so, and especially the maximum number of proxies that a director may hold, as well as whether or not any restriction has been established regarding the categories of directors to whom proxies may be granted beyond the restrictions imposed by law. If so, briefly describe such rules. Pursuant to Article 19 of the Articles of Association and Article 36 of the Regulations of the Board of Directors, in the event that the directors cannot attend sessions of the Board of Directors in person, they may delegate their vote to another Director, together with the appropriate instructions, by means of a letter addressed to the Chairman. In this sense, such representation shall be specially granted for each session and the Board chairperson shall decide, where doubt exists, on the validity of the proxies granted by directors who do not attend the session. Non-executive Directors may only delegate their representation to another non-executive Director. C.1.25 State the number of meetings that the board of directors has held during the financial year. In addition, specify the number of times the board has met, if any, at which the chairman was not in attendance. Proxies granted with specific instructions shall be counted as attendance. Number of meetings of the board 9 Number of meetings of the board at which the chairperson was not in attendance 0 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 49 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 9 Number of meetings of the Appointments and Remuneration Committee 6 Number of meetings of the Appointments Committee N/A Number of meetings of the Remuneration Committee N/A Number of meetings of the Sustainability Committee 3 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 8 % personal attendance out of total votes during the financial year 95.61% Number of meetings attended in person, or by representatives with specific instructions, by all directors 9 % votes cast with personal attendance and representatives with specific instructions, out of the total votes during the financial year 100% Remarks C.1.27 State whether or not the individual and the consolidated financial statements that are submitted to the Board for approval are previously certified: Yes ☐ No ☒ Identify, where applicable, the person(s) that has(have) certified the individual and consolidated financial statements of the company for preparation by the board: Name Position Remarks C.1.28 Explain, if any, the mechanisms established by the Board of Directors so that the financial statements submitted by the Board of Directors to the General Shareholders’ Meeting are prepared 50 pursuant to accounting regulations. In accordance with the provisions under Articles 15 and 40 of the Company’s Regulations of the Board of Directors, the Board of Directors shall seek to definitively prepare the financial statements in such a way that there is no qualification by the auditors. However, when the Board of Directors considers that its criteria must be maintained, the Chairperson of the Audit Committee shall explain to shareholders the opinion as to the content and scope of such qualifications during the General Shareholders’ Meeting at which the financial statements are approved and shall provide shareholders with a summary report of said opinion, when the relevant meeting is called. Furthermore, the duties of the Audit Committee of the Company that are set out in Article 40 of the Regulations of the Board of Directors include the duty of informing the Board of Directors on the financial information that, due to its listed status, the Company must periodically make public, as well as the duty of supervising and evaluating the preparation process, integrity and presentation of regulated financial reporting on the Company, checking that regulatory requirements are met and accounting criteria are correctly applied, thereby increasing the likelihood that there are no qualifications in the annual audit reports. Furthermore, during the year the Audit Committee has held meetings with the external auditor without the presence of the Management to ensure the auditing process of the individual and consolidated financial statements is undertaken correctly. C.1.29 Is the secretary of the board a director? Yes □ No ☒ If the secretary is not a director, complete the following table: Individual or company name of the secretary Representative Mr. David Vázquez Pascual N/A 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 51 one of the fundamental competencies of the Audit Committee (exclusively comprised by non-executive directors, who were appointed based on their knowledge and experience in accounting, auditing or risk management, and with the majority of independent directors –including the chairperson–), which consists of monitoring the independence of the auditor and, particularly, of receiving information on matters that could put such audit at risk. To that effect, in accordance with the terms of Article 40 of the Regulations of the Board of Directors, the Committee has the following functions:  Submitting proposals on the selection, appointment, re-election and replacement of the auditor.  Receiving information and studying issues that may put the independence of the auditor at risk.  Issuing once a year, prior to issuance of the auditor’s report, a report expressing an opinion about the independence of the auditor of the financial statements. It must also expressly discuss the additional services provided by the auditor. For that purpose, and in any case, the Audit Committee shall receive from the auditor the written confirmation of his or her independence in relation to the Company or to the companies connected with it, whether directly or indirectly, as well as detailed and itemised information on any kind of additional services provided and on the corresponding fees (including those provided by persons or companies connected to them), pursuant to the provisions in the legislation on the auditing of financial statements. Furthermore, the Company has implemented mechanisms that govern the relationships of the Board of Directors with the auditor of the financial statements, ensuring that his or her independence is strictly respected. As established in Article 15 of the Regulation of Board of Directors:  The Board’s relationship with the auditor of the Company’s financial statements and of the Group’s consolidated financial statements shall be channelled through the Audit Committee.  To prevent the work-related remuneration of external auditors from compromising their quality and independence, the Board of Directors shall not propose the hiring of auditing firms when the fees envisaged (for all concepts) exceed ten per cent of the revenue of said firm in Spain in the previous financial year.  The Board of Directors shall seek to definitively prepare the financial statements without auditor qualifications; however, when the Board of Directors considers that its criteria must be maintained, the Chairperson of the Audit Committee shall explain to shareholders the Committee’s opinion as to the content and scope of such qualifications during the General Shareholders’ Meeting at which the financial statements are approved and shall provide shareholders with a summary report of said opinion, when the relevant meeting is called. 52  The plenary session of the Board of Directors shall hold a meeting at least once a year with the auditor of the financial statements, in which the auditor shall report on the work undertaken, the evolution of the accounting situation and the risks to the Company. In addition, in compliance with the recommendations set out in Technical Guide 3/2017 of the National Securities Market Commission on audit committees of public interest entities, the Audit Committee, in its meeting on 28 June 2018, approved the Policy for the approval of services by the external auditor other than the auditing of the Company’s financial statements which is intended as a series of criteria and procedures for the approval of non- prohibited services other than the auditing of financial statements provided by the external auditor, the ultimate purpose of which is to promote the auditor’s independence. In relation to the mechanisms established to preserve the independence of financial analysts, investment banks and rating agencies, on 24 February 2021, the Company’s Board of Directors approved the Policy on Reporting of Economic-Financial, Non- financial and Corporate Information, and Contact with Shareholders, Investors and Voting Advisors which (i) establishes the basic principles that are to govern the Company’s communication and contacts with its shareholders, institutional investors, voting advisors and other stakeholders, such as intermediary financial institutions, managers and depositories of the Company’s shares, financial analysts, regulatory and supervisory bodies, rating agencies, information agencies and such like, and (ii) defines the communication channels that the Company makes available to them to maintain efficient, transparent and ongoing communication. C.1.31 State whether or not the Company has changed the external auditor during the financial year. If so, identify the incoming and the outgoing auditor: Yes □ No ☒ Outgoing auditor Incoming auditor Remarks If there has been any disagreement with the outgoing auditor, provide an explanation: Yes □ No □ Description of the disagreement 53 C.1.32 State whether or not the audit firm performs other non-audit work for the company and/or its group. If so, state the amount of the fees paid for such work and the percentage they represent of the aggregate fees charged to the company and/or its group: Yes ☒ No □ Company Companies of the Group Total Amount of other non-audit work (thousands of euros) 5 894 899 Amount of non-audit work / Amount of audit work (in %) 1% 21% 18% Remarks The total amount charged for the Company’s audit tasks is EUR 4.929 (thousands euros) and includes fees regarding (i) the statutory audit of the Group’s individual and consolidated financial statements; (ii) the firsthalf review of the Group (ISRE 2410); (iii) the review of non-financial information in the consolidated Directors’ Report and the Sustainability Report for financial year 2021; (iii) certain ratios reports; and (iv) certain procedures agreed upon specifically for grant files. C.1.33 State whether the audit report on the financial statements for the prior financial year has observations or qualifications. If so, state the reasons given to the general meeting by the chairperson of the audit committee to explain the content and scope of such observations or qualifications. Yes □ No ☒ C.1.34 State the consecutive number of years for which the current audit firm has been auditing the financial statements of the company and/or its group. In addition, state the percentage represented by such number of financial years audited by the current audit firm with respect to the total number of financial years in which the statements have been audited: Individual Consolidated Number of continuous financial years 23 20 Individual Consolidated Number of years audited by the current audit firm / Number of years that the company or its group has been audited (%) 95.65% 100% Explanation of reasons 54 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: Yes ☒ No □ As set out in Article 36 of the Regulations of the Board of Directors, the meetings of the Board of Directors shall be convened with at least 5 days’ notice before the meeting is to be held. However, normally the sessions of the Board of Directors of the Company are called with a more extensive time margin than that stated in the Regulations of the Board of Directors. The agenda of the session, the date and place will always be included in the call of each meeting. The relevant documentation required so that the members of the Board can formulate their opinion and, if appropriate, cast their vote regarding the matters submitted for their consideration, is to be made available as soon as possible through the online platform enabled for that purpose. In this regard, in accordance with the provisions of Articles 19 of the articles of association and 30 and 34 of the Regulations of the Board of Directors, the person responsible for ensuring that the directors receive all the necessary information in sufficient time and in the appropriate format is the chairperson of the Board of Directors, with the collaboration of the secretary. Furthermore, Article 22 of the 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 is channelled through the secretary of the Board of Directors. Should it be rejected, delayed or incorrectly handled, it will be sent to the Audit Committee. In the event that said request is unnecessary or hinders the interests of the Company, it shall be definitively rejected. C.1.36 State, and as applicable detail, whether the company has established any rules requiring directors to inform the company —and, if Describe the procedure 55 applicable, resign from their position— in cases affecting them in relation to their performance at the company itself which may impair its credit and reputation: Yes ☒ No □ Pursuant to the provisions under Article 22 of the Regulations of the Board of Directors, the duties of directors include the duty to notify the Company of any type of judicial, administrative or other claim in which they are involved that, due to its importance, could have a serious impact on the credit and reputation of the Company. In particular, all directors must inform the Company if they are indicted in criminal proceedings and of the relevant milestones in such proceedings. In this case, the Board of Directors, subject to the prior report from the Appointments and Remuneration Committee, shall make the decision deemed most appropriate to the Company’s interests. Furthermore, Article 20 of the Regulations of the Board of Directors establishes the obligation of directors to tender their position to the Board of Directors and formalise the corresponding resignation, at the request of the majority of two thirds of its members and subject to the previous report of the Appointments and Remuneration Committee, when they no longer have the respectability, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance occurs when the director is indicted or summoned in criminal proceedings. C.1.37 Indicate, unless special circumstances have arisen that have been noted in the minutes, if the Board has been informed of or has somehow found out about a situation that affects a director, whether relating or not to his/her actions within the company, that many hinder its standing and reputation: Yes □ No ☒ Name of director Nature of the situation Remarks In the previous circumstance, state whether or not the Board of Directors has examined the case. If yes, give a reasoned explication on whether or not, according to the specific circumstances, measures have been adopted, such as the launching of an internal investigation, requesting the resignation of the director or proposing his/her dismissal. Furthermore, state whether or not the Board's decision was made with a report from the appointments committee. Yes □ No □ Decision made / action taken Duly substantiated explanation Explain the rules 56 C.1.38 Describe any significant agreements entered into by the company that take effect, are amended, or terminate in the event of a change in control of the company as a result of a takeover bid, and the effects thereof. There are none. 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: Chief Executive Officer (Mr. Francisco Riberas Mera) 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. Number of beneficiaries: 1 Type of beneficiary: Chief Executive Officer (Mr. Francisco López Peña) Description of agreement: Severance pay equivalent to the fixed remuneration received at the time of dismissal or resignation, which the director would have received had he/she continued in the position from the dismissal date up until the termination date of his/her contract –up to a maximum of two years of fixed remuneration–, when the dismissal was a unilateral decision by the Company or when the resignation of the Executive Director was a result of changes in control of the Company. Number of beneficiaries: 1 Type of beneficiary: Senior Management Description of agreement: 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. 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: 57 Board of directors General Shareholders’ Meeting Decision-making body approving the provisions Yes No YES NO Is the General Shareholders’ Meeting informed of such provisions? x Remarks C.2 Committees of the board of directors C.2.1 Describe all of the committees of the board of directors, the members thereof, and the proportion of executive, proprietary, independent, and other external directors of which they are comprised: EXECUTIVE COMMITTEE 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. AUDIT COMMITTEE Name Position Category Ms. Ana García Fau Chairman Independent Mr. Juan María Riberas Mera Member Proprietary Mr. Javier Rodríguez Pellitero Member Independent 58 % 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. In addition, the functions of the Audit Committee are governed by Article 20 of the articles of association and Article 40 of the Regulations of the Board of Directors. For further information, see note included in Section H. In relation to the activities carried out by the Audit Committee and how each one of its functions has effectively been performed in financial year 2021, 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 2021 include, among others:  the supervision, review and favourable report on the process to prepare and present the individual and consolidated financial statements and directors’ reports of the Company and its group of companies, as well as the non-financial information contained in the directors’ report of the 2020 consolidated financial statements;  the supervision and review of the process to prepare and present regulated individual and consolidated financial information (quarterly and half-yearly) for financial year 2021;  the review and favourable report on the proposed distribution of profits for financial year 2020, as well as the liquidity statement of the dividend charged to 2021 profits;  review of the main news on regulations and accounting principles;  establishing the appropriate relationship with the external auditor with whom a meeting has been held on four occasions during the year in question in order to, among other matters, receive information on the progress of audit tasks and the most relevant aspects thereof;  approval of services by the external auditor other than auditing of accounts and the mandatory report on the independence of the external auditor;  annual evaluation of the external auditor during financial year 2020, as well as the proposal to re-elect it for auditing the 2021 59 financial statements;  periodic supervision of the activities carried out during the year by the Internal Audit function and the approval of the internal audit plan and the 2022 budget of this function;  the oversight and periodic review of the Internal Control Over Financial Reporting system (hereinafter ICFRS) and the approval of its scope matrix for financial year 2021;  risk management oversight and approval of the 2022 Corporate Risks Map;  favourable report on the transactions carried out by Gestamp Group with its related parties;  review and proposal of the Group’s 2020 Sustainability Report for approval by the Board of Directors;  supervision of the Code of Conduct and operation of the whistleblowing hotline;  issuance and submission to the Board of Directors of the report on the outcome of the Audit Committee’s evaluation;  evaluation of the Internal Audit function and the person under its charge;  review and favourable report of the 2020 Annual Corporate Governance Report;  review of the status of the most important legal disputes and claims involving Gestamp Group companies;  review of a favourable report on the proposed amendment of the articles of association to include technical enhancements;  issuance of a favourable report on the proposed amendment of the Regulations of the General Shareholders’ Meeting to include technical enhancements;  issuance of a favourable report on the proposed amendment of the Regulations of the Board of Directors, so as to, among other matters, enable the possibility of creating a committee that is specialised in environmental, social and corporate governance matters;  proposed amendment of the Environmental Policy, the Labour Health and Safety Policy and the Policy on Communication and Contact with Shareholders, Investors and Voting Advisors, with the purpose of incorporating the Policy on Reporting of Economic-Financial, Non-financial and Corporate Information therein;  proposed amendment of the Internal Control over Financial Reporting System Policy and the Comprehensive Risk Management System Policy;  proposed update of the Criminal Risk Prevention Model and the Criminal Risk Prevention Manual. 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. 60 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 March 2021 Remarks APPOINTMENTS AND REMUNERATION COMMITTEE Name Position Category Mr. Alberto Rodríguez- Fraile Díaz Chairman Independent Mr. Gonzalo Urquijo Fernández de Araoz Member Other external directors Mr. Pedro Sainz de Baranda Member Independent % proprietary directors 0% % independent directors 66.67% % other external 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 Appointments and Remuneration Committee are set out in Article 21 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. In addition, the functions of the Appointments and Remuneration Committee are governed by Article 20 of the articles of association and Article 41 of the Regulations of the Board of Directors. For further information, see note included in Section H. In relation to the activities carried out by the Appointments and Remuneration Committee and how each one of its functions has effectively been performed in financial year 2020, 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 Appointments and Remuneration Committee during 2020 61 include, among others:  issuing favourable reports on the resignation of Mr. Tomofumi Osaki as director and the appointment of Ms. Chisato Eiki, as well as its ratification and re-election considering the Ordinary General Shareholders’ Meeting held on 6 May 2021;  issuance of the proposal and report on the appointment of Ms. Loreto Ordóñez Solís in view of the Ordinary General Shareholders’ Meeting;  issuance of favourable reports on the re-election of Mr. Francisco José Riberas Mera, Mr. Francisco López Peña, Mr. Juan María Riberas Mera and Mr. Gonzalo Urquijo Fernández de Araoz, directors, and issuance of the proposal and report on the re-election of Mr. Alberto Rodríguez-Fraile Díaz, Mr. Javier Rodríguez Pellitero, Mr. Pedro Sainz de Baranda Riva, Ms. Ana García Fau and Mr. César Cernuda Rego in view of the Ordinary General Shareholders’ Meeting;  approval of the Board of Directors’ competence matrix;  verification of the degree of achievement of the 2020 objectives in relation to the variable component of the remuneration of executive directors and the Steering Committee, as well as the result of said component;  proposal of objectives in relation to the variable component of the remuneration of executive directors and the Steering Committee for financial year 2021;  evaluation of compliance with the Company’s Remuneration Policy and with the Selection Policy of the Board of Directors during the financial year 2021;  the proposal for the new Directors' Remuneration Policy approved by the Annual General Shareholders' Meeting on 6 May 2021;  preparation of an action plan arising from the 2020 Board of Directors’ evaluation, as well as its follow-up during 2021 after the mandatory approval of the Board of Directors;  coordinating the evaluation of the Board of Directors for financial year 2021, its committees, and of the Board of Directors’ secretary and, together with the Coordinating Director, of the Board of Directors’ chairperson, and preparing the mandatory reports and the action plan for approval by the Board of Directors;  the review and favourable report on the 2020 Annual Report on Directors' Remuneration approved in a consultative manner by the Annual General Meeting on 6 May 2021, and the review of the content of the 2020 Annual Corporate Governance Report in all sections within its remit. APPOINTMENTS COMMITTEE Name Position Category 62 % proprietary directors % independent directors % other external 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. REMUNERATION COMMITTEE Name Position Category % proprietary directors % independent directors % other external 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. SUSTAINABILITY COMMITTEE Name Position Category Mr. César Cernuda Rego Chairman Independent Ms. Concepción Rivero Bermejo Member Independent Ms. Loreto Ordóñez Solís Member Independent Ms. Chisato Eiki Member Proprietary 63 % executive directors % proprietary directors % independent directors 100 % other external 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 Sustainability Committee are set out in Article 20 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. In addition, the functions of the Sustainability Committee are governed by Article 20 of the articles of association and Article 42 of the Regulations of the Board of Directors. For further information, see note included in Section H. The activities performed by the Sustainability Committee in 2021 include, among others, the supervision of the Company’s different practices and initiatives concerning environmental, social and governance matters. 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 Number % Year t-1 Number % Year t-2 Number % Year t-3 Number % Executive Committee 0 0 0 0 Audit Committee 1 (33.33%) 1 (33.33%) 1 (33.33%) 1 (33.33%) Appointments and remuneration committee 0 (0%) 0 (0%) 0 (0%) 0 (0%) Sustainability Committee 3 (75%) - - - Appointments Committee 0 0 0 0 64 Remuneration Committee 0 0 0 0 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 Appointments and Remuneration 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. In a meeting of the Board of Directors on 29 March 2021 and following a favourable report by the Audit Committee, certain amendments to the Regulations of the Board of Directors were approved in order to create the Sustainability Committee, among other matters. These amendments affected, among others, Article 40 of the Regulations of the Board of Directors regarding the Audit Committee, in which changes were included to coordinate its duties with those of the abovementioned Sustainability Committee. In addition, a new Article 42 was included to regulate the functions of this new committee. The revised text of the Regulations of the Board of Directors is published on the Company’s website (www.gestamp.com) in the sections “Shareholders and Investors", “Corporate Governance”, “Board of Directors” and “Regulations of the Board of Directors”, as well as in CNMV’s website. The Audit Committee and the Appointments and Remuneration Committee submit on an annual basis to the approval of the Board of Directors an activity report to be subsequently made available to shareholders at the Ordinary General Shareholders’ Meeting, in accordance with the provisions contained in Article 39 of the Regulations of the Board of Directors. In this sense, the Sustainability Committee will prepare and submit such report voluntarily for the approval of the Board of Directors, even though Recommendation 6 of the Good Governance Code of listed companies does not require so and neither does Article 39 of the Regulations of the Board of Directors. 65 RELATED-PARTY TRANSACTIONS AND INTRAGROUP TRANSACTIONS D.1 Explain, where applicable, the procedure and competent bodies for approving related-party and intragroup transactions, indicating the entity’s criteria and internal general rules governing the obligations of abstention of the affected directors or shareholders and detailing the internal reporting and periodic monitoring procedures set by the company in relation to related transactions whose approval has been delegated by the Board of Directors. Article 8 of the Regulations of the Board of Directors attributes to the Company’s Board of Directors, among other functions, the approval of transactions performed by the Company or Group companies with major shareholders or shareholders represented in the Board of Directors of the Company or of other Group companies, or with persons related to it, after a favourable report from the Audit Committee, and with the abstention of the affected directors, except for exempt cases set out in the legislation in force. In this sense, the Board of Directors, after a favourable report from the Audit Committee, will be in charge of approving the related transactions whose amounts or values are not equal to or higher than 10% of total asset items according to the last annual consolidated balance sheet approved by the Company. In addition, the Company’s General Shareholders’ Meeting will be in charge of approving, after a report from the Audit Committee, the related transactions whose amounts or values are not equal to or higher than 10% of total asset items according to the last annual consolidated balance sheet approved by the Company, pursuant to Article 529(22) of Companies Act. Moreover, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries. This agreement incorporates the general framework that governs the relations between the Company and its subsidiaries, and group of companies under the parent company Acek Desarrollo y Gestión Industrial, S.L. The protocol sets forth the principles that must be observed by all related-party transactions. D.2 Detail on a specific basis the transactions that are significant in terms of amount or subject matter, as performed between the company or its subsidiaries and the shareholders owning 10% or more of voting rights or represented at the company’s board of directors, indicating the competent body for approval thereof and whether any affected shareholder or director has abstained. If the competent body is the shareholders’ meeting, indicate whether the proposed resolution was approved by the board without the D 66 unfavourable vote of the majority of independent directors: Individual or company name of shareholder of any of its subsidiaries % Holding Individual or company name of the company or subsidiary Nature of the relationship Type of transaction and other information required for assessment purposes Amount (thousa nds of euros) Approving body Identificatio n of the abstaining significant shareholder or director The proposal made to the shareholders’ meeting, as applicable, was approved by the board without the favourable vote of the majority of independent directors Acek Desarrollo y Gestión Industrial, S.L. 72.97 Acek Desarrollo y Gestión Industrial, S.L. Contractual Services received 10,933 Board of Directors Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera N/A Acek Desarrollo y Gestión Industrial, S.L. 72.97 Acek Desarrollo y Gestión Industrial, S.L. Contractual Unpaid interest due 1,018 Board of Directors Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera N/A Acek Desarrollo y Gestión Industrial, S.L. 72.97 Grupo Holding Gonvarri, S.L. Contractual Purchase of goods, whether finished or not 1,396,43 5 Board of Directors Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera N/A Acek Desarrollo y Gestión Industrial, S.L. 72.97 Grupo Holding Gonvarri, S.L. Contractual Sale of goods, whether finished or not 179,666 Board of Directors Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera N/A Acek Desarrollo y Gestión Industrial, 72.97 Grupo Holding Gonvarri, S.L. Contractual Services received 8,249 Board of Directors Mr. Francisco José Riberas N/A 67 S.L. Mera and Mr. Juan María Riberas Mera Acek Desarrollo y Gestión Industrial, S.L. 72.97 Grupo Holding Gonvarri, S.L. Contractual Service provision 2,393 Board of Directors Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera N/A Acek Desarrollo y Gestión Industrial, S.L. 72.97 Grupo Holding Gonvarri, S.L. Contractual Unpaid interest due 3,642 Board of Directors Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera N/A Acek Desarrollo y Gestión Industrial, S.L. 72.97 Grupo Sideacero, S.L. Contractual Sale of goods, whether finished or not 297,334 Board of Directors Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera N/A Acek Desarrollo y Gestión Industrial, S.L. 72.97 Inmobiliaria Acek, S.L. Contractual Services received 1,000 Board of Directors Mr. Francisco José Riberas Mera and Mr. Juan María Riberas Mera N/A Remarks D.3 Detail on a specific basis the transactions that are significant in terms of amount or subject matter, as performed by the company or its subsidiaries with the company’s directors or executives, including those transactions performed with entities controlled or jointly controlled by the director or executive, indicating the competent body for approval thereof and whether any affected shareholder or director has abstained. If the competent body is the shareholders’ meeting, indicate whether the proposed resolution was approved by the board without the unfavourable vote of the majority of independent directors: 68 Individual or company name of the directors or executives or its controlled or jointly controlled entities Individual or company name of the company or subsidiary Relation Nature of transaction and other information required for assessment purposes Amount (thousands of euros) Approving body Identification of the abstaining shareholder or director The proposal made to the shareholders’ meeting, as applicable, was approved by the board without the favourable vote of the majority of independent directors Mr. Francisco López Peña N/A Loan Financing agreements: Loans. 3000 Board of Directors Mr. Francisco López Peña N/A Remarks D.4 Detail on a specific basis the intra-group transactions that are significant in terms of amount or subject matter, as performed by the company or its parent company or other entities belonging to the parent company’s group, including the subsidiaries of the listed company, unless no other related party of the listed company has an interest on those subsidiaries or the latter are direct or indirect full investees of the listed company. In any case, report any intragroup transaction carried out with entities established in countries or territories considered to be tax havens: Name of entity within the group Brief description of the transaction and other information required for assessment purposes Amount (thousands of euros) Remarks D.5 Give details of any significant transactions carried out between the company or entities in its group and other related parties that have not been disclosed under the previous headings. Company name of related party Brief description of the transaction and other information required for assessment purposes Amount (thousands of euros) Remarks 69 D.6 Describe the mechanisms used to detect, determine and resolve potential conflicts of interest between the company and/or its group, and its directors, executives, or significant shareholders or other related parties. Article 22 of the 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, apart from the communication that the directors may send to the Company, as applicable, in the event of a conflict of interests, the directors are required to make a statement indicating the existence of any conflict with the Company’s interests upon preparation of the financial statements and the semi-annual financial information by the Board of Directors. Furthermore, Articles 21, 24, 25 and 26 of the Regulations the Board of Directors govern the duties of the directors as regards their duty of abstention, non-competence, the use of non-public information and of company assets and the benefiting of business opportunities. Furthermore, those articles govern the Company's system of exemption, which shall be agreed at the General Shareholders’ Meeting or by the Board of Directors, as appropriate, under the provisions set out in the Companies Act, the articles of association or in the Regulations of the Board of Directors of the Company. Senior executives, as set forth in Article 11 of the Internal Code of Conduct for the Securities Markets, shall act at all times with loyalty towards the Company, refraining from participating in or influencing decision making as to the matters in which they are affected by a conflict of interests, and they shall not have access to the confidential information affecting such conflict. Finally, with respect to the significant shareholder and as mentioned in section D.1., on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries, which sets forth the principles that should govern all related-party transactions. D.7 Indicate if the company is controlled by another entity in the sense of Article 42 of the Code of Commerce, whether listed or not, and has, directly or through subsidiaries, business relations with said entity or any of its subsidiaries (different from those of the listed company) or undertakes activities related to any of them. Yes ☒ No □ Indicate if it has publicly and specifically informed of the respective areas of activity and possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries: Yes ☒ No □ 70 Report on the respective areas of activity and the possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries, and state where these aspects have been publicly disclosed As indicated in section D.2 of the report, during financial year 2021, the Acek Group has had the following business relations with the Gestamp Group: (a) Relations with Acek, holding company of the Acek Group, and subsidiaries of the Acek Group relating to:  Supplies and centralised services provided by Acek to the Group: consolidated accounting services, centralised negotiating and formalisation of insurance, centralised negotiating and formalisation of IT licences.  Provision of corporate management support services by the Group to Acek.  The business relations of the Group with the Acek Renovables Group consist in the supply of renewable energy by the subsidiaries of the Acek Renovables Group to the Group’s companies for their operations. (b) Relations with Holding Gonvarri, S.L., and its subsidiaries (“Gonvarri Group”). The Gonvarri Group is a subgroup of the Acek Group, which manufactures, transforms and trades metal products; it has steel service centres (cutting and coating of sheet steel and its supply for industrial services) and it manufactures renewable energy structures (such as wind turbine shafts, infrastructures for photovoltaic farms and solar thermal plant elements). The Group's companies have business relations with different subsidiaries of the Gonvarri Group, the activity of which is the steel service, and the Gonvarri Group is their entrusted steel service centre. As such, the Gonvarri Group acts not only as a provider of steel cutting and coating services, but also as a provider of said steel, which it acquires from the corresponding producer. In addition, the Group has leased (as lessee) certain assets to carry out its activities. (c) Relations with Inmobiliaria Acek, S.L., and its subsidiaries (“Inmobiliaria Acek Group”). Subgroup of the Acek Group dedicated to real estate activity. The Group has leased (as lessor) corporate offices owned by Inmobiliaria Acek Group. (d) Relations with Sideacero, S.L., and its subsidiaries (“Sideacero Group”): A subgroup that imports, exports, buys, sells and acts as broker, on its own behalf or on behalf of third parties, regarding ferrous and non-ferrous products, steel materials, and recoverable material and waste. The business relations of the Group with the Sideacero Group consist of the provision of scrap metal management services by the subsidiaries of the Sideacero Group to the Group's companies. 71 Identify the mechanisms established to resolve possible conflicts of interest between the listed parent company and the other companies of the group: Mechanisms to resolve possible conflicts of interests As referred to in section D.1 of this report, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L., and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A., and its Subsidiaries. This agreement incorporates the general framework that governs the relations between the Company, its subsidiaries, and its related parties, particularly with the group of companies under the parent company Acek Desarrollo y Gestión Industrial, S.L. The protocol sets forth the principles that must be observed by all related-party transactions. In addition, the Board of Directors, after a favourable report from the Audit Committee, will be in charge of approving the related transactions whose amounts or values are not equal to or higher than 10% of total asset items according to the last annual consolidated balance sheet approved by the Company. In addition, the Company’s General Shareholders’ Meeting will be in charge of approving, after a report from the Audit Committee, the related transactions whose amounts or values are not equal to or higher than 10% of total asset items according to the last annual consolidated balance sheet approved by the Company, pursuant to Article 529(22) of Companies Act. RISK CONTROL AND MANAGEMENT SYSTEMS E.1 Explain the scope of the company’s financial and non-financial risks management system, including the system for managing tax risks. The Group operates in multiple countries, markets and regulatory, political and socio-economic environments and is therefore exposed to different types of risks (strategic, operating, financial, compliance and reporting risks), which may affect its performance and must therefore be mitigated in the most effective way possible, thus enabling to generate value in a sustainable manner, protect the interests of our shareholders and stakeholders and, ultimately, achieve our strategic objectives. In this sense, the Group has a Comprehensive Risk Management System Policy (hereinafter “CRMS”) at a corporate level to ensure that the financial and non-financial risks that may impair the achievement of the Group’s strategies and goals are identified, analysed, assessed, managed and controlled systematically, with homogeneous criteria and within the risk levels accepted by the Company’s Board of Directors. Financial or economic risks include, among others, contingent liabilities and other off-balance sheet risks. In addition, non-financial risks include, among others, operating, technological, environmental, legal, social, political, reputational and compliance risks (including tax risks and those related to corruption). This CRMS, which the Group continued to develop and evolve in 2021, 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 the strategy and its business goals) and E 72 on 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, systematic and uniform management, the Group established the Comprehensive Risk Management System Policy (hereinafter “CRMS Policy”), the implementation of which extends to all companies belonging to the Group. Its scope covers all activities, processes, projects and business lines, as well as all geographical areas in which it operates. The effective CRMS Policy, approved by the Board of Directors on 6 May 2021, covers the organisation, procedures and resources available to the Group to deal with uncertainty effectively and reasonably and effectively manage the risks to which it is exposed and the opportunities associated to them, thus making risk management an intrinsic part of the organisation’s decision-making processes in terms of both the governance and administrative bodies and the management of operations. The policy: (i) identifies different types of risks and CRMS components, (ii) details the basic principles and guidelines and the general framework for action that must be observed in risk management and control, (iii) specifies the bodies in charge of ensuring that the internal control and risk management systems operate properly, together with their roles and responsibilities, and (iv) defines the level of risk deemed acceptable. The Group also has a CRMS Corporate Procedure approved by the Operational Risk Committee (hereinafter, “ORC”) on 19 November 2018. This procedure sets the basic guidelines for the identification, assessment, management, response, follow-up and communication of different risks from each organisational area, thus allowing to manage reasonably the risks to which the Group is exposed. The Group has a Corporate Risk Map, which is set as a key element of the CRMS providing an overall picture of the relevant risks of the Group itself, based on uniform criteria, thus facilitating early identification of any events that could generate them and enabling anticipatory action aimed at preventing or, in the event of occurrence, minimising them. The Corporate Risk Map is updated at least once a year considering the organisation’s external and internal context, so that it may respond to the Group’s current situation and continue to be a management tool enabling effective and informed decision making. The last update took place in November 2021 and was submitted to the Audit Committee for supervision and evaluation. The Corporate Risk Map will be submitted for the approval by the Board of Directors in its next meeting. Risk management in Gestamp is not a function or department, it’s the culture, capacity and mechanisms to manage risks and create value that is integrated with the vision of the Group, and in all the organisation’s processes and activities. Thus, it should be noted that, in addition to corporate risk management, each of the Group’s areas carries out more fragmented risk management through its corresponding managers and forms part of the decision-making process at all levels. The work carried out by these managers is included in the Corporate Risk Map through the involvement of the members of the ORC, which is made up of top-level executives, representatives of the Group’s Divisions, Business Units and Corporate 73 Departments. The commitment of all the parties involved in risk management ensures that it remains applicable and updated, guaranteeing an efficient and adequate use of control mechanisms in order to mitigate the impact of identified risk events should they occur. E.2 Identify the decision-making bodies of the company responsible for preparing and implementing the financial and non-financial risk management system, including the system for managing tax risks. The CRMS is a process led by the Company’s Board of Directors and Senior Management and is the responsibility of each and every member within the Group. It is designed to provide reasonable assurance when achieving the Group’s strategic goals, defending the interests and reputation of the Group, as well as the interests of shareholders, clients and other stakeholders and guaranteeing the business stability and financial strength in a sustainable manner over time. Although the CRMS is a process that affects and involves all of the Group’s personnel, in accordance with the CRMS Policy approved by the Board of Directors, those entrusted with ensuring its smooth running and its functions are the following:  The Board of Directors. It is responsible for approving the CRMS Policy, as well as establishing the acceptable level of risk, and regularly monitoring internal information and control systems to ensure that they are consistent with the Group’s strategy.  Audit Committee. It is responsible for periodically supervising, assessing and reviewing the efficacy of internal control and financial and non-financial risk management systems, so that the main risks are adequately identified, managed and reported, receiving support in this supervision task from the Internal Audit and Risk Management Department. In supervising non-financial risks, the Audit Committee also has the support of the Sustainability Committee. In particular, the Audit Committee fosters a culture in which risk is a factor that is taken into account in all decisions and at all levels within the organisation, supervises the operation of the Risk Committees and the Internal Audit and Risk Management Department, evaluates whether the Group has the proper policies and processes to identify and control its main risks, and makes an annual reassessment of the most significant risks included in the risk map, which will include the identification and understanding of emerging risks and the evaluation of the risk level set.  The Risk Committees. In addition to other committees set up at the level of the different organisational units to monitor specific risks (such as, among others, those associated with project management, information systems and regulatory compliance, including tax compliance), at corporate level there is the ORC and, at a higher level, the Executive Risk Committee (ERC), made up of top- level executives, representatives of the Group's Divisions, Business Units and Corporate Departments. It is responsible for supporting the Board of Directors, the Audit Committee and the Sustainability Committee in their 74 functions in relation with the control and management of risk. They are responsible for (i) ensuring the proper operation of the CRMS, (ii) identifying, quantifying and managing the most significant risks that have an impact on their respective areas and the Group, (iii) approving the plans and actions required to respond to identified risks, ensuring that they are aligned with the acceptable risk appetite, (v) reviewing the Risk Map, and (vi) defining the risk management strategy as instructed by the Audit Committee.  Specific Risk Officers. Their key responsibilities involve identifying and monitoring risks under their responsibility area, reviewing the effectiveness of controls, overseeing action plans and collaborating on risks identification, assessment and update.  The Internal Audit and Risk Management Department. In accordance with the rules governing the department, approved by the Audit Committee, the Internal Audit Department is responsible for coordinating the Group's risk management, among other things. In performing such function, the CRMS Policy establishes the following basic responsibilities carried out under the supervision of the Audit Committee:  ensure that risk control and management systems are functioning correctly and, specifically, that major risks the Group is exposed to are correctly identified, managed and quantified;  actively participate in the preparation of the risk strategy and in key decisions regarding their management;  ensure that risk control and management systems are mitigating risks effectively in accordance with the CRMS Policy;  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 organisational structure, the Internal Audit and Risk Management Department reports in a functional and direct manner to the Audit Committee, which guarantees due autonomy and independence in its functions and in the responsible supervision of the risk control and management system. E.3 State the main financial and non-financial risks, including tax risks and –if material– those arising from corruption (the latter being understood under the scope of Royal Decree Law 18/2017), which may affect the achievement of the business objectives. The Group defines risk as any potential internal or external event that may negatively affect the achievement of the objectives regarding the various Group processes and, therefore, the materialisation of its strategic objectives, its methods or its reputation. Given the nature of the sector and the geographical areas in which operates, the Group is exposed to various risks that could impede the attainment of its objectives and the successful execution of its strategies. The process of identifying and assessing the risks affecting the Group mainly took into account the following risk factors, for which the Group has put in place monitoring and response plans and measures: 75  Operational Risks. Those related with potential losses or a reduction in activity due to inadequacies or failures in operations, systems, resources or processes: o People’s health and safety due to the characteristics of the activities carried out at our plants or other external factors, such as pandemics. o Be a cause of disruption of the supply chain of our customers due to various internal or external factors including:  supply problems concerning our suppliers, both in relation to quality and term,  prolonged breakdown of machinery, tools or plants,  other factors that occur without warning (such as meteorological disasters, earthquakes, floods, pandemics, etc.). o Volatility and stress regarding the supply of raw materials and energy. o Incidents linked to the quality of our products, with potential impact on cost, liability and reputation. o Difficulties in hiring or retaining key staff, which is defined as executive staff in strategic positions, as well as highly qualified staff that are a valuable asset to the Group. o Variances in the profitability of projects that could potentially occur during the launch as well as during the last phase of production. o Security of computer applications and cyberattacks. o Uncertainty regarding vehicle sales volume forecasts and the ability to adapt to declines in those volumes. During the health crisis driven by COVID-19, a higher number of operating risks was identified, more specifically in relation to people’s health, the supply chain, information security and the uncertainty regarding expected volumes.  Strategic Risks. Those that may arise as a consequence of choosing a specific strategy, as well as those of an external or internal nature that may significantly affect the attainment of objectives, the reputation and/or vision of the Group in the long term. Included within this category of risks are those that originate from changes in the competitive environment of the Group and in the positioning of the products offered by Gestamp, in the situation of the country (political, economic and social), as well as all those related to Corporate Governance and business ethics. These include: o Political and economic instability in the different countries where the Group operates. o Concentrating the business on a specific number of customers. The automotive sector is highly concentrated on a limited number of customers. o Environmental, social and governance risks; 76 In relation climate change, as an integral part of the automotive sector, we believe that our environmental impact must be analysed from the perspective of a vehicle’s life-cycle beyond the direct impact generated purely in the manufacturing process. Moreover, our stakeholders are increasingly committed to climate change, including OEMs, which have raised their demands on the supply chain in this regard. o Technological change and innovation. o Group progress towards data-driven management through the 4.0 industry and the digitalisation of business processes.  Reporting risks. Those related with the reliability in the preparation, collection and presentation of financial and non-financial information, both internal as well as external, relevant to the Group. For more information see section F.  Compliance Risks. Those related with the strict observance of legislation and regulations (external and internal), including tax- related, that affects the Group in the different markets and geographical areas in which it operates. They include, among others, the risks associated with the criminal liability of legal entities, the impact of corruption in the different countries where the Group operates and unethical or irregular conduct. This category also includes risks arising from potential legislative and regulatory changes and the Group’s capacity to anticipate and react to them.  Financial Risks. These include financial market risks, as well as contingent liabilities and other off-balance risks. The main risks in this scope to which the Group is exposed are the variations in: o exchange rates arising from the performance of our activity in an international context, o interest rates, and o the price of raw materials. E.4 Identify whether the entity has a risk tolerance level, including one for tax risk. The Group, in delivering its vision "to be the automotive supplier most renowned for its ability to adapt business in order to create value for the client, while maintaining sustainable economic and social development" assumes a prudent level of risk, seeking the right balance between value creation in a recurring and continuous manner, to optimise opportunities and keep acceptable levels of risk. In this regard, the level of risk tolerance, including tax risks, is defined at corporate level in the CRMS Policy, approved by the Company's Board of Directors, and sets out that all risks that jeopardise compliance with the Group's strategies and objectives are to be kept at an acceptable low risk level. At a specific level, risk management procedures define tolerance through specific indicators and thresholds. To update the Corporate Risk Map in 2021, the members of the ORC and ERC 77 became involved. The main objectives of this updating process were to identify possible emerging risks and to assess all of the risks in terms of impact, probability of occurrence and effectiveness of the controls established, in accordance, with the assessment scales approved on an annual basis in order to adapt to the strategy and changes in our business environment and which will continue to be reviewed at least once a year for the same purpose. These assessment scales cover the different aspects of risk impact (financial, operational, regulatory framework and reputation) and entail suitable levels that allow for a standardised risk assessment. These scales reflect the Group’s scarce risk appetite and low level of risk tolerance. E.5 State what financial and non-financial risks, including tax risks, have materialised during the financial year. The COVID-19 pandemic has created not only a healthcare crisis, but also an economic one. As such, the Group has launched and is implementing a comprehensive contingency plan to adapt to this situation, while placing the utmost focus on protecting people, contributing to society, serving clients and continuing to push the business forward. As regards the health and safety of people, since the beginning of 2020, the Group has implemented in all plants and offices a COVID-19 prevention protocol containing strict preventive measures aligned with both regulatory and client requirements. This has served as a guide for employees on how to act at all times in order to protect themselves and their families by preventing the spread of the virus and ensuring production. This pandemic had a material impact on sales due to the macroeconomic situation, which implied a fall in automobile production volumes at a global level. In this regard, the Group has managed the impact of these declines by implementing flexibility measures relating to costs and expense control. As to purchases, in 2021, volatility risks and stress in the raw material and energy supply chain occurred. In this sense, the Group designed a long-term energy purchase strategy at the different locations to ensure a stable power and gas supply in terms of volume and price and to manage to receive electric power from renewable sources. With regard to raw materials, most of the steel is purchased under “re-sale” agreements with customers, meaning that the automobile manufacturers regularly negotiate with the steel industry to reach the price at which the Group purchases the steel that is then used in the production of their automotive components. For the rest of the raw material supply, Gestamp negotiates the purchase prices with the steel suppliers once the agreements between the steel suppliers and the main car manufacturers are known, so that the agreements we reach are at least the same as those reached between them. In general, the CRMS, along with the risk control and management policies and systems that develop it, allow for quick and effective action to be taken on risks and for the establishment, where necessary, of suitable action plans. 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. 78 The Group has defined an CRMS that entails organisation, procedures and resources, making it possible to identify, measure, assess, prioritise, and respond to risks to which the Group is exposed. In this regard, two risk mitigation and response levels can be determined: global elements or activities that are part of the corporate risk management policy and other individual ones for each specific risk. The overall management actions and elements include the Group’s Code of Conduct, the work done by the Ethics Committee (which reports to the Board of Directors, ensuring compliance with the Code of Conduct), the Whistleblowing Hotline, and other mechanisms roughly outlined in the CRMS Policy. In terms of individual risk, the Group has response, management and oversight plans in place that match the characteristics of each specific risk. These plans are implemented at operational level and are constantly running on a daily basis. They are integrated into the systems and processes, thus ensuring that the operational activities performed are consistent with the Group’s targets and objectives. In this sense, the Group currently has various organisational units or departments that analyse, continuously monitor and provide a response in various areas specialised in risk management, including: Internal Control over Financial Reporting System (ICFRS), Human Resources, Regulatory Compliance, Insurance, Sustainability, Quality, Operations Control, Corporate Security, Information Systems, Occupational Hazards Prevention, Project Management, Communication, Commercial, Financial Management, and Development of Advanced Equipment. These units and departments form part of the Group’s CRMS and are represented on the Risk Committees. As regards the risks associated to COVID-19, the Board of Directors and the Management of the Group are constantly overseeing and monitoring the effects of the pandemic around the world, as well as both financial and non- financial risks identified as significant, so as to assess the impact that it may have on the evolution of business and to be able to implement appropriate measures to mitigate those risks. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO THE PROCESS OF ISSUING FINANCIAL REPORTS (ICFRS) Describe the mechanisms making up the risk control and management systems with respect to the process of issuing the entity’s financial information (ICFRS). F.1 Control environment at the entity Indicate at least the following, specifying the main features thereof: F.1.1. What bodies and/or functions are responsible for: (i) the existence and maintenance of an adequate and effective internal control over financial reporting system (ICFRS); (ii) the implementation thereof; and (iii) oversight thereof. The Board of Directors has the ultimate responsibility for the existence and maintenance of an adequate and effective Internal Control over Financial Reporting System (hereinafter ICFRS). For these purposes, Article 8, section F 79 3(a), of the Company’s Regulations of the Board of Directors establish as one of the non-delegable competences of this governing body the approval of the risk control and management policy, including tax risks, as well as the regular monitoring of the internal reporting and control systems. The Group has developed an ICFRS Policy, approved by the Board of Directors on 3 March 2017 and updated on 5 May 2021, in which the managerial responsibilities, instructions and the general outline of each ICFRS component are assigned (control environment, risk assessment, control activities, reporting and communication and oversight). This policy sets forth that the Board of Directors is responsible for the existence of a proper and effective ICFRS, a task that is performed through the Audit Committee, and Senior Management is in charge of designing, implementing and operating the ICFRS. They both rely on the ICFRS Function to perform these tasks and on the coordination of the Board of Directors’ secretary. Within the scope of these functions, the ICFRS Function fosters control awareness by promoting control requirement awareness at all organisational levels, all through ongoing monitoring and support in its work of the definition and maintenance of the documentation associated with the ICFRS, validating the design and effectiveness of the controls, and the implementation of the identified action plans. The oversight of the ICFRS is the responsibility of the Audit Committee. In this sense, Article 40, section 6.b), of the Regulations of the Board of Directors sets forth that the Audit Committee has, among others, the responsibility to supervise and evaluate the preparation, integrity and presentation of financial and non-financial information and of the financial and non-financial risk management and control systems relating to the Company and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements and the correct application of accounting principles, as well as to review internal risk management and control systems, including tax risks, from time to time. To this end, the Audit Committee relies on the Internal Audit Department, which has rules regulating the task of overseeing the effective functioning of the internal control system. F.1.2 Whether any of the following are in place, particularly as regards the financial information preparation process:  Departments and/or mechanisms in charge of: (i) the design and review of the organisational structure; (ii) clearly defining the lines of responsibility and authority, with an appropriate distribution of work and duties; and (iii) ensuring that there are sufficient procedures for the proper dissemination thereof at the entity. The Group’s Human Resources and Organisation Department and the Board of Directors, through its Executive Chairperson, are in charge of defining and modifying the organisational structure of the Group at a high level, with the monitoring of the Appointments and Remuneration Committee. In addition, the different organisational units have the autonomy to develop and propose changes in their respective organisational structures using the criteria 80 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 SAP HCM organisational management module, which is ultimately shown in the organisation charts published at 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. All this information is updated in the tool called Gescompliance, developed internally in 2019 (i) to support and speed up update, design assessment and control efficacy activities, and (ii) for each ICFRS control owner or controller to be aware of its periodic tasks and functions regarding ICFRS.  Code of conduct, body that approves it, degree of dissemination and instruction, principles and values included (indicating whether the recording of transactions and the preparation of financial information are specifically mentioned), body in charge of reviewing breaches and of proposing corrective actions and penalties. Since 2011, the Group has had a Code of Conduct which sets out the standards of ethical conduct that the Group requires from all of its employees, which is available on the Company’s website. In 2018 the Board of Directors approved the last update of the Code of Conduct to date. In 2018, replicating the action for the initial launch in 2011, the Group implemented a dissemination plan in relation to the new Code of Conduct among employees in all jurisdictions, who were also asked to confirm receipt and read it. In addition, as part of the plan to welcome new Group employees, a copy of the Code of Conduct is provided and their adhesion is requested. Regarding training, all Group employees and members of the Board of Directors must have carried out, at least once, the introduction course on the Code of Conduct, which may be taken in one of the following ways:  Online training. 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 81 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 acknowledgement from the employee or member of the Board of Directors that they have carried out the training on the Code of Conduct; with regards to face-to-face training, this documentation will consist of physical acknowledgement of receipt signed by the employee and which is filed away by the plants; and with regards to online training, the system itself requests confirmation from the user that they have carried out the course on the Code of Conduct. In addition, on an annual basis, an external company will perform an audit to check, by interviewing a representative percentage of the staff at each Group 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 2020 and 2021, it was not possible to carry out this external audit due to COVID-19 restrictions. A new alternative formula is being considered to make this analysis consistent with the current situation of the pandemic. In relation to the financial information, there is a section in the Code on "Integrity towards our shareholders and business partners", which establishes that acting responsibly and with transparency goes hand in hand with protecting value. All employees create value for the shareholders when they put the company's interests first, when they ensure that business records are accurate and when they properly protect the company's resources, its information and assets. More specifically, this section includes a rule corresponding to "Information management", which explicitly indicates that the honest, accurate and objective collection and presentation of information, whether financial or of any other kind, is essential for the Group. Therefore, an employee of the Group:  Must not falsify any kind of information, whether financial or any other kind.  Must not deliberately enter any false or misleading data into any report, record, file or expenses claims.  Must not accept contractual obligations on behalf of the Company if exceeding the authority granted to them.  Must fully cooperate with auditors, ensuring the accuracy of the information provided. The Ethics Committee is the body responsible for analysing non-compliances of the Code of Conduct, studying complaints and proposing remedial actions and sanctions. Its duties and governance are set out in the Regulations of the Ethics Committee. Members of senior management and an external advisor make up the Committee. It reports directly to the Board of Directors through the Audit Committee.  Whistleblowing channel that makes it possible to report any irregularities of a financial or accounting nature to the audit committee, as well as any possible breach of the code of conduct and irregular activities at the organisation, specifying, if appropriate, whether it is confidential and, if possible, allowing to make anonymous communications, 82 respecting the rights of those reporting or being reported. The Group has a whistleblowing channel with the following communication channels that guarantee the confidentiality of the process and the rights of those reporting in good faith and those being reported.  Compliance Office mailbox. Corporate email address managed directly by the Compliance Office.  SpeakUp line. A complaints channel managed by an external company has been available since December 2016. Such communication may take place via telephone, web form or email. It is available at all times in all the languages of the Group. Communications are managed through the Compliance Office.  Human Resources Managers (Delegates). There is the possibility of reporting through the Delegates, who report the submitted complaints to the Compliance Office. Both the Compliance Office mailbox and the SpeakUp line are available at the Group’s intranet and website. The Ethics Committee Regulations establish the indemnity of people who report acts in good faith and safeguards the honour and presumed innocence of any employee amid malicious or unfounded reports. The Group’s Whistleblowing Channel allows reporting any kind of non- compliance with the Code of Conduct, including irregularities of a financial and accounting nature, and any irregular activity that could take place within the Group. The Audit Committee receives a periodic report on the complaints made through the Reporting Channel, the investigations carried out and, where appropriate, the measures adopted. In 2021, a total of 107 communications were received in relation to alleged infringements of Gestamp’s Code of Conduct. A total of 14 reports were received through the Delegates, 25 directly through the Compliance Office mailbox and 68 through the Speak Up Line. None of these were related to the ICFRS.  Regular training and update programmes for personnel involved in the preparation and review of financial information, as well as in the evaluation of the ICFRS, covering at least accounting standards, auditing, internal control, and risk management. In 2021, Gestamp offered (through its “Corporate University”) 3,150 hours of economic-financial training to 360 students. As part of the training offer, there are technical training actions aimed at the business, as well as specific training and refresher programmes on regulatory developments regarding the preparation and oversight of financial reporting, and also regarding the ICFRS. Every year the Training & Development corporate department prepares a training plan in cooperation with each area, which includes the different training actions aimed at members of the Group’s Financial Management area, as well as the teams and those in charge of the financial areas in each country and Group organisation unit. The Gestamp Corporate University offer to Group employees is channelled through its online campus (Gestamp Global Learning) and GTI (Gestamp 83 Technology Institute), an in-person training centre. Through the online campus, economic-financial training was offered to 194 students for a total of 1,224 hours. In addition, due to COVID-19 restrictions, different webinars were offered using the Teams tool for a total of 1,926 hours, with 166 attendants. The contents mainly used to train Group staff involved in financial reporting processes throughout 2021 were finance, investment project assessment, management and financial accounting, financial statements analysis, with an average duration of 12 hours per training session. In addition, different corporate teams offered other 954 training hours to 80 people from the financial areas in relation to the management and operation of IT processes and applications used in preparing the financial information. With respect to training on the use of the Gescompliance tool, which keeps updated ICFRS documentation and performs efficacy assessments and control design, the ICFRS Function offered other 300 hours of training to 300 users. In addition, the staff involved in assessing ICFRS is refreshed in relation to risk management and internal control news, especially in relation to financial reporting. In 2021 they attended different training sessions offered by external specialists for a total of 80 hours. F.2 Risk assessment of financial information Indicate at least the following: F.2.1. What are the main features of the risk identification process, including the process of identifying the risks of error or fraud, with regards to:  Whether the process exists and is documented. The Group bases its process to identify error or fraud risks in financial information on the COSO framework (Committee of Sponsoring Organizations for the Commission of the Treadway Commission), implementing practices aimed at designing and maintaining an internal control system that provides reasonable assurance with regard to the reliability of the regulated financial information. As referred to in section F.1.1, the Group has an ICFRS Policy that comprises, among other matters, the ICFRS description, objectives, roles and responsibilities, the methodology for implementing the system for internal control over financial reporting and also the process to identify error or fraud risks in financial reporting. Based on this methodology, the scope matrix of the ICFRS was defined. The scope matrix for the ICFRS, which is updated on an annual basis, after the consolidated financial statements have been prepared, aims to identify the accounts and disclosures that have significant associated risks and which could have a potential material impact on financial reporting. It also establishes the processes to review regarding its design and effectiveness in each country where the Group operates. During financial year 2021, the Group identified the financial reporting risks by analysing the information contained in the Group’s audited consolidated 84 financial statements at 31 December 2020, selecting the most relevant accounts and significant disclosures according to quantitative criteria and risks. The 2021 ICFRS scope matrix was approved by the Audit Committee on 5 May 2021.  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 Executive Chairperson, the Group’s Legal Director, the Tax Consultancy Director and the Financial Management hold meetings as the Finance and Tax Committee, where they address issues relating to, among others, the impact of purchases or disposals made by companies in which the Company has direct or indirect interests, as well as the changes in those interests. Similarly, the Committee identifies the need to undertake specific corporate operations, such as incorporations, mergers, divisions or the winding-up of companies that form part of the Group. The conclusions approved by the Finance and Tax Committee in the area of company acquisitions and disposals or the performance of company operations are initially compiled by the Group’s Legal Department, which is in charge of drawing up the legal documentation required. In addition, Gestamp Group’s Legal Department validates, registers and, in the case of physical securities, has the custody of the securities representing interests in the share capital of the companies in which Gestamp Group has an interest and, in particular, in which the consolidation scope is determined. Additionally, the Legal Department informs the Consolidation Team of any company acquisition or disposal, as well as any interest in them, and any corporate operation that may affect the scope of consolidation. This is done at least on the date on which such operation becomes effective. Based on the information received by the Finance and Tax Committee and by the Legal Department, the Department Responsible for Consolidation in the Group's Economic-Finance Department updates the scope of consolidation on the consolidation application used by the company. Furthermore, on a quarterly basis, this information is compared with that contained in the consolidation reporting package that each Group company sends to carry out the quarterly consolidation.  The process takes into account the effects of other types of risks (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they 85 affect the financial statements. As mentioned in section E.1., the Group has a CRMS Policy that is aimed at establishing the basic principles, guidelines and the general framework for action to ensure that the risks that may affect the implementation of the Group’s strategies and goals are identified, analysed, assessed, managed and controlled systematically, with homogeneous criteria and within the risk levels accepted by the Group itself. The CRMS Policy is inspired in the following reference frameworks:  The COSO ERM model, risk management reference framework generally accepted in the market.  The good practices mentioned in the Good Governance Code of listed companies and the CNMV Technical Guide 3/2017 on Audit Committees of Public Interest Entities. This Policy, containing five financial and non-financial risk categories (strategic, operational, reporting, compliance and financial), is applicable to all Group companies. Reporting risks include those related to the reliability in the preparation, collection and presentation of financial and non-financial information, both internal and external, that is material 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, including, among others, operational, technological, financial, legal, tax, environmental, social, political and reputational risks, as well as those related to corruption, also including contingent liabilities and other off-balance sheet risks as part of financial risks. Following the update of the Risk Map, which is analysed every year, it is verified that the risks that could have an impact on the financial information drafting processes or on the reliability of it are provided for in the ICFRS model. This is done to analyse the need to include additional processes or controls in said model and/or in the matrix scope for the following financial year.  What governance body of the entity supervises the process. Responsibility for the oversight of the ICFRS effectiveness and the SIGR lie with the Audit Committee through the Internal Audit Management, as established in Article 40 of the Regulations of the Company’s Board of Directors. As stated in the previous sections, the Audit Committee approved the ICFRS scope matrix on 5 May 2021 as a way of supervising the risk evaluation process. F.3 Control activities Indicate whether at least the following are in place and describe their main features: F.3.1. Procedures for review and authorisation of financial information, and description of the ICFRS to be published in the securities market, indicating the persons or divisions responsible therefor, as well as documentation describing the flows of activities and controls (including those relating to risk of fraud) of the various 86 types of transactions that could materially affect the financial statements, including the closing process and the specific review of significant judgements, estimates, assessments, and projections. The Group performs regular reviews of the financial reports drawn up and also of the description of the ICFRS in accordance with different levels of responsibility, which aim at ensuring the quality of the information. The Group’s Economic-Finance Department draws up consolidated financial statements on a quarterly basis (consolidated accounts and interim financial statements) and submits them for review by the Executive Chairperson, who then proceeds to approve them. The quarterly authorisation and review procedures, as well as the annual preparation, ends up with the submission to the Audit Committee by the Financial Management and, ultimately, the approval by the Board of Directors. In 2021 and pursuant to the ICFRS scope matrix, the ICFRS Function continued to update and define the risk and control matrix, which includes the business processes identified as key and material in preparing financial information in all the countries in which the Group operates, the definition of the control matrix at an entity level, and control efficacy self-assessment. 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 accounting closing, reporting and consolidation processes, as well as all of those that are affected by significant judgements, estimates, assessments, and projections. The documentation in each of the processes comprises:  Descriptions of each subprocess associated with each process.  Breakdown of the information systems that impact the subprocesses.  Breakdown of the organisational structures.  Description of the significant risks involved in financial reporting (including those relating to the risk of fraud) and also others (operational and/or regarding compliance) associated with the different subprocesses and control objectives.  Detailed description of the key and non-key controls that mitigate each of the risks identified.  Results of the internal control design evaluation conducted by the ICFRS Function, identifying the best opportunities and establishing the action plans, persons responsible and the corresponding implementation deadline. For each control, the following have been identified:  Organisational structures and/or functions of positions in charge of each key and non-key controls identified, as well as identifying other departments affected, where appropriate.  Owner in charge of each control.  Frequency of the controls. 87  Level of automation of the controls.  Type of control: preventive or detective.  Risks to mitigate.  Association regarding the objectives of the financial information and the prevention/detection of fraud.  Information systems involved in the control.  Supporting evidence regarding the controls. The Group launched 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. For that purpose, among other measures, as mentioned in section F.1.2, in 2019, the Group implemented in all Group plants and countries where risk and control matrixes had already been defined a specific tool developed internally, Gescompliance, which allows making a continuous process for the update, assessment and oversight of the correct ICFRS operation, ensuring its reasonable reliability under a single centralised environment. This tool contributes to strengthening the internal control at all levels of the organisation, facilitating the effectiveness evaluation process and the control designs, as well as monitoring the action plans. In 2021, key controls were self-assessed by their owners and supervisors in all companies and countries included in the 2021 ICFRS scope matrix. With regard to significant judgements, estimates and projections, it is the Group’s Economic-Finance Department or the Controlling Division 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), the information provided by specialists external to the Group is also used. The most significant judgements, estimates and projections are validated prior to the process for approval of the consolidated financial statements. F.3.2. Policies and procedures of internal control over reporting systems (including, among others, security of access, control of changes, operation thereof, operational continuity, and segregation of duties) that provide support for the significant processes of the entity in connection with the preparation and publication of financial information. The Group has internal control policies and procedures on the information systems supporting the relevant processes, including the preparation and review process for financial reporting. In the process to identify technological risks that may affect the confidentiality, integrity and availability of financial information, the Group identifies what systems and applications are relevant in each of the areas or processes considered significant. The systems and applications identified include both those that are directly used to prepare the financial information 88 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 Group has a road map of the most relevant applications, including those with the objective of processing financial information.  Only authorised staff have access to the reporting systems using robust authentication mechanisms. In addition, access to information is limited according to the roles assigned to each user. In relation to this, system accessibility is determined by identity management. A feature is currently being rolled out which, by means of an automatic approval flow, enables managers of each system to receive access requests and, in turn, review and approve them.  The actions performed by users are registered and monitored by people authorised in accordance with operating procedures.  Periodic review processes are performed on users with access to data, as well as a review of privileged users.  There are alternative communication systems that guarantee the continuity of operations.  Backups of the information are carried out regularly, which are stored in safe locations, and trial restorations thereof are carried out.  The incident management system is aimed at resolving any type of problem that may arise in the business processes.  There is a software development methodology and different environments with the aim of ensuring that any changes in the information systems are appropriately authorised and tested.  Critical business processes have different organisational and technological solutions which ensure the continuity of the information systems. Every year, the financial system recovery plan is tested, identifying the improvement aspects that are included in the plan updates. The controls on the information technology implemented in the area of financial systems are validates every year in order to ensure their effectiveness. Any incidents identified are evaluated and the appropriate measures adopted to correct them in the time and manner established. F.3.3. Internal control policies and procedures designed to supervise the management of activities outsourced to third parties, as well as those aspects of assessment, calculation, or valuation entrusted to independent experts, which may materially affect the accounts. The Group does not usually have activities outsourced to third parties which may materially affect the financial statements. In any case, when the Group outsources certain work to third parties, it ensures the subcontracted company has the technical skills required, independence, 89 competence and solvency. In financial year 2021, 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 calculations, although they did not have a material effect on the financial information. This activity was performed by a prestigious firm that was validated as having the necessary competences by personnel in the Group and supervised by Management, which verified the key assumptions used by the external party, along with the reasonableness of the conclusions. F.4 Information and communication Indicate whether at least the following are in place and describe their main features: F.4.1. A specific function charged with defining and updating accounting policies (accounting policy area or department) and with resolving questions or conflicts arising from the interpretation thereof, maintaining fluid communications with those responsible for operations at the organisation, as well as an updated accounting policy manual that has been communicated to the units through which the entity operates. Within the Group's Economic-Finance Department, there is Department Responsible for Consolidation (hereinafter, “Consolidation Team”). The functions assigned to said team, specifically established in the Group's Criteria and Accounting Policies Manual, include a team update, which must be undertaken at least once per year. This Manual includes the main policies applicable to the Group's operations, as well as the criteria that are to be followed by those in charge of recording the financial information, examples of its application and the chart of accounts for consolidation. The last update was in November 2021. 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 different channels: communications from the ICAC (the Spanish Accounting and Auditing Institute) (for modifications to the Spanish National Chart of Accounts, the IFRS or the IAS), by reviewing information alerts sent by the external auditor, tax updates it receives from the tax advisor or through 90 participation in training sessions given by prestigious companies. In order to keep all persons in charge of recording financial information throughout the Group informed of any possible modifications that arise in the Criteria and Accounting Policies Manual, the Consolidation Team informs them specifically about any new standard that should be applied and sends such Manual on an annual basis along with the closing consolidation reporting package. F.4.2. Mechanisms to capture and prepare financial information with standardised formats, to be applied and used by all units of the entity or the group, supporting the principal accounts and the notes thereto, as well as the information provided on the internal control over financial reporting system. All Group companies report the financial information in a consolidation reporting package 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 contained in the report disclosures, 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 SCIIF Function in coordination with the departments involved. This description is formally validated by these Departments. This process concludes with the approval of the Annual Corporate Governance Report as a whole by the Board of Governors, F.5 Supervision of the operation of the system Indicate and describe the main features of at least the following: F.5.1. The activities of overseeing the internal control over financial reporting system (ICFRS) performed by the audit committee, and also whether or not the entity has an internal audit function whose 91 duties include providing support to the committee in its task of overseeing the internal control system, including the ICFRS. Information is also to be provided concerning the scope of the assessment of the ICFRS performed during the financial year and on the procedure whereby the person or division charged with performing the assessment reports the results thereof, whether the entity has an action plan in place describing possible corrective measures, and whether the impact thereof on financial information has been considered. As indicated in section F.1.1, the Audit Committee is responsible for overseeing and periodically reviewing the internal control systems and overseeing and assessing the financial and non-financial reporting process, with the support of the Internal Audit Management, which hierarchically reports to the Board of Directors’ secretary and functionally to 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 reviews through the regular appearances of the Internal Audit Director at Audit Committee meetings during the financial year. Those conclusions include potential impact and limitations to the scope that may arise while performing the audits, detected weaknesses, recommendations and action plans defined and agreed with the different areas, so as to resolve them, as well as following- up their implementation to ensure that weaknesses have been resolved. At the end of each year, the Internal Audit Management provides the Audit Committee with a report on the activities performed during the year. In this sense, on 22 February 2021, the Committee was provided with the 2020 Annual Activities Report. The Internal Audit Management is in charge of preparing on an annual basis and executing the Internal Audit Plan. This plan is presented for approval by the Audit Committee, which ensures that the Internal Audit activity focuses mainly on significant risks, as regulated by Article 40 of the Regulations of the Board of Directors. Thus, the 2021 Internal Audit Plan was approved on 17 December 2020 by the Audit Committee. To adapt to the needs resulting from COVID-19, this plan was updated and approved at the Audit Committee meeting held on 5 May 2021. On 5 May 2021, the Audit Committee approved the ICFRS scope matrix defined by the ICFRS Function, as indicated in section F.2.1., and supervised the progress of tasks performed in relation to ICFRS (including documentation updates, evaluations on the efficacy and design of key control and implementation of identified action plans) through reports submitted by the Internal Audit Director at the meetings of 5 May, 23 July, 21 October and 20 December 2021. In 2021, pursuant to the Audit Plan and the ICFRS scope matrix and considering the COVID-19 pandemic restrictions, overall audits were performed on key processes deemed a priority in relation to the reliability of financial information, as well as two specific audits on IT cybersecurity at a corporate level and on operating technology cybersecurity at plant industrial level. 92 In the audits, action plans aimed at strengthening the internal control system were established. The results of the audits have been periodically reported to the Audit Committee. As such, the Audit Committee, in accordance with its duties, includes in its activity report the tasks it has undertaken under its role of overseeing the Internal Control System during 2021. Among other aspects, the 2021 activity report includes the functions referred to in section C.2.1. of this report: F.5.2. Indicate whether there is a discussion procedure whereby the auditor (pursuant to TAS), the internal audit function and other experts can report any significant internal control weaknesses encountered during their review of the financial statements or other reviews they have been engaged to perform to the company’s senior executives and its Audit Committee or Board of Directors. State also whether the entity has an action plan to correct or mitigate the weaknesses identified. Article 40 of the Regulations of the Board of Directors govern the duties of the Audit Committee to protect the independence and efficacy of the Internal Audit Function, to regularly receive information on the activities of the Internal Audit Department, to verify whether senior management takes into account the conclusions and recommendations in its reports and to discuss with the auditor of the financial statements any significant weaknesses in the internal control system detected in the course of the audits, without ever compromising its independence. To this end, and where applicable, recommendations and proposals, together with the relevant follow-up deadlines, may be submitted to the board of directors. In accordance with the process established for such purpose, any significant internal control 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 Management, which will define, as applicable, the action plans to be implemented to mitigate the internal control weaknesses detected, which will be subsequently presented to the Audit Committee. In this sense, on 20 December 2021, external auditors submitted their recommendations letter to the Audit Committee. Nine meetings of the Audit Committee were held in 2021. External auditors attended four Audit Committee meetings to communicate, among other matters, the provisional status of the audit work done on the Group’s financial statements and the main 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 Internal Audit Director has participated in 6 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 and the rest of the audits performed during the year. 93 F.6 Other relevant information Not applicable. F.7 External auditor's report Indicate: F.7.1. Whether the ICFRS information reported to the markets has been submitted for review by the external auditor. If so, the related report should be included in the corresponding report as an Appendix. If not, give reasons why. The ICFRS Function monitors the ICFRS continuously, validating its design and control efficacy. In addition, the Internal Audit Management, with the supervision of the Internal Audit Committee, reviews ICFRS requirements and procedures. These tasks are supplemented by the contributions made by the external auditor in relation to the identification of any internal control weakness during external audit tasks. These oversight activities are deemed appropriate and sufficient; therefore, it was not deemed necessary in 2021 to submit ICFRS information to an additional external review. 94 DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS State the company’s degree of compliance with the recommendations of the Good Governance Code for Listed Companies. If the company does not comply with any recommendation or follows it partially, there must be a detailed explanation of the reasons providing shareholders, investors, and the market in general with sufficient information to assess the company’s course of action. Generalised explanations will not be acceptable. 1. The bylaws of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles to the takeover of the company by means of share purchases on the market. Complies ☒ Explain □ 2. If the listed company is controlled, in the sense of Article 42 of the Code of Commerce, by another entity, whether listed or not, and has, directly or through subsidiaries, business relations with said entity or any of its subsidiaries (other than those of the listed company) or undertakes activities related to any of them, provide accurate and public information on: a) The respective areas of activity and possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries. b) The mechanisms in place to resolve possible conflicts of interests. Complies ☒ Partly complies □ Explain □ Not applicable □ 3. During the annual general meeting, the chairman of the board should verbally inform shareholders in sufficient detail of the most relevant aspects of the company’s corporate governance, supplementing the written information circulated in the annual corporate governance report. In particular regarding: a) Changes taking place since the previous annual general meeting. b) The specific reasons why the Company does not follow some of the recommendations of the Good Governance Code and, if any, the alternative rules that apply in this area. Complies ☒ Partly complies □ Explain □ 4. The company should define and promote a policy of communication and contacts with shareholders and institutional investors as part of their involvement with the company, as well as with proxy advisors, being fully compliant with market abuse regulations and granting 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. Notwithstanding the legal obligations to disseminate privileged information and other types of regulated information, the company should also have a general policy regarding the disclosure of economic-financial, non-financial and G 95 corporate information through the channels it deems appropriate (communication media, social networks or other channels), contributing to maximizing the dissemination and quality of the information available to the market, investors and other stakeholders. Complies ☒ Partly complies □ Explain □ 5. The board of directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding 20% of capital at the time of such delegation. When the board approves the issuance of shares or convertible securities without pre-emptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation. Complies ☒ Partly complies □ Explain □ 6. Listed companies drawing up the following reports on a voluntary or compulsory basis should publish them on their website well in advance of the annual general meeting, even if their distribution is not obligatory: a) Report on auditor independence. b) Reports on the operation of the audit committee and the nomination and remuneration committee. c) Audit committee report on related-party transactions. Complies ☒ Partly complies □ Explain □ 7. - The company should broadcast its general shareholders' meetings live on the corporate website. The company should have mechanisms to allow for delegation and voting by telematic means, including even attendance and active participation at the General Shareholders’ Meeting in the case of companies with high capitalisation and provided that this occurs on a proportional basis. Complies ☒ Partly complies □ Explain □ 8. The Audit Committee should ensure that the financial statements submitted by the Board of Directors to the General Shareholders’ Meeting are prepared pursuant to accounting regulations. In the cases in which the auditor includes a qualification in its audit report, the chairperson of the audit committee should clearly explain at the general shareholders’ meeting the opinion of the audit committee on its contents and scope, making a summary of such opinion available to shareholders at the time of convening the meeting, along with the rest of the board’s proposals and reports. Complies ☒ Partly complies □ Explain □ 9. The company should disclose on its website, on an ongoing basis, its conditions and procedures for admitting share ownership, the right to attend general meetings and the exercise or delegation of voting rights. Such conditions and procedures should encourage shareholders to attend and exercise their rights and be applied in a non-discriminatory manner. Complies ☒ Partly complies □ Explain □ 10. When an accredited shareholder exercises the right to supplement the agenda or submit new proposals prior to the general meeting, the company should: a) Immediately circulate the supplementary items and new resolution proposals. 96 b) Make publicly available the sample attendance card or the proxy or remote voting form with the necessary changes so that the new items of the agenda and alternative resolution proposals can be voted on in such manner as proposed by the Board of Directors. c) Put all these items or alternative proposals to the vote applying the same voting rules as for those submitted by the board of directors, with particular regard to presumptions or deductions about the direction of votes. d) After the general meeting, disclose the breakdown of votes on such supplementary items or alternative proposals. Complies □ Partly complies □ Explain □ Not applicable ☒ 11. In the event that the company plans to pay for attendance at the general shareholders’ meeting, it should first establish a general, long-term policy in this respect. Complies □ Partly complies □ Explain □ Not applicable ☒ 12. The board of directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company’s best interest, understood as the creation of a profitable business that promotes its sustainable success over time, while maximising its economic value. In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to principles of good faith, ethics and respect for commonly accepted customs and good practices, but also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and other stakeholders, as well as with the impact of its activities on the broader community and the natural environment. Complies ☒ Partly complies □ Explain □ 13. The board of directors should have an optimal size to promote its efficient functioning and maximise participation. The recommended range is accordingly between five and fifteen members. Complies ☒ Explain □ 14. The Board of Directors must approve a policy for selecting directors that provides for a suitable number of members and which: a) is specific and allows for verification; b) ensures that any proposed appointments or reappointments are based on a preliminary analysis of the duties required of the Board of Directors; and c) promotes a diversity of knowledge, experience, age and gender. For this purpose, the measures promoting a significant number of female high executives at the company are deemed gender-diversity measures. The results of the prior analysis of competences required by the board should be written up in the appointments committee's explanatory report, to be published when the general shareholders’ meeting is convened to ratify the appointment or re-election of each director. The appointments committee should run an annual check on compliance with this policy and set out its findings in the annual corporate governance report. Complies □ Partly complies ☒ Explain □ 97 The Selection Policy approved by the Board of Directors on 17 December 2020 sets forth a general diversity principle where no concrete reference is made to gender diversity. However, the Appointments and Remuneration Committee decided on the meeting of 24 March 2021 that, upon equal knowledge and experience of the candidates to a vacant position, women hiring would be favoured. Similarly, within the context of the Board of Directors’ evaluation mentioned in sections C.1.17 and C.1.18, the action plan prepared by the Appointments and Remuneration Committee and submitted for the approval of the Board of Directors includes certain recommendations to be implemented in 2022, including the measure whereby, upon equal knowledge and experience of the candidates to a vacant position, women hiring would be favoured. 15. Proprietary and independent directors should constitute an ample majority on the board of directors, while the number of executive directors should be the minimum practical bearing in mind the complexity of the corporate group and the ownership interests they control. The number of female directors should represent at least 40% of the members of the board of directors by the end of 2022. Prior to that, it should not be below 30%. Complies ☒ Partly complies □ Explain □ 16. The percentage of proprietary directors out of all non-executive directors should be no greater than the proportion between the ownership stake of the shareholders they represent and the remainder of the company's capital. This criterion can be relaxed: a) In large cap companies where few or no equity stakes attain the legal threshold for significant shareholdings. b) In companies with a plurality of shareholders represented on the board but not otherwise related. 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 □ 18. Companies should disclose the following director particulars on their websites and keep them regularly updated: a) Professional and biographical profile; b) Directorships held in other companies, listed or otherwise, and other paid activities they engage in, of whatever nature. c) Statement of the director class to which they belong, in the case of proprietary directors indicating the shareholder they represent or have links with. d) Dates of their first appointment as a board director and subsequent re- elections. e) Shares held in the company and any options thereon. 98 Complies ☒ Partly complies □ Explain □ 19. Following verification by the appointments committee, the annual corporate governance report should disclose the reasons for the appointment of proprietary directors at the urging of shareholders controlling less than 3% of capital; and explain any rejection of a formal request for a board place from shareholders whose equity stake is equal to or greater than that of others applying successfully for a proprietary directorship. Complies □ 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 and, as applicable, resign in the event of situations affecting –whether or not related to their performance at the company itself– and impairing the company’s credit and reputation and, in particular, requiring them to advise the Board of Directors about any criminal charges brought against them and the progress of any proceedings. Whenever the board is informed or otherwise becomes aware of any of the situations mentioned in the previous paragraph, it must examine the case as soon as possible and, taking into account the specific circumstances, decide, following a report from the Appointments and Remuneration Committee, whether it should adopt any measure, such as opening an internal investigation, requesting the resignation of the director or proposing his/her removal. In addition, the matter should be reported in the Annual Corporate Governance Report, unless it is justified by special circumstances, which must be recorded in the minutes. This is notwithstanding the information that the Company may be required to disclose, if appropriate, at the time of adopting the relevant measures. 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. 99 When the Board makes material or reiterated decisions about which a director has expressed serious reservations, then he/she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next recommendation. The terms of this recommendation also apply to the Secretary of the Board, director or otherwise. Complies ☒ Partly complies □ Explain □ Not applicable □ 24. When either through resignation or by agreement of the General Shareholders’ Meeting, a director leaves his post before the end of his mandate, he should explain the reasons for his/her resignation or, in the case of non-executive directors, his/her opinion on the grounds for his/her dismissal by the board, in a letter sent to all members of the Board of Directors. Even if said events are reported in the Annual Corporate Governance Report, provided that they are important for investors, the Company should publish the dismissal as soon as possible, including sufficient reference to the reasons or circumstances given by the director. Complies ☒ Partly complies □ Explain □ Not applicable □ 25. The appointments committee should ensure that non-executive directors have sufficient time available to perform 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 □ 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. 100 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 vice-chairpersons, if they exist; give voice to the concerns of non-executive directors; maintain contacts with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the company's corporate governance; and coordinate the chairperson's succession plan. Complies ☒ Partly complies □ Explain □ Not applicable □ 35. The board secretary should strive to ensure that the board's actions and decisions are informed by the good governance recommendations contained in this Good Governance Code that are of relevance to the company. Complies ☒ Explain □ 36. The board in full should conduct an annual evaluation, adopting, where necessary, an action plan to correct deficiencies detected in: a) The quality and efficiency of the board's operation. b) The performance and membership of its committees. c) The diversity of board membership and competences. d) The performance of the chairman of the board of directors and the company's chief executive. e) The performance and contribution of individual directors, with particular 101 attention to the chairpersons of board committees. The evaluation of board committees should start from the reports they send the board of directors, while that of the board itself should start from the report by the appointments committee. Every three years, the board of directors should engage an external facilitator to aid in the evaluation process. This facilitator’s independence should be verified by the appointments committee. Any business dealings that the facilitator or members of its corporate group maintain with the company or members of its corporate group should be detailed in the annual corporate governance report. The process followed and areas evaluated should be detailed in the annual corporate governance report. Complies ☒ Partly complies □ Explain □ 37. If there is an executive committee, it should comprise at least two non-executive directors, being at least one of them independent, and the secretary must be that of the Board of Directors. Complies □ Partly complies □ Explain □ Not applicable ☒ 38. The board should be kept fully informed of the business transacted and decisions made by the executive committee. To this end, all board members should receive a copy of the minutes of executive committee meetings. Complies □ Partly complies □ Explain □ Not applicable ☒ 39. All members of the Audit Committee as a whole, and particularly its chairperson, should be appointed taking into account their knowledge and experience in accounting, auditing and both financial and non-financial risk management. Complies ☒ Partly complies □ Explain □ 40. There should be a unit in charge of the internal audit function, under the supervision of the audit committee, to monitor the effectiveness of reporting and internal control systems. This unit should report functionally to the board's non- executive chairperson or the chairperson of the audit committee. Complies ☒ Partly complies □ Explain □ 41. The head of the unit assuming the internal audit function should submit its annual work plan to the Audit Committee for approval by the latter or the Board of Directors; it should report its implementation directly, including any incidents and scope limitations arising in the course of its work, the results and follow-up of its recommendations and should submit an activity report at the end of each year. Complies ☒ Partly complies □ Explain □ Not applicable □ 42. The audit committee should have the following functions over and above those legally assigned: 1. As regards internal control and reporting systems: a) Supervise the preparation and integrity of both financial and non-financial 102 reporting and of the control and financial and non-financial risk management systems relating to the Company, and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements, the proper determination of the consolidation scope and the correct application of accounting principles. b) Ensure the independence of the unit handling the internal audit function; propose the selection, appointment and removal of the head of the internal audit service; propose the budget for such service; approve or propose to the board the approval of the guidelines and annual work plan regarding internal audit, ensuring that it focuses primarily on the main risks (including reputational risks); receive regular report-backs on its activities; and verify that senior management are acting on the findings and recommendations of its reports. c) Establish and oversee a mechanism whereby employees and other people related to the Company, such as directors, shareholders, suppliers, contractors or subcontractors, are able to report potentially important irregularities, including financial, accounting or other irregularities, in relation to the Company, as noticed within the Company or its Group. Said mechanism should guarantee confidentiality, and in every case, provide for situations where reports can be filed anonymously, respecting the rights of both the reporting and the reported parties. d) Ensure in general that the policies and systems established regarding internal control are effectively applied in practice. 2. With regard to the external auditor: a) Investigate the issues giving rise to the resignation of the external auditor, should this come about. b) Ensure that the remuneration of the external auditor does not compromise its quality or independence. c) Ensure that the company notifies any change of auditor to the CNMV, accompanied by a statement of any disagreements arising with the outgoing auditor, if any, and the related reasons. d) Ensure that the external auditor holds a meeting on an annual basis with the full Board of Directors to inform them about the work carried out and the evolution of the accounting and risk situation of the Company. e) Ensure that the Company and the external auditor respect the regulations in force regarding the provision of services other than auditing services, the limits on the auditor’s concentration of business and, in general, any other regulations regarding the independence of auditors. Complies ☒ Partly complies □ Explain □ 43. The audit committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior officer. Complies ☒ Partly complies □ Explain □ 44. The audit committee should be informed of any fundamental changes or corporate transactions the company is planning, so the committee can analyse the operation and report to the board beforehand on its economic conditions and 103 accounting impact and, when applicable, the exchange ratio proposed. Complies ☒ Partly complies □ Explain □ Not applicable □ 45. The risk control and management policy should identify or determine at least: a) The different types of financial and non-financial risk (including operational, technological, legal, social, environmental, political and reputational risks, as well as those relating to corruption) faced by the Company, including, among the financial or economic risks, contingent liabilities and other off-balance sheet risks. b) A risk management and control model based on different levels, including a committee specialised in risks, where sector-related legislation so requires or the Company deems it convenient. c) The level of risk deemed acceptable by the Company. d) The measures in place to mitigate the impact of identified risk events should they occur. e) The internal control and reporting systems to be used to control and manage the abovesaid risks, including contingent liabilities and off-balance-sheet risks. Complies ☒ Partly complies □ Explain □ 46. Companies should establish a risk control and management function in the charge of one of the company's internal departments or units and under the direct supervision of the audit committee or some other dedicated board committee. This function should be expressly charged with the following responsibilities: a) Ensure that risk control and management systems are functioning correctly and, specifically, that major risks the company is exposed to are correctly identified, managed and quantified. b) Actively participate in the preparation of the risk strategy and in key decisions regarding their management. c) Ensure that risk control and management systems are mitigating risks effectively in the frame of the policy drawn up by the board of directors. Complies ☒ 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. 104 Complies ☒ Partly complies □ Explain □ 50. The remuneration committee should operate independently and have the following functions in addition to those assigned by law: a) Propose to the board the standard conditions for senior officer contracts. b) Monitor compliance with the remuneration policy set by the company. c) Periodically review the remuneration policy for directors and senior officers, including share-based remuneration systems and their application, and ensure that their individual compensation is proportionate to the amounts paid to other directors and senior officers in the company. d) Ensure that conflicts of interest do not undermine the independence of any external advice the committee engages. e) Verify the information on director and senior officers' pay contained in different corporate documents, including the annual directors' remuneration statement. Complies ☒ Partly complies □ Explain □ 51. The remuneration committee should consult with the company's chairperson and chief executive, especially on matters relating to executive directors and senior officers. Complies ☒ Partly complies □ Explain □ 52. The terms of reference of supervision and control committees should be set out in the regulations of the board of directors and aligned with those governing legally mandatory board committees as specified in the preceding sets of recommendations. They should include at least the following terms: a) Committees should be formed exclusively by non-executive directors, with a majority of independent directors. b) They should be chaired by independent directors. c) The board should appoint the members of such committees in relation to the knowledge, skills and experience of its directors and each committee's tasks; discuss their proposals and reports; and provide report-backs on their activities and work at the first board plenary following each committee meeting. d) They may engage external advice, when they deem it necessary for the discharge of their functions. e) Meeting proceedings should be minuted and a copy made available to all board members. Complies □ Partly complies □ Explain □ Not applicable ☒ 53. The task of supervising compliance with the company’s policies and rules concerning environmental, social and corporate governance matters, as well as the internal codes of conduct, should be assigned to one board committee or split between several board committees, such as the audit committee, the appointments committee, the sustainability committee, the corporate social responsibility committee, or any other specialised committee created by the board under its self-organisation powers. Such committee must be made up by non- executive directors in its entirety, most of them being independent, with the 105 minimum functions attributed specifically in the following recommendation. Complies ☒ Partly complies □ Explain □ 54. The minimum functions mentioned in the previous recommendation include: a) Oversee compliance with the Company’s corporate governance rules and internal codes of conduct, ensuring that the corporate culture is in line with its purpose and values. b) Oversee application of the general policy on communication of economic and financial, non-financial and corporate information, and on communication with shareholders and investors, voting advisers and other stakeholders. Furthermore, follow-up on how the entity communicates and relates itself with small and medium-sized shareholders. c) Periodically assess and review the corporate governance system and environmental and social policies in place at the Company in order to ensure that they fulfil the mission of promoting social interest and take into account the legitimate interests of the remaining stakeholders, as appropriate. d) Oversee that the Company’s environmental and social practices are in line with the policy and strategy defined. e) Oversee and evaluate the company’s interaction with its stakeholder groups. Complies ☒ Partly complies □ Explain □ 55. The sustainability policies on social and environmental matters should identify and include at least: a) The principles, commitments, objectives and strategy relating to shareholders, employees, customers, suppliers, social issues, the environment, diversity, fiscal responsibility, respect for human rights and prevention of corruption and other illegal conduct. b) The methods or systems for monitoring the compliance with the policies, associated risks and management thereof. c) Mechanisms for monitoring non-financial risk, including that related to ethical aspects and business conduct. d) Channels for stakeholder communication, participation and dialogue. e) Responsible communication practices that prevent the manipulation of information and protect the honour and integrity. Complies ☒ Partly complies □ Explain □ 56. Director remuneration should be sufficient to attract individuals with the desired profile and compensate the commitment, abilities and responsibility that the post demands, but not so high as to compromise the independent judgement of non- executive directors. Complies ☒ Explain □ 57. Variable remuneration linked to the company’s and personal performance, the award of shares, options or any other right on shares or instruments linked to the share value and long-term savings schemes, such as pension plans, retirement schemes or other social security schemes. The company may consider the share-based remuneration of non-executive directors provided they retain such shares until the end of their mandate. This 106 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: a) Be subject to predetermined and measurable performance criteria that factor the risk assumed to obtain a given outcome. b) Promote the sustainability of the company and include non-financial criteria that are relevant for the company’s long-term value, such as compliance with its internal rules and procedures and its risk control and management policies. c) Be focused on achieving a balance between the delivery of short-, medium- and long-term objectives, such that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to long-term value creation. This will ensure that performance measurement is not based solely on one-off, occasional or extraordinary events. Complies ☒ Partly complies □ Explain □ Not applicable □ 59. Sufficient checks should be made to ensure the payment of the variable components of remuneration is related to the performance or other previously established terms. The entities must include in directors’ annual remuneration report the criteria applicable to the term required and methods for such verification in view of the nature and characteristics of each variable component. Additionally, the entities should consider incorporating a malus clause deferring for a sufficient amount of time the payment of a portion of variable components, implying their full or partial loss if any event justifying so occurs prior to payment. Complies ☒ Partly complies □ Explain □ Not applicable □ 60. Remuneration linked to company earnings should contain any qualifications stated in the external auditor’s report that reduce their amount. Complies ☒ Partly complies □ Explain □ Not applicable □ 61. A major part of executive directors’ variable remuneration should be linked to the award of shares or financial instruments 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 financial and non-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 Mr. Francisco 107 López Peña, the Executive Chairman, the possibility of buying Company shares at the market price, with the Company’s own financing, 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 award of shares as variable remuneration has been deemed unnecessary. 62. Following the award of shares, share options or financial instruments derived from the remuneration system, executive directors should not be allowed to transfer their ownership or to exercise the options for at least three years. There is an exception in the case that the director has, upon the transfer or exercise, a net economic exposure to the share price variation for a market value that is equal to an amount of at least twice his/her fixed annual remuneration through the ownership of shares, options or other financial instruments. This will not apply to the shares that the director needs to sell in order to settle the costs related to their acquisition or, subject to the previous approval of the Appointments and Remuneration Committee, to face any extraordinary and unexpected situation requiring so. Complies □ Partly complies □ Explain □ Not applicable ☒ 63. Contractual arrangements should include provisions that permit the company to reclaim variable components of remuneration when payment was out of step with the director’s actual performance or based on data subsequently found to be misstated. Complies ☒ Partly complies □ Explain □ Not applicable □ 64. Contractual termination or cancellation payments should not exceed a fixed amount equivalent to two years of the director’s total annual remuneration and should not be paid until the company confirms that he or she has met the predetermined criteria or conditions for collection thereof. For the purpose of this recommendation, contractual termination or cancellation payments will include all payments whose accrual or payment obligations arise from or due to the termination of the contractual relationship between the director and the company, including the amounts not previously consolidated from long-term savings systems and the amounts paid by virtue of post-contractual non-compete agreements. Complies ☒ Partly complies □ Explain □ Not applicable □ OTHER INFORMATION OF INTEREST 1. If there are any significant aspects regarding corporate governance at the company or at entities of the group that are not included in the other sections of this report, but should be included in order to provide more complete and well-reasoned information regarding the corporate governance structure and practices at the entity or its group, briefly describe them. 2. In this section, you may also include any other information, clarification, or comment relating to the prior sections of this report provided that they are relevant and not repetitive. Specifically, state whether the company is subject to laws other than Spanish laws regarding corporate governance and, where applicable, include any M 108 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: (i) The Gestamp 2020, S.L. Board of Directors must hold a meeting prior to the Company's Annual General Shareholders’ Meeting in order to decide upon how to vote and appoint a representative for Gestamp 2020, S.L. in said Meeting. Mitsui & Co. Ltd. does not hold any voting rights regarding items on the agenda at the Company's Annual General Shareholders’ Meeting. (ii) The Company's Board of Directors must have a minimum of 9 and a maximum of 15 members. Mitsui & Co., Ltd. shall have the right to propose the appointment of 2 members of the Company’s Board of Directors out of the total number of members that Gestamp 2020, S.L. has the right to appoint, provided that it holds a stake, either directly or indirectly, in at least 10% of the Company’s share capital. In the event that the stake held drops below 10% but remains above 5%, Mitsui & Co., Ltd. would have the right to propose the appointment of 1 member of the Company’s Board of Directors out of the total number of members that Gestamp 2020, S.L. has the right to appoint. (iii) In the event that any Gestamp 2020, S.L. shareholders have the intention of transferring their indirectly held stake in the Company, the non- transferring shareholder becomes entitled to purchase the stake of the transferring shareholder in Gestamp 2020, S.L. for a price equivalent to that of the sum of the closing market price of the Company's share divided by the sum of the trading days in the month after the notification regarding the share transfer. If the right of first refusal is not exercised, the transferring shareholder may, at its discretion, request the following within 3 months: (a) That Gestamp 2020, S.L. sells company shares that indirectly belong to the transferring shareholder, using the price obtained from such sale to buy shares of Gestamp 2020, S.L., which directly belong to the transferring Shareholder. (b) The shares in Gestamp 2020, S.L are amortised obtaining in return the distribution of company shares indirectly held. (c) Gestamp 2020, S.L. is dissolved, allocating to each partner the company shares that correspond to it in accordance with the stake held in Gestamp 2020, S.L. (iv) Except where provided for in the agreement, Gestamp 2020, S.L. cannot 109 sell or use the company shares in its name as security without the consent of both partners. (v) Acek Desarrollo y Gestión Industrial, S.L. may transfer at any time all or part of the company shares that it directly holds. (vi) Without prejudice to the rights of Mitsui & Co. Ltd. under the agreement, Acek Desarrollo y Gestión Industrial, S.L. may keep control of the company and of Gestamp 2020, S.L. and its business. (vii) In the event of a material breach of the private shareholders' agreement by Mitsui & Co. Ltd., Acek Desarrollo y Gestión Industrial, S.L. shall be entitled to exercise a call option on the stake held by Mitsui & Co. Ltd. in Gestamp 2020, S.L. for a price equivalent to 90% of its market value. In the event of a breach by Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co. Ltd. may exercise a put option on its stake in Gestamp 2020, S.L. for a price equivalent to 110% of its market value. Private shareholders’ agreement entered into by Mr. Francisco José Riberas Mera, Halekulani, S.L., Juan María Riberas Mera, Ion Ion, S.L. and Acek Desarrollo y Gestión Industrial, S.L. on 21 March 2017. The most significant agreements it contains are as follows: (i) The governing body of Acek Desarrollo y Gestión Industrial, S.L. must hold a meeting prior to the Annual General Shareholders’ Meeting of the Company or of Gestamp 2020, S.L. in order to come to an agreement on how Acek Desarrollo y Gestión Industrial, S.L will vote and to appoint its proxy for said meetings. (ii) Right of first refusal and tag-along right of the Acek Desarrollo y Gestión Industrial, S.L. shareholders and, in the case of the right of first refusal, on a subsidiary basis to the company itself, in the event that any of the shareholders have the intention of transferring their stake to a third party. The aforementioned rights will not come into play in particular transfers to member of the Riberas family or to companies or foundations controlled by the transferring shareholder or his/her family. (iii) Regulation of a conciliation procedure and, on a subsidiary basis, a mediation procedure for deadlock situations involving Acek Desarrollo y Gestión Industrial, S.L., and indirectly involving the Company. In the event that the deadlock is not solved through the conciliation or mediation, each of the Acek Desarrollo y Gestión Industrial, S.L. shareholders may determine the vote that indirectly corresponds to them in Gestamp 2020, S.L. by means of their stake in Acek Desarrollo y Gestión Industrial, S.L. Section C.1.3 Regarding the appointment of Ms. Chisato Eikise, it is established that she was proposed by Mitsui & Co. Ltd. to Acek pursuant to the provisions in the shareholders agreement entered into between Acek, Mitsui & Co., Ltd. and Gestamp 2020, S.L., as referred to in section A.7. 110 Section C.1.13 The amount of the remuneration accrued in the financial year in favour the Board of Directors of the Company reflected in this section does not match the amount reflected under this same heading in Note 32.2 of the notes to the consolidated financial statements of the Group as different accrual criteria are applied in respect of the long-term incentive. Section C.1.14 It is hereby stated that the total amount of the remuneration of Senior Management corresponding to financial year 2021 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 2021 Financial Statements have been formally approved by the Annual General Shareholders’ Meeting which will be held in 2022; the sum of any benefits granted and compensation paid due to a Senior Manager leaving the Steering Committee in the year in question. Lastly, the total amount of the remuneration in favour of the Senior Management reflected in this section does not match the amount reflected under this same heading in Note 32.3 of the notes to the consolidated financial statements of the Group as different accrual criteria are applied in respect of the long-term incentive. Section C.1.25. The Sustainability Committee was created by the Board of Directors on 3 June 2021, which explains why the number of meetings held during the year in question is limited. Section C.2.1. Procedures and rules of organisation and operation of the Audit Committee, the Appointments and Remuneration Committee and the Sustainability Committee. Article 39 of the Regulations of the Board of Directors sets forth the following rules applicable to the committees: “a) The Board of Directors shall appoint the members of such committees, taking into account the knowledge, skills and experience of the directors and each committee's tasks; it shall discuss their proposals and reports; and provide report-backs on their activities and work carried out. (b) They shall be exclusively made up of non-executive directors, with a minimum of three and a maximum of five. This does not prejudice the possible presence of executive directors or Senior Management at their meetings to provide information when so decided by each committee. However, the Executive Chairperson’s presence at them shall be exceptional. (c) Independent directors shall be in the majority at all times, where one is to be appointed Chairperson. (d) The Secretary shall be the Secretary of the Board of Directors. (e) They may seek external advice when deemed necessary for the performance 111 of their duties under the same circumstances as those applicable to the Board (mutatis mutandi). (f) Minutes shall be taken of the meetings and a copy thereof shall be sent to all the members of the Board. (g) The committees shall meet as often as the Chairperson decides is necessary for the proper exercise of their duties, and when so requested by at least two (2) of its members. (h) The rules of operation shall be those that govern the functioning of the Board. In this way, they shall be validly constituted when a majority of their members are in attendance, either in person or by proxy, and their resolutions shall be agreed by an absolute majority of the members present or duly represented. In the event of a tie, the Committee Chairperson shall cast the tie- breaking vote. (i) The Chairpersons of the corresponding committees shall inform the Board of Directors of the issues discussed and the resolutions adopted at the meetings during the first Board of Directors’ meeting held after the Committee meeting. (j) With respect to the Audit Committee and the Appointments and Remuneration Committee, within three (3) months after the end of each financial year, a report will be submitted on their work in the previous year for approval by the Board of Directors, and it shall be made available to the shareholders during their ordinary general meeting. Duties of the Audit Committee, the Appointments and Remuneration Committee, and the Sustainability Committee. Article 40 of the Regulations of the Board of Directors attributes the following duties to the Audit Committee: “(a) To inform the General Shareholders’ Meeting about issues raised by the shareholders on matters for which it is competent and, in particular, about the findings of audits, explaining how they have contributed to the integrity of the financial reporting and the role that the Committee has played in the process. (b) As regards information systems and internal control: (i) To supervise and evaluate the preparation, integrity and presentation of both financial and non-financial reporting and of the control and financial and non-financial risk management systems relating to the Company, and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements and the correct application of accounting principles. (ii) To periodically review the internal control and risk management systems, including tax risks, and discuss with the auditor any significant weaknesses in the internal control system found in the course of the audit, never compromising its independence. To this end, and where applicable, recommendations and proposals, with the relevant deadlines for follow-up, may be submitted to the governing body. (iii) To safeguard the independence and effectiveness of the internal auditing function; to propose the selection, appointment, and dismissal of the head of the internal audit service; to approve the budget for this service; to approve the annual work plan for the internal audit, ensuring that its activity mainly focuses on the relevant risks (including reputational risks); to receive information about its activities regularly; to verify whether senior management 112 takes into account the conclusions and recommendations in its reports; and to discuss with the auditor or auditing firms any significant weaknesses in the internal control system detected in the course of the audits. (iv) To set up and oversee a mechanism that enables employees and anyone else related to the company, such as directors, shareholders, providers, contractors or subcontractors, to anonymously and confidentially report irregularities of any kind that they may notice within the Company or its group. (v) To ensure that the policies and systems established regarding internal control are effectively applied in practice. (c) With regard to the auditor: (i) To bring proposals on the selection, appointment, re-election and replacement of the auditor, as well as the conditions to contract such party, to the Board and to be in charge of the selection process, also examining the reasoning behind any resignation, where applicable. (ii) To ensure that the Company communicates the change of auditor via the National Securities Market Commission (CNMV) and, upon any disagreement with the outgoing auditor, it will ensure that there is an accompanying statement regarding said disagreements and their content. (iii) To regularly receive from the auditor information on the audit plan and the results of its implementation, and to verify whether senior management has taken its recommendations into account. (iv) To ensure that the external auditor holds a meeting on an annual basis with the full Board of Directors to inform them about the work carried out and the evolution of the accounting and risk situation of the Company. (v) To establish an appropriate relationship with the auditor to receive information about any issues that could jeopardise the independence of the auditors, for examination by the Audit Committee, and any other information related to the progress of the audit process, as well as any other communication set forth in the legislation on financial statements auditing and auditing standards. In any case, they must receive written confirmation from the auditor or audit firms once a year asserting their independence from the entity or entities that are directly or indirectly related to it, as well as information on additional services of any kind provided to these entities by the aforementioned auditor or firms, or by individuals or entities related to them in accordance with the legislation on auditing. In this regard, the Audit Committee shall ensure that the auditor’s remuneration for his/her work does not compromise the quality or independence thereof and shall ensure that both the Company and the auditor respect the regulations in force regarding the provision of services other than those of auditing, the limits on the auditor’s concentration of business and, in general, any other regulations regarding the independence of auditors. (vi) To issue a report expressing an opinion on the independence of the auditor once a year, prior to issuance of the auditor’s report. Such report must, in all cases, refer to the additional services referred to in the paragraph above. (d) As regards the risk management and control policy: (i) To propose to the Board of Directors a risk management and control policy, which shall identify and determine as a minimum: (i) the financial and non- financial types of risks (including, among others, operational, technological, legal, social, environmental, political, and reputational, including those related to corruption) to which the Company is exposed, including, among the financial or economic risks, contingent liabilities and other off-balance sheet risks; (ii) a risk control and management model based on different levels; (iii) setting the risk level deemed acceptable by the Company; and (iv) measures to mitigate the impact of the risks identified, should they occur. 113 (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. 7. The Audit Committee must inform the Board, prior to its adoption of the relevant decisions on the matters covered by law, the articles of association and these Regulations and, in particular, on the following matters: (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. 8. It corresponds to the Audit Committee to monitor compliance with the Company’s corporate governance rules, as well as with its internal codes of conduct. In this regard, the Audit Committee shall: (a) oversee compliance with the Company’s corporate governance rules and internal codes of conduct, ensuring that the corporate culture is in line with its purpose and values, and (b) oversee the application of the general policy relating to the reporting of economic-financial, non-financial and corporate information, and also of the general policy relating to communication with shareholders and investors, proxy voting advisors and other stakeholders, and shall monitor the way in which the Company communicates and liaises with the small and medium-sized shareholders. 9. The Board of Directors shall endeavour to submit the financial statements to the General Shareholders’ Meeting without qualifications in the auditor’s report. Should they exist, the Chairperson of the Audit Committee shall seek to clearly explain to shareholders the Audit Commission’s opinion about the content and scope of such qualifications, in compliance with the provisions of Article 15.3 of these Regulations. On the other hand, Article 41 of the Regulations of the Board of Directors attributes the following duties to the Appointments and Remuneration 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 114 to report on this in the Annual Corporate Governance Report. (c) To examine and arrange the procedure for replacing the Chairperson of the Board of Directors and, where appropriate, the chief executive, to make this process easily understood, and to make proposals to the Board to ensure that this process takes place in an orderly, well-planned manner. (d) To guide the proposals for the appointment and dismissal of members of Senior Management that the Chairperson submits to the Board and the basic conditions of their contracts. (e) To raise proposals for appointments of independent directors to the Board of Directors, either for appointment under the co-option system or by submitting the proposal to the General Shareholders’ Meeting for a decision, and making proposals for re-election or removal of such directors by the General Shareholders’ Meeting. (f) To guide the proposals for appointments of other directors, either for appointment under the co-option system or by submitting the proposal to the General Shareholders’ Meeting for a decision, and making proposals for re- election or removal thereof by the General Shareholders’ Meeting. (g) To guide the Board on gender diversity issues, to set representation targets for the under-represented gender on the Board of Directors and to create guidelines for achieving such targets. (h) To arrange and coordinate periodic assessments of the Board of Directors’ chairperson and, in conjunction with such person, periodic assessments of the Board of Directors, its committees, chairperson, secretary and the chief executive of the Company. 2. The Appointments and Remuneration Committee shall consult the chairperson or, if applicable, the Company’s chief executive officer, especially in the case of proposals relating to executive directors and Senior Managers. Any director may request the Appointments and Remuneration Committee to take them into consideration as potential candidates to fill director vacancies, if found suitable. 3. In addition to the functions indicated in the preceding paragraphs, the Appointments and Remuneration Committee shall have jurisdiction over the following functions relating to remuneration: (a) Propose the following to the Board of Directors: (i) The remuneration policy for directors and for the parties that carry out senior management duties and under direct supervision of the Board, executive committees or managing directors, ensuring compliance with such policy. (ii) The individual remuneration of directors and approval of the contracts entered into by the Company and its directors who carry out executive duties, ensuring compliance with such contracts. (iii) The types of contracts for Senior Management. (b) Ensure compliance with the remuneration policy for directors approved in the General Meeting.” Lastly, Article 42 of the Regulations of the Board of Directors attributes the following duties to the Sustainability Committee: (a) Proposing the environmental, social and corporate governance strategy, submitting any plans deemed necessary for this purpose to the Board of Directors. (b) Periodically assessing and reviewing the corporate governance system and environmental and social policies in place at the Company in order to ensure that they fulfil the mission of promoting social interest and take into account the legitimate interests of the remaining stakeholders, as 115 appropriate. (c) Monitoring the Company’s environmental, social and corporate governance practices to ensure that they are aligned with the strategy and policy established. (d) Overseeing and evaluating the diverse stakeholder relationship processes regarding environmental, social and corporate governance matters, ensuring that responsible communication practices are followed. Section D.2. For further information, see Note 32 of the notes to the Group’s Consolidated Financial Statements for the year ended 31 December 2021. 3. The company may also state whether it has voluntarily adhered to other international, sectoral or any other codes of ethical principles or good practices. If so, state the code in question and the date of adherence thereto. In particular, mention whether there has been adherence to the Code of Good Tax Practices of 20 July 2010. The Group has been a signatory of the Principles of the United Nations Global Compact since 24 July 2008, and it became a partner of the Global Compact in 2011. In addition, Gestamp Group adopted the United Nations Sustainable Development Goals. Finally, during its meeting of 20 December 2021, the Board of Directors agreed to the Group’s adhesion and, therefore, it complies with the Code of Good Tax Practices. This annual corporate governance report was approved by the Company’s Board of Directors at its meeting held on 28 February 2022. State whether any directors voted against or abstained in relation to the approval of this Report. Yes □ No ☒ Individual or company name of director that did not vote in favour of the approval of this report Reasons (opposed, abstained, absent) Explain the reasons Remarks STATEMENT OF RESPONSIBILITY FOR THE ANNUAL FINANCIAL INFORMATION 2021 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 2021, drawn up by the Board of Directors at its meeting of February 28, 2022 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, 2022. Don Francisco José Riberas Mera Don Juan Mª Riberas Mera Executive Chairman ViceChairman Don Francisco López Peña Doña Chisato Eiki Member Member Don Norimichi Hatayama Don Alberto Rodríguez Fraile Díaz Member Member Don Javier Rodríguez Pellitero Don Pedro Sainz de Baranda Riva Member Member Doña Ana García Fau Don Cesar Cernuda Rego Member Member Don Gonzalo Urquijo Fernández de Araoz Doña Concepción Rivero Bermejo Member Member Doña Loreto Ordóñez Solís Member The Secretary of the Board of Directors states for the record that this document does not include signature of Mr. Norimichi Hatayamaa, Mrs. Chisato Eiki and Mrs. Loreto Ordóñez Solís, whom were not able to attend the Board of Directors meeting of 28 February 2022 due to reasons related to the crisis caused by COVID-19. Notwithstanding, the referred Directors attended the meeting on line, and vote in favor of all items of the Agenda of the Board of Directors meeting. Thus, the approval of the Individual and Consolidated Annual Financial Statements and of the Individual and Consolidated Management Reports for Fiscal Year 2021 has been adopted unanimously. Madrid, February 28, 2022. Secretary _____ Mr. David Vázquez Pascual 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. 1 ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES IDENTIFICATION DETAILS OF THE ISSUER END OF REPORTING PERIOD Tax Identification Code A48943864 Registered Name: GESTAMP AUTOMOCIÓN, S.A. Registered Address: Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia 31/12/2021 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. 2 ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES THE COMPANY’S REMUNERATION POLICY FOR THE CURRENT YEAR A.1.1 Explain the current directors' remuneration policy for the current year. Insofar as it is relevant, certain information may be included by reference to the remuneration policy approved by the general shareholders' meeting, provided that its inclusion is clear, specific and concrete. A description must be given of the specific decisions for the current financial year, both regarding directors' remuneration for their status as such and for the performance of executive duties, which the board has carried out in accordance with what is set out in the contracts signed with the executive directors and with the remuneration policy approved by the general meeting. In any case, the following aspects should be reported as a minimum: a. Description of the company's procedures and bodies involved in determining and approving the remuneration policy and its conditions. b. State and, where appropriate, explain whether comparable companies have been taken into account in establishing the company's remuneration policy. c. Information on whether any external advisor has participated and, if so, the identity of the advisor. The Directors’ Remuneration Policy of Gestamp Automoción, S.A. (hereinafter, the "Remuneration Policy"), applicable at the date of issuance of this report, was approved by the Ordinary General Shareholders Meeting held on 6 May 2021. A- PROCEDURES AND BODIES INVOLVED The Board of Directors of the Company is the body responsible for proposing the Remuneration Policy to the General Meeting. In addition, the Board of Directors is responsible for distributing the fixed annual sum of directors for their status as such, which shall take into account the conditions of each director, the duties and responsibilities attributed to them and their membership on the various committees. However, with respect to executive directors, the Board of Directors determines their remuneration for their executive duties and other contractual conditions, in all cases, in accordance with the provisions in the Remuneration Policy. The Nomination and Compensation Committee proposes to the Board of Directors, for submission to the General Meeting, the Directors’ Remuneration Policy and also proposes to the Board of Directors the individual remuneration of all Directors and the terms and conditions of the contracts of the Executive Directors. A 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. 3 Ultimately, the General Shareholders Meeting of the Company approves the Remuneration Policy. B. REMUNERATION POLICY FOR CURRENT FINANCIAL YEAR (2022) Remuneration of Directors for their status as such: In accordance with the Remuneration Policy, the remuneration of Directors for their status as such entails an annual fixed sum, which shall not exceed 1,200,000 euros per year. The determination of the remuneration of each Director for their status as such for the current financial year was approved by the Board of Directors on 20 December 2021 following a proposal from the Nomination and Compensation Committee, and is broken down as follows:  Fixed remuneration of 80,000 euros per year for being a member of the Board of Directors.  Fixed remuneration of 15,000 euros per year for being a member of a committee.  Fixed remuneration of 15,000 euros per year for chairing a committee. Remuneration of Directors for the performance of executive duties:  The remuneration of the Executive Chairman of the Company's Board of Directors consists of an annual fixed remuneration of 714,000 euros and an annual variable remuneration of 306,000 euros for a performance level of 100% of the goals established. Given the Executive Chairman's status as the controlling shareholder of the Company, he does not have any long- term incentives in his remuneration structure.  The remuneration of Mr Francisco López Peña as the Company’s Executive Director consists of an annual fixed remuneration of 300,000 euros and a pluriannual variable remuneration of 3,000,000 euros according to a performance level of 100%, as well as certain company benefits. C. REMUNERATION POLICIES OF COMPARABLE COMPANIES. PARTICIPATION OF EXTERNAL ADVISORS. For the amendment of the current Remuneration Policy approved by the Company's General Shareholders Meeting on 6 May 2021, no external advisors have been consulted, given that the modifications made have not entailed significant 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. 4 changes with respect to the previous Remuneration Policies which, at the time, had the advice of Spencer Stuart regarding the amount of remuneration and of Cuatrecasas and Garrigues, regarding the legal and contractual conditions. However, the law firm Garrigues has advised on the negotiation of the terms of the new business contract between the Company and the Executive Director, Mr Francisco López Peña (which came into force on 1 January 2021). ] d. Procedures under the existing Director remuneration policy for applying temporary exceptions to the policy, conditions in which these exceptions and components may be used, which may be subject to exceptions according to the policy. The Directors’ Remuneration Policy does not expressly provide for any temporary exceptions to it, nor for any components that may be subject to exception. Any modification or temporary exception to the remuneration in its entirety or in some of its components for general or particular application must be approved by the Board of Directors upon proposal of the Nomination and Compensation Committee. In this regard, in 2020, in the context of the health crisis caused by COVID-19, the Board of Directors, at the proposal of the Nomination and Compensation Committee, exceptionally and temporarily approved a 15% reduction in the fixed remuneration of the Directors for their status as such, as well as that of the Executive Director, Mr Francisco López Peña, then Managing Director, for the duration of the crisis. It was also agreed to reduce the fixed remuneration of the Chairman of the Board by 50% during the 2020 financial year, in this case at the proposal of the Chairman himself. A.1.2 The relative importance of variable remuneration items compared to the fixed remuneration items (remuneration mix) and what criteria and objectives have been taken into account in determining them and to guarantee an appropriate balance between the fixed and variable components of remuneration. In particular, state the actions taken by the company in relation to the remuneration system to reduce exposure to excessive risks and to adapt it to the company’s long-term goals, values and interests. This may include, where appropriate, a reference to measures established to ensure that the company’s long- term results are factored into the remuneration policy, measures taken in relation to categories of employees that perform professional activities with material repercussions on the entity's risk profile and measures aimed at preventing conflicts of interest, where applicable. Moreover, state whether the company has established any period of accrual or consolidation of certain variable remuneration items, in cash, shares or other financial instruments, a period of deferral in the payment of amounts or delivery of financial instruments already accrued and consolidated, or whether any clause has been agreed to reduce deferred remuneration or oblige the director to return remuneration received, when such remuneration has been based on data which has subsequently been clearly proven to be inaccurate. With respect to the Director for their status as such, the Remuneration Policy is aimed at compensating Directors properly for the dedication and responsibility, 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. 5 without jeopardising their independence under any circumstances. In this regard, the remuneration of Director for their status as such consists exclusively of a fixed remuneration in cash. Only the Company's Executive Directors have variable items as part of their remuneration, apart from their fixed remuneration. In this regard:  In relation to the remuneration mix of the Executive Chairman of the Company's Board of Directors, Mr Francisco José Riberas Mera, the annual fixed remuneration represents 70% and the annual variable remuneration 30% of the total remuneration, on the basis of 100% performance of the goals set.  In relation to the remuneration mix of the Company's Executive Director, Mr Francisco López Peña, the annual fixed remuneration represents 41.2% and the pluriannual variable remuneration represents 58.8% of the total remuneration, on the basis of 100% performance of the goals established. All variable items of Executive Directors’ remuneration are defined in a manner preventing the accrual of remuneration below the minimum performance percentage relating to the goals established. The main objective of the Company’s Remuneration Policy is the sustained creation of value for the Group and for the companies belonging to the group (hereinafter, the "Group") over time, ensuring transparency and objectivity. In this regard:  The annual variable remuneration is aimed at the achievement of two financial goals linked to the value of the Group in the short term, as well as the achievement of a non-financial objective, linked to the degree of progress and implementation of the strategic project for the transformation of the Company, called ATENEA, launched in 2021 and that pursues, through different initiatives with an impact throughout the organization, to improve the efficiency and effectiveness of processes and systems, as well as the organization and culture of the Company, ensuring in a broad sense, the sustainability of the company in the long term.  Pluriannual variable remuneration is aimed at the creation of long-term value, fostering the retention and motivation of management staff and aligning their interests with those of the Company, as set out in the Group’s Strategic Plan at any time, and, thus, also indirectly aligning them with the shareholders’ interests in terms of contributing to the generation of value for them. On the one hand, the goals set on an annual basis for the Executive Chairman are proposed by the Nomination and Compensation Committee. The degree of achievement of these goals is also verified by the Nomination and Compensation Committee. As the annual variable remuneration is determined on the basis of economic and financial goals (among others), the amount is paid once the Group's Consolidated Financial Statements have been audited by the external auditor and approved by the Company's General Shareholders Meeting. 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. 6 A.1.3 Amount and nature of the fixed components that directors are expected to accrue during the year for their status as such. A.1.4 Amount and nature of the fixed components that will be accrued in the year for executive directors' performance of senior management duties. To ensure that the remuneration is appropriate and follows market criteria, and the reality of the Company, in 2019 the Nomination and Compensation Committee reviewed a benchmarking analysis on the remuneration of the boards of directors of listed companies, based on a study prepared for it by Spencer Stuart, HR expert advisor, as well as other studies prepared by other HR specialised advisors. The contracts of the Executive Directors, in accordance with the provisions of the Remuneration Policy, include a claw-back clause that allows the Company to claim reimbursement of the variable components of the remuneration if it is found that its settlement and payment was fully or partially based on false or inaccurate information or if risks or other circumstances arise that are unforeseen and have not been undertaken by the Company, which have a material negative effect on the income statement. The amount and nature of the fixed components of Directors' remuneration for their status as such that are expected to be accrued in the current year are individually detailed in section A.1.1 letter B of this report. These amounts are presented below in aggregate form, taking into account the number of directors and committees:  Fixed remuneration for Board of Directors membership: 880,000 euros per year.  Fixed remuneration for committee membership: 150,000 euros per year.  Fixed remuneration for chairing committees: 45,000 euros per year. The total amount accrued in the 2022 financial year for Directors for their status as such will be 1,075,000 euros per year, the value of which is below the overall maximum limit of 1,200,000 euros per year established in the Remuneration Policy. No other remuneration items or social benefits have been established regarding the director status. The amount and nature of the fixed components of the remuneration of Executive Directors that are expected to be accrued during the year are individually detailed in section A1 of this report. 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. 7 A.1.5 The amount and nature of any component of remuneration in kind that will be accrued in the financial year including, but not limited to, the insurance premiums paid for the director. A.1.6 Amount and nature of the variable components, differentiating between those established in the short and long term. Financial and non-financial parameters, the latter including social, environmental and climate change parameters, selected to determine the variable remuneration in the current year, an explanation of the extent to which these parameters relate to the performance of both the director and the entity and to its risk profile, and the methodology, period required and techniques envisaged to determine, at the end of the year, the effective degree of compliance with the parameters used to design the variable remuneration. explaining the criteria and factors applied as to the time required and the methods used to verify the actual fulfilment of the performance and any other conditions applicable to the accrual and consolidation of each variable remuneration component. State the range, in monetary terms, of the different variable components according to the degree of compliance with the objectives and parameters set, and whether there is any maximum monetary amount in absolute terms. The total aggregate amount of the fixed components of the remuneration of Directors with executive duties expected to be accrued for the current year is 1,014,000 euros per year. No remuneration in kind is specified for the Directors for their status as such or for the Executive Chairman of the Company's Board of Directors. The Executive Director of the Company has the following in-kind remuneration components:  The sum of life insurance premiums is expected to rise in the 2022 financial year to around 11,000 euros per year.  The sum of the company car is expected to rise in the 2022 financial year to around 7,000 euros per year. Amount and nature of variable components. Parameters selected to determine the variable remuneration in the current financial year. As set out in the Remuneration Policy, it is only the Executive Directors' remuneration that includes items of a variable nature. The aim of the variable remuneration for Executive Directors is as follows: (i) to link part of their remuneration to the accomplishment of specific targets aligned with the strategic goals and the creation of value for the Group, (ii) to foster their commitment and (iii) to link their short- and long-term goals to those of the Group and its shareholders.. Annual variable annual remuneration contains both financial and non-financial parameters, while pluriannual variable remuneration only contains financial 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. 8 parameters. In both cases, both systems are related to the professional performance of their beneficiaries and are defined on predetermined, measurable bases that allow performance to be remunerated in the short, medium and long term. Annual Variable Remuneration  The annual variable remuneration applicable to the Executive Chairman, Mr Francisco José Riberas Mera, for the 2022 financial year contains financial elements, with a relative weight of 75% of the total annual variable remuneration and a non-financial element with a relative weight of 25%:  The financial elements are linked to the fulfilment of two economic and financial goals with different levels of weighting: 60% linked to consolidated EBITDA and 40% linked to free cash flow, as set out in the annual budget. The degree of fulfilment of said goals is calculated by comparing the actual value attained during the year with the target value defined in the annual budget.  The non-financial element is linked to the degree of progress and implementation of the Company's strategic transformation programme, called ATENEA, which was launched in 2021 and was presented to the Board of Directors at its meeting on 14 September 2021. The ATENEA programme, with a global scope and a time horizon of several years, will make it possible, through different initiatives with an impact on the entire organisation, to improve the efficiency and effectiveness of processes and systems, as well as the organisation and culture of the Company, ensuring, in a broad sense, the Company's long-term sustainability. The degree of fulfilment of the goals established for each of the initiatives that make up the programme is calculated on the basis of the level of achievement or progress of the commitments made for the reference year as determined by the Management Committee of the project.  The amount of overall annual variable remuneration is calculated by taking the target variable remuneration as the basis and applying a percentage to the amount based on the degree of fulfilment of each goal established and its relative weight. The maximum remuneration that can be received is 120% of the target annual variable remuneration. Below 70% fulfilment, no remuneration would be received for the component in question.  The annual variable remuneration of the Executive Chairman amounts to 306,000 euros on the basis of 100% performance, as determined by the 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. 9 Board of Directors in its meeting held on 20 December 2021, on proposal of the Nomination and Compensation Committee. Pluriannual Variable Remuneration  The 2022 long-term incentive scheme was approved by the Board of Directors in a meeting held on 29 October 2020 following the proposal of the Nomination and Compensation Committee for its update. This long- term incentive plan, of which the beneficiary, Mr Francisco López Peña, Executive Director, among other, is linked to the achievement by the end of the period of a financial and economic target set out in the Group's Strategic Plan and is related to shareholder interests, given that it is connected to the creation of value for the Group. If the goal is met, the beneficiary shall be entitled to receive an amount in cash within the first six months of 2023, after the achievement of the financial target to which the Scheme is linked has been verified following the audit conducted by the external auditor and the approval of the 2022 Consolidated Financial Statements by the General Shareholders Meeting.  Group value creation is determined as the difference in its value between 1 January 2019 to 31 December 2022. The Group’s value is defined as a multiple of the consolidated EBITDA less net debt. The payment curve has a minimum threshold of 70% and a maximum threshold of 120%. If the resulting figure attained is less than 70%, no incentive is paid, and if it falls between the minimum threshold (70%) and the maximum threshold (120%), the sum paid is based on the actual percentage attained. Beyond the maximum 120% threshold, 120% remuneration is given regardless of the resulting figure.  In this regard, the maximum pluriannual variable remuneration for the Company's Executive Director, Mr Francisco López Peña, with a performance percentage of 100%, would be 3,000,000 euros. Necessary time and techniques envisaged to be able to determine, at the end of the financial year, the degree of compliance with the parameters used to design the variable remuneration. The evaluation of the achievement of the goals required for the Board of Directors to determine the variable amounts to be paid to Executive Directors is carried out by the Nomination and Compensation Committee on an annual basis, in the case of the annual variable remuneration, and at the end of the accrual period, in the case of the pluriannual variable remuneration. As both variable remuneration systems (annual and pluriannual remuneration) are linked, among others, to quantifiable financial and economic goals that are included in the Group’s Consolidated Financial Statements, the variable remuneration is paid following 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. 10 A.1.7 Main features of the long-term savings systems. Among other information, the following must be stated: any contingencies covered by the system, if it is a defined contribution or benefit system, the annual contribution to be made to defined contribution systems, the benefit to which the beneficiaries are entitled regarding defined benefit systems, the conditions of consolidation of the economic rights of the directors and their compatibility with any type of payment or compensation for dissolution or early termination, or deriving from the termination of the contractual relationship, under the terms envisaged, between the company and the director. State whether the accrual or consolidation of any of the long-term savings schemes is linked to the achievement of certain targets or parameters related to the short and long- term performance of the director. The Remuneration Policy does not provide for long-term savings schemes for Directors. A.1.8 Any type of payment or compensation for dissolution or early termination or that deriving from the termination of the contractual relationship under the terms established between the company and the director, whether the termination is at the will of the company or of the director, as well as any type of agreed pacts, such as exclusivity, post- contractual non-compete and long-service or loyalty clauses, which give the director the right to any type of payment. Up to the issuance date of this report and during the current financial year, there has been no payment or compensation for termination, or early termination, or situations deriving from the discharge of the contractual relationship under the terms established between the Company and the Director, or clauses agreed, such as exclusivity, post-contract non- compete, long-service or loyalty clauses. The contractual conditions established in relation to this kind of payment or compensation in the contracts signed between the Company and the Directors with executive duties are set out in the following section. A.1.9 State the conditions that must be met in the contracts of those performing senior management duties as executive directors. Among other information, indicate the term, limits on the sum of severance payments, long-service clauses, advance notice deadlines and payment in substitution of the advance notice, as well as any other clauses relating to contract premiums, compensation or redundancy payments for early termination or termination of the contractual relationship between the company and the executive director. Include the non-compete, exclusivity, long-service or loyalty agreements and post-contractual non-compete clauses, among other items, unless they have been explained in the previous section. the audit and the approval of the statements by the General Shareholders Meeting. 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. 11 Characteristics of the contract signed with Mr Francisco José Riberas Mera, Executive Chairman:  Term. Indefinite.  Exclusivity. Clause establishing the obligation of the Executive Chairman to provide his services to the Group companies with absolute and exclusive dedication during the term of the contract, unless expressly authorised otherwise.  Non-compete obligation. Clause establishing the commitment of the Executive Chairman, during the term of the contract, not to carry out any activity on his own account or on behalf of others, by himself or through third parties, in any activity that may involve actual or potential competition with any Group company.  Post-contractual non-compete agreement. Clause whereby the Executive Chairman undertakes, after termination of the contract and provided that the Company so requires, not to maintain any relationship or interest, directly or indirectly, as an investor, shareholder, employee or service provider with any individual or legal entity whose activity is concurrent with that of the Company or the companies of its Group. The duration of this agreement will be one year from the date of termination of the contract and the compensation amounts to 1,000,000 euros gross to be paid in twelve monthly instalments for the duration of the non-compete clause.  Severance pay. Severance pay for unilateral dismissal from his duties by the Company, which does not result from a severe negligent breach by him. The Director shall be entitled to receive gross severance pay equal to the sum of two years of fixed remuneration and variable remuneration at the valid rate at the time of dismissal.  The total amount of the compensation to be paid, where appropriate, to the Executive Chairman by virtue of the contract, shall not exceed as a whole two years of his fixed remuneration.  Claw-back clause. A clause that allows the Company to claim reimbursement of the variable components of the remuneration if it is found that the settlement and payment thereof was fully or partially based on false or inaccurate information or if risks or other circumstances arise that are unforeseen and have not been undertaken by the Company, which have a material negative effect on the income statement. Characteristics of the contract of the Executive Director, Mr Francisco López Peña: 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. 12  Term. Definite. The contract became effective on 1 January 2021 and shall remain so until 31 December 2023.  Exclusivity. Clause establishing the obligation of the Executive Director to provide his services to the Group companies with absolute and exclusive dedication during the term of the contract, unless expressly authorised otherwise.  Non-compete obligation. Clause establishing the commitment of the Executive Director, during the term of the Contract, not to carry out any activity that may involve competition with any Group company, either directly or indirectly, or through intervening individuals, companies or investments, or of any other kind.  Post-contractual non-compete agreement. Clause whereby the Executive Director agrees, once the Contract is terminated, not to render any services, either directly or indirectly, on its own account or on behalf of third parties, if concurring or competing with the Company or Group companies. The agreement shall last for 1 year from the contract termination date, and the clause-related compensation is included in the remuneration stipulated in the contract.  Severance pay. Upon the (i) unilateral dismissal of the Executive Director by the Company, which does not result from a severe negligent breach by him, or (ii) resignation of the Executive Director as a result of a change of control at the Company, the Executive Director shall be entitled to gross severance pay equal to the fixed remuneration in force at the time of dismissal or resignation, which he would have earned had he continued acting as Executive Director from the date of dismissal or resignation (31 December 2023), with a limit of two years regarding his fixed remuneration.  The Executive Director shall be entitled to be compensated with two years his fixed remuneration under the contract if the two following conditions are met: (i) no incentive is accrued by virtue of the Long-term Incentive Scheme of which the Executive Director is a beneficiary, and (ii) prior to 31 December 2023, he is dismissed or resigns from his duties as Executive Director as a result of a change of control at the Company.  The total amount of the compensation to be paid, where appropriate, to the Executive Director by virtue of the contract, shall not exceed as a whole two years of his fixed remuneration.  Claw-back clause. A clause that allows the Company to claim reimbursement of the variable components of the remuneration if it is found that the settlement and payment thereof was fully or partially based on false or inaccurate information or if risks or other circumstances 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. 13 arise that are unforeseen and have not been undertaken by the Company, which have a material negative effect on the income statement. A.1.10 The nature and estimated amount of any other supplementary remuneration that will be accrued by the directors in the current financial year in consideration for services rendered other than those inherent to their position. The Remuneration Policy does not provide for any supplementary remuneration as consideration for services rendered other than those inherent to their position as Directors or for Directors with executive duties.. A.1.11 Other remuneration items such as those deriving, where applicable, from the company granting the director advances, loans and guarantees and other remuneration. The Remuneration Policy does not consider the possibility of any type of loan, advance payment, guarantee or any other remuneration other than those expressly indicated in the Remuneration Policy as a form of remuneration for Directors and, therefore, it is not expected that any amount will be accrued in the current financial year for these items. However, in 2016, prior to the approval of the aforementioned Policy, the Company offered certain key executives for the Group, including the Executive Director, the possibility of purchasing Company shares at market price. For this purpose, the Company offered loans to these executives at the legal monetary interest rate and, consequently, this loan is not considered for any purpose to be part of the remuneration of the Company Executives or Directors. A.1.12 The nature and estimated amount of any supplementary remuneration envisaged and not included in the previous sections, whether paid by the entity or another group entity, which will be accrued by directors in the current financial year. The Remuneration Policy does not provide for the accrual of any additional remuneration not included in the above sections for Directors. A.2 A Explain any significant change in the remuneration policy applicable to the current year arising from: a) A new policy or a modification of the policy already approved by the Board. b) Significant changes in the specific decisions established by the Board for the current financial year of the remuneration policy in force with respect to those applied the previous year. 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. 14 c) Any proposals that the Board of Directors has agreed to submit to the General Shareholders' Meeting to which this annual report will be submitted and which are proposed for applicability in the current financial year. As of the date of this report, it is not expected that the Board of Directors will propose to the General Shareholders Meeting the approval of a new Remuneration Policy applicable in the current financial year. A.3 Identify the direct link to the document containing the company's current remuneration policy, which must be available on the company's website. https://www.gestamp.com/HOME/Inversores-y-Accionistas/Gobierno- Corporativo/Consejo-de-Administracion/Politica-de-remuneraciones.aspx A.4 Considering the data provided in section B.4, explain how the vote of the shareholders was taken into account at the general meeting at which the annual remuneration report for the previous year was put to a vote on an advisory basis. The Ordinary General Shareholders Meeting of the Company held on 6 May 2021 approved as a separate item on the agenda, on an advisory basis, and with 88.42% of votes in favour, the Annual Report on the Remuneration of Company Directors for financial year 2020. This agreement obtained 11.24% votes against and 0.34% abstentions. As regards the Directors' Remuneration Policy, the proposal of the Board of Directors was submitted to a binding vote at the Company’s General Shareholders Meeting held on 6 May 2021 and it was approved by a large majority and, therefore, applied in all its terms, with no amendments to it being. OVERALL SUMMARY OF HOW THE REMUNERATION POLICY WAS APPLIED DURING THE PREVIOUS YEAR B.1.1 Explain the process followed to apply the remuneration policy and determine the individual remuneration set out in section C of this report. This information shall include the role played by the remuneration committee, the decisions taken by the board of directors and, where applicable, the identity and role of the external advisors whose services have been used in the process of applying the remuneration policy during the B 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. 15 previous financial year. The process followed to apply the Remuneration Policy corresponding to the previous financial year and to determine the individual remunerations of the Directors has been as follows: The Board of Directors, at its meeting on 16 December 2020, approved by proposal of the Nomination and Compensation Committee, to maintain the amount of the fixed remuneration to be received by the Directors for their status as such, with effect from 1 January 2021. As such, the remuneration of Directors for their status as such continues to be determined as in the previous financial year:  Fixed remuneration for Board of Directors membership: 80,000 euros per year.  Fixed remuneration for Committee membership: 15,000 euros per year.  Fixed remuneration for chairing a Committee: 15,000 euros per year. The overall remuneration determined for the Directors for their status as such corresponding to financial year 2021 was 920,000 euros per year and, therefore, lower than the overall maximum limit established in the Remuneration Policy in force at that time (1,050,000 euros per year). In relation to the Executive Directors, following the provisions were approved:  Executive Chairman: o Annual fixed remuneration: 714,000 euros. o Annual variable remuneration: 306,000 euros.  Executive Director: As a result of the voluntary resignation of the Executive Director, Mr. Francisco López Peña, from his position as Chief Executive Officer of the Company with effect from 1 January 2021 and based on the new executive functions assigned, the following remuneration was agreed, reflected alike in the commercial contract approved by the Board of Directors on 20 November 2020, following the proposal of the Nomination and Compensation Committee. o Annual fixed remuneration: 300,000 euros. o Annual variable remuneration: An annual variable remuneration component was not defined in its remuneration structure. o Long-term variable remuneration. It was agreed to maintain the long- term incentive of which he was previously a beneficiary, the amount of which amounts to 3,000,000 euros for a level of achievement of 100%. Furthermore, during its meeting held on 23 February 2021, the Nomination and 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. 16 Compensation Committee verified the degree of compliance with the variable remuneration component of Executive Director, as for financial year 2020, well as the outcome of such component. On that same date, the Board of Directors approved the related distribution. In this regard, the percentage of achievement of the 2020 goals was 72.4%. As a result, this performance level gave rise to the following amounts:  Executive Chairman: 221,544 euros.  Executive Director: 184,620 euros. The amounts reflected were paid after the external audit and approval of the Group’s Consolidated Financial Statements at the Company’s General Shareholders Meeting held on 6 May 2021. On 29 March 2021, the Board of Directors submitted a new Remuneration Policy for the approval of the General Shareholders Meeting, the amendments of which, compared with the previous Policy, consisted of: (i) adapting the principles on which the remuneration of directors is based to the amendments made to the Good Governance Code of Listed Companies; (ii) increasing the overall maximum amount of the annual remuneration of directors for their status as such in anticipation of the appointment of an additional member of the Board and the creation of a new specialised Committee within the Board of Directors; (iii) developing in greater detail the criteria for measuring the financial component of the variable annual remuneration; (iv) including non-financial criteria in determining the annual variable remuneration of directors with executive duties and, finally; (v) adapting the wording of the contractual conditions applicable to executive directors in line with the provisions of the Good Governance Code of listed companies in general. Subsequently, the Company’s General Shareholders Meeting held on 6 May 2021 approved, among other matters submitted for approval, the aforementioned new Policy, as well as the increase in the composition of the Company’s Board of Directors from 12 to 13 members. In accordance to the provisions of the General Shareholders' Meeting’s mentioned agreements: 1. On 6 May 2021, the Board of Directors appointed, through the co-option system, following a report by Nomination and Compensation Committee, Ms Loreto Ordoñez Solís as Independent Director. 2. Subsequently, on 3 June 2021, the Board of Directors approved the creation of the Sustainability Committee, specialising in ESG (Environmental, Social 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. 17 and Governance) matters, and appointed its members and chairperson. Furthermore, the Nomination and Compensation Committee, at its meeting of 20 December 2021, proceeded to verify compliance with the Remuneration Policy in force and applied in financial year 2021, taking into account the introduced modifications for 2021 mentioned above, i.e., the appointment of a new Independent Director and the creation of the new Sustainability Committee. In February 2022, for the purpose of preparing the Group’s financial statements, the Nomination and Compensation Committee will verify the degree of compliance with the variable remuneration component of the Executive Directors and its sum, but payment will not be paid until the Group’s Consolidated Financial Statements corresponding to 2021 have been externally audited and approved at the General Shareholders Meeting. B.1.2 Explain any deviations from the procedure established for the application of the remuneration policy that have occurred during the financial year. There have been no events or circumstances that have led to a deviation from the established procedure for the application of the Remuneration Policy during the current financial year. B.1.3 Indicate whether any temporary exceptions to the remuneration policy have been applied and, if so, explain the exceptional circumstances that have led to the application of these exceptions, the specific components of the remuneration policy affected and the reasons why the company considers that these exceptions have been necessary to serve the long-term interests and sustainability of the company as a whole or to ensure its viability. Also quantify the impact that the application of these exceptions has had on the remuneration of each director during the year. No temporary exceptions to the Remuneration Policy have been applied during the current financial year B.2 Explain the different actions taken by the company in relation to the remuneration system and how they have helped to reduce exposure to excessive risks and to adapt it to the company’s long-term goals, values and interests, including a reference to measures established to ensure that the company’s long-term results are factored into the remuneration accrued and a balance is achieved between the fixed and variable remuneration components, what measures have been taken in relation to categories of employees that perform professional activities with material repercussions on the entity's risk profile and what measures have been taken aimed at preventing conflicts of interest, where applicable. 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. 18 The main objective of the Company’s Remuneration Policy is the sustained creation of value for the Group over time, ensuring the transparency and objectivity thereof. In this regard, remuneration for Executives, in addition to fixed remuneration, consists of:  Annual variable remuneration. Both the financial and non-financial elements of the annual variable remuneration are linked to the value of the Group and, due to the recurring nature, also avoid excessive risk-taking.  Pluriannual variable remuneration. Pluriannual variable remuneration pursues the creation of long-term value, fosters retention and motivation of Management staff and aligns their interests with those of the Company, as defined in the Group’s Strategic Plan at any time, thus also indirectly aligning them with the shareholders’ interests in terms of contributing to the generation of value for shareholders. As it is a long-term target, risk taking is reduced. Additionally, both systems are based on strictly objective criteria. All of the targets set per year for the directors with executive duties, as well as their levels of achievement, are proposed by the Nomination and Compensation Committee and are not paid until the Group's Consolidated Financial Statements have been audited and approved by the Company's General Shareholders Meeting. The contracts of the Executive Directors include a claw-back clause that allows the Company to claim reimbursement of the variable components of the remuneration if it is found that the settlement and payment thereof was fully or partially based on false or inaccurate information or if risks or other circumstances arise that are unforeseen and have not been undertaken by the Company, which have a material negative effect on the income statement. B.3 Explain how the remuneration accrued and consolidated in the year complies with the provisions of the current remuneration policy and, in particular, how it contributes to the long-term and sustainable performance of the company. Also report on the relationship between the remuneration received by directors and the entity’s profits or other short- and long-term means of gauging performance, by explaining, where appropriate, how changes in the company’s performance may have affected variations in director remuneration, including that accrued but where payment has been deferred, and how they contribute to the short- and long-term profit and loss of the company. 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. 19 The Nomination and Compensation Committee, in its meeting on 20 December 2021, verified and confirmed the compliance of the Remuneration Policy applied in 2021. As regards the remuneration of directors for their status as such, the following amounts were verified for financial year 2021, as agreed by the Board of Directors of 17 December 2020, taking into account the appointment of the new Independent Director and the creation of a new ESG Sustainability Committee. Furthermore, it was verified that the amounts paid did not exceed the maximum annual amount of 1,200,000 euros defined in the effective Remuneration Policy. The aggregate amount accrued and paid for all directors in 2021 according to the position held are as follows:  Fixed remuneration for Board of Directors membership: 852,222 euros.  Fixed remuneration for committee membership: 124,667 euros.  Fixed remuneration for chairing a committee: 38,667 euros. There are no other remuneration items or social benefits for the Directors for their status as such. The remuneration obtained by Directors for their status as such is not linked to the achievement of results or other measures of performance. Similarly, with respect to the fixed remuneration of directors with executive duties, the Nomination and Compensation Committee, in a meeting held on 20 December 2021, concluded that it complied with the Remuneration Policy and the resolutions agreed upon for financial year 2021 by the Board of Directors, as proposed by the Nomination and Compensation Committee, in its meeting of 17 December 2020. The amount and nature of the fixed components of the remuneration of the Executive Directors that were accrued in 2021 were as follows:  Fixed remuneration of the Executive Chairman of the Board of Directors: 714,000 euros.  Fixed remuneration of the Executive Director: 300,000 euros. The annual variable remuneration of the Executive Chairman is based on financial and non-financial criteria. With regard to the financial criteria of an economic and financial nature, any variation in the Company's results has a direct impact on this remuneration. In terms of the non-financial goals, the annual variable remuneration is linked to the degree of achievement of Company's strategic transformation project, called ATENEA, which will make it possible, through different initiatives with an impact on the entire organisation, to improve the efficiency and effectiveness of processes and systems, as well as the organisation and culture of the Company, ensuring, in a broad sense, the Company's long-term sustainability. 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. 20 The degree of achievement of the goals is estimated at 101.9% for financial year 2021, after the 2021 Consolidated Financial Statements are audited by the external auditor and approved by the Company’s General Shareholders Meeting. If this level of achievement is confirmed, the annual variable remuneration of the Executive Chairman of the Board of Directors would be 311,814 euros. In February, the Nomination and Compensation Committee will verify the compliance with the Remuneration Policy in terms of the variable remuneration of Executive Chairman, once the Consolidated Financial Statements for financial year 2021 have been drawn up. B.4 Report on the outcome of the advisory vote by the general meeting regarding the annual report on remuneration from the previous year, indicating the number of votes against that were issued, if any Number % of total Votes cast 503,173,214 87.43 Number % of votes cast Votes against 56,553,286 11.24 Votes in favour 444,882,299 88.42 Blank Votes 0 0 Abstentions 1,737,629 0.34 Remarks B.5 Explain how has been determined the fixed components accrued and consolidated during the year by the directors according to the position held, their relative proportion and how they have changed with respect to the previous year The remuneration of Directors for their status as such exclusively consists of fixed remuneration for belonging to the Board of Directors and for belonging to and/or chairing any of its committees, as established in the Remuneration Policy. No other fixed or variable component is included in the remuneration of Directors for their status as such. Said remuneration was established for financial year 2021 by the Board of Directors at its meeting on 17 December 2020, on the proposal of the Nomination and Compensation Committee, agreeing to maintain the same amounts as in the previous financial year, as explained in section B.1. To determine the relative proportion of each Director's fixed remuneration for the year 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. 21 ended and the previous year, we have considered the remuneration paid in 2021, taking into account the creation of a new committee, new incorporations and changes as regards the chairmanship, as set out below: Name Relative weight 2021 Relative weight 2021 Mr. ALBERTO RODRÍGUEZ-FRAILE DÍAZ 10,8% 11,9% Mrs. ANA GARCÍA FAU 10,5% 10,3% Mr. CÉSAR CERNUDA REGO 9,6% 8,6% Mr. PEDRO SAINZ DE BARANDA 9,4% 10,3% Mr. JAVIER RODRÍGUEZ PELLITERO 9,7% 11,9% Mrs. CONCEPCIÓN RIVERO BERMEJO 8,7% 8,6% Mr. GONZALO URQUIJO FERNÁNDEZ DE ARAOZ 9,4% 10,3% Mr. NORIMICHI HAYAYAMA 7,9% 6,5% Mr. JUAN MARÍA RIBERAS MERA 9,4% 10,3% Mr. TOMOFUMI OSAKI 2,0% 6,5% Mrs. LORETO ORDOÑEZ 6,0% 0% Mrs. CHISATO EIKI 6,8% 0% Mr. SHINICHI HORI 0% 2,5% Mr. KATSUTOSHI YOKOI 0% 2,5% Total 100% 100% The change compared to 2020 is generally due to the resolution of the Board of Directors to reduce the fixed remuneration by 15% for the entire financial year 2020, reduction that has not been applied in 2021. The remuneration of each of the Directors according to the position held during the 2021 financial year has followed the following functions:  Mr Alberto Rodríguez-Fraile Díaz according to the position held was remunerated as a member of the Board of Directors for his membership of the Nomination and Compensation Committee and his chairing of it.  Ms Ana García Fau according to the position held was remunerated as a member of the Board of Directors, for her membership of the Audit Committee and for chairing said committee from 24 March 2021 (replacing Mr Javier Rodríguez Pellitero due to the expiry of his term of office as chairman of said 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. 22 committee).  Mr César Cernuda Rego according to the position held was remunerated as a member of the Board of Directors, as well as for his membership and chairmanship of the Sustainability Committee with effect from 3 June 2021, the date of creation of the aforementioned committee.  Mr Pedro Sainz De Baranda according to the position held was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.  Mr Javier Rodríguez Pellitero according to the position held was remunerated as a member of the Board of Directors, for his membership of the Audit Committee and for chairing it until 24 March 2021, date on which he was replaced due to the expiration of his term of office.  Ms Concepción Rivero Bermejo according to the position held was remunerated as a member of the Board of Directors and for her membership of the Sustainability Committee since its creation, effective 3 June 2021.  Mr Gonzalo Urquijo Fernández De Araoz according to the position held was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.  Mr Norimichi Hatayama according to the position held was remunerated exclusively as a member of the Board of Directors.  Mr Juan María Riberas Mera according to the position held was remunerated as a member of the Board of Directors and for his membership of the Audit Committee.  Mr Tomofumi Osaki according to the position held was remunerated as a member of the Board of Directors up to 28 March 2021, the date he stepped down.  Ms Loreto Ordóñez Solís according to the position held was remunerated as a member of the Board of Directors from 6 May 2021, the date she was appointed, and for her membership of the Sustainability Committee since its creation, effective 3 June 2021.  Ms Chisato Eiki according to the position held was remunerated as a member of the Board of Directors, effective from 1 April 2021, and for her membership of the Sustainability Committee since its creation, effective 3 June 2021. B.6 Explain how the salaries accrued during the previous year by each of the executive directors for the performance of their managerial roles were determined and how they varied with regards to the previous year. The remuneration of Executive Directors for financial year 2021 was established by the Board of Directors in its meeting held on 17 December 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. 23 2020, on proposal of the Nomination and Compensation Committee. The following amounts were agreed at this meeting:  Executive Chairman: It was agreed to maintain the same remuneration applied in the previous year: o Annual fixed remuneration: 714,000 euros. o Annual variable remuneration: 306,000 euros.  Executive Director: On 5 November 2020, the Board of Directors acknowledged the voluntary resignation of Mr Francisco López Peña as Managing Director of the Company, effective 1 January 2021, and approved his new remuneration, as well as the conditions of the new commercial contract for the development of his new executive functions of a more limited nature than those he had as CEO. In this regard, fixed remuneration was reduced by 53.4%, annual variable remuneration was removed and multi-year variable remuneration was maintained, leaving the Executive Director's remuneration as follows: o Annual fixed remuneration: 300,000 euros per year. o Pluriannual variable remuneration: 3,000,000 euros, assuming a performance percentage of 100%. B.7 Explain the nature and main features of the variable components of the remuneration systems accrued in the previous financial year. In particular: a Identify each of the remuneration schemes that determined the different variable remunerations accrued by each of the directors during the previous year, including information on their scope, date of approval, date of implementation, consolidation conditions, accrual periods and validity, criteria used to assess performance and how this has impacted on the determining the variable amount accrued, as well as the measurement criteria used and the period required to be able to adequately measure all of the conditions and criteria stipulated explaining in detail the criteria and factors applied in relation to the time required and the methods to verify whether performance or other conditions related to the accrual and consolidation of each variation remuneration component have been met effectively.. b In the case of schemes involving share options or other financial instruments, the scheme’s general features shall include information on the conditions for both acquiring unconditional ownership (consolidation) and for exercising these options or financial instruments, including the price and term for exercising them. c All directors, and their status (Executive Directors, External Proprietary Directors, Independent External Directors or other External Directors), who are beneficiaries of remuneration systems or schemes involving variable remuneration. 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. 24 d Where applicable, report on the terms established for accrual, consolidation or deferment of consolidated amount payments applied and/or the withholding/non-disposal periods concerning shares or other financial instruments, should they exist.. Explain the short-term variable components of the remuneration systems As set forth in the Remuneration Policy, it is only the remuneration of Directors with executive duties that includes items of a variable nature. The aim of the variable remuneration for Directors with executive duties is as follows: (i) to link part of their remuneration to the accomplishment of specific targets aligned with the strategic goals and the creation of value for the Group, (ii) to foster their commitment and (iii) to link their short- and long-term goals to those of the Group and its shareholders. The Nomination and Compensation Committee assesses the achievement of goals to determine the variable amounts to be paid to Directors with executive duties. Once the amount is determined, it is distributed by the Board of Directors. As both the annual variable remuneration and the pluriannual variable remuneration are variable remuneration systems linked to the achievement of quantifiable financial and economic goals that are included in the Group’s Consolidated Financial Statements, the assessment process is carried out after the Statements have been externally audited and approved by the General Shareholders Meeting. In this regard and as detailed in section B1 of this report, on 29 March 2021 the Board of Directors resolved to submit for approval by the General Shareholders Meeting the proposal of the current Remuneration Policy, submitted by the Nomination and Compensation Committee, whose modifications with respect to the previous Policy consisted, with respect to this heading, of: further developing the measurement criteria for financial targets for annual variable remuneration and include non- financial measurement criteria in the determination of annual variable remuneration for Directors with executive duties. The Company’s General Shareholders Meeting on 6 May 2021 approved the new Policy. Subsequently, the Board of Directors, at its meeting on 27 July 2021, approved, at the proposal of the Nomination and Compensation Committee, the modification of the annual variable remuneration system applicable to the Company's eligible employees, with the aim of incorporating elements of a non-financial nature to said remuneration system. In this regard, it was approval was given to modify the relative weights of the annual variable remuneration system, with the financial component having a relative 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. 25 weight of 75% and the non-financial component having a weight of 25%. In addition, the financial elements and their relative weights were modified, leaving the annual variable remuneration system as follows:  The financial component is linked to the fulfilment of two economic-financial goals with different levels of weighting: 60% linked to the consolidated EBITDA and 40% linked to the cash flow established in the annual budget. The degree of fulfilment is calculated by comparing the actual value attained during the year with the target value set out in the annual budget.  The non-financial component is linked to fulfilment of the Group's strategic transformation plan, known as ATENEA, presented to the Company's Board of Directors on 14 September 2021, which is made up of various initiatives with a global scope and a time horizon of several years. The degree of fulfilment is calculated on the basis of the level of achievement of the commitments made for the reference year, which are approved and monitored by the project's Management Committee. Remuneration is calculated by taking the target variable remuneration as the basis and applying a percentage to the amount based on the degree of fulfilment of each goal and their relative weight. The maximum remuneration that can be received is 120% of the target annual variable remuneration. Below 70% fulfilment, no remuneration would be received for the component in question. The annual variable remuneration of the Executive Chairman of the Board of Directors in 2021 was 306,000 euros as provided for in the Remuneration Policy, approved by the Ordinary General Shareholders Meeting on 6 May 2021. Explain the long-term variable components of the remuneration systems The aim of the 2019-2022 Long-term Incentive Scheme, which was approved by the Board of Directors, on proposal of the Nomination and Compensation Committee, in a meeting held on 29 October 2020, of which the Executive Director, Mr Francisco López Peña, is a beneficiary (along with other Company Directors), is to create value in the Group during said period. The Scheme is linked to the fulfilment of a strictly economic-financial target. If the target is met, the beneficiaries shall receive a cash sum within the first six months of 2023, after verification that the financial target to which the Scheme is linked has been achieved, following the external audit and approval by the General Shareholders Meeting of the 2022 Consolidated Financial Statements. The creation of value is determined as a multiple of the consolidated EBITDA less net indebtedness. The payment curve has a minimum threshold of 70% and a maximum threshold of 120%. If the resulting figure attained is less than 70%, no sum whatsoever will be paid, and if it falls between the minimum threshold (70%) and the maximum threshold (120%), the sum paid will depend on the actual 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. 26 percentage attained. Beyond the maximum 120% threshold, 120% remuneration will be given regardless of the resulting figure. In this regard, the pluriannual variable remuneration for the Executive Director, Mr Francisco López Peña, under the Scheme, with a performance percentage of 100%, would be 3,000,000 euros. B.8 State whether certain variable components have been reduced or claimed back when, in the first case, payment has been consolidated and deferred or, in the second case, consolidated and paid, on the basis of data which has subsequently been proven to be manifestly inaccurate. Describe the amounts reduced or refunded by applying the clawback clauses, why they were executed, and the years to which they relate. As established in the Remuneration Policy, the contracts signed between the Company and the Executive Directors include a claw-back clause. However, to date there has been no reduction or claim for the return of variable components, as no cases for the application of the claw-back clause have arisen (it has not been shown that the settlement and payment of these variable components has taken place totally or partially on the basis of false or inaccurate information, nor have risks or other circumstances not foreseen or undertaken by the Company arisen, which have a material negative effect on the income statements). B.9 Explain the main features of the long-term savings systems whose sum or equivalent annual cost appears in the tables in Section C, including retirement and any other survivor benefits, partially or wholly funded by the company, whether provided internally or externally, indicating the type of scheme, whether it is a defined contribution or defined benefit scheme, the contingencies it covers, the consolidation conditions of the financial rights to which Directors are entitled and their compatibility with any type of compensation for early dissolution or termination of the contractual relationship between the company and the Director. The applicable Remuneration Policy does not provide for long-term savings systems for Directors for their status as such or for Directors with executive duties. B.10 Explain, where applicable, the compensation or any other type of payment arising from early termination, whether at the will of the company or of the director, or from the termination of the contract, under the terms provided therein, accrued and/or received by the directors in the previous financial year. On 28 March, the Proprietary Director, Mr Tomofumi Osaki, resigned voluntarily, without his voluntary early resignation entailing any indemnity or any other type of payment. In this regard, during 2021, there has been no payment or compensation for normal or 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. 27 early termination, or arising from the normal or early termination of a contractual relationship in relation to any of the members of the Board of Directors. B.11 State whether there have been any significant changes in the contracts of those performing senior management duties as executive directors and, where applicable, explain them. In addition, explain the main conditions of the new contracts signed with executive directors during the year, unless they have already been explained in section A.1. During 2021, no significant changes have arisen in the contracts of those performing senior management duties, such as Executive Directors. In addition, the main terms of the contracts signed with the Executive Directors are explained in section A.1. B.12 Explain any supplementary remuneration accrued by the directors in compensation for services rendered other than those inherent to their position. The applicable Remuneration Policy does not provide for any kind of supplementary remuneration. B.13 State any remuneration arising from advances, loans and guarantees granted, indicating the interest rate, essential features and amounts potentially repaid, as well as the obligations undertaken on account thereof in relation to guarantees. The Remuneration Policy does not include any remuneration arising from Directors being granted any type of loan, advance or guarantee. In 2016, prior to the approval of the mentioned Policy, the Company offered certain key executives for the Group, including the Managing Director, Mr Francisco López Peña, the possibility of purchasing Company shares at market price. For this purpose, the Company offered these Executives (among them, Mr Francisco López Peña) a loan at the legal monetary interest rate, and consequently, this loan is not considered for any purpose to be part of the remuneration of the Executives benefiting from it. B.14 Set out the remuneration in kind accrued by the directors during the year, briefly explaining the nature of the different salary components. The Remuneration Policy does not provide for any remuneration in kind for Directors for their status as such. With regard to Directors with executive duties, Mr Francisco López Peña has a company vehicle and life insurance, in accordance with the policy established for 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. 28 employees who form part of the Group's corporate services and the provisions in the Remuneration Policy. The amounts accrued during 2021 are as follows:  Life insurance premiums, amounting to 10,287 euros.  Company car amounting to 6,969 euros. With respect to the Executive Chairman of the Board of Directors, the Remuneration Policy does not provide for any remuneration in kind. B.15 State the remuneration accrued by the director pursuant to payments made by the listed company to a third-party entity in which the director provides services, when said payments are intended to compensate such party’s services at the company. On 23 December 2016, the Company's significant shareholder, Acek Desarrollo y Gestión Industrial, S.L., signed an agreement with Mitsui & Co., Ltd, among others. This agreement, reported to the CNMV as a Significant Event dated 7 April 2017 (Record No 250532), includes, among other matters, the right of Mitsui & Co., Ltd., to propose the appointment of two Directors to the Company's Board of Directors. The remuneration accrued by the members of the Board of Directors appointed by the General Shareholders Meeting on the proposal of Acek Desarrollo y Gestión Industrial, S.L., in compliance with the aforementioned shareholders’ agreement –namely, Mr Tomofumi Osaki (who resigned on 28 March 2021) and Mr Norimichi Hatayama and Ms Chisato Eiki (whose were appointed on 2 April 2020 and 29 March 2021, respectively)–, totalled 168,667 euros during financial year 2021 and were paid, at the explicit request of the Proprietary Directors, into an account belonging to Mitsui & Co., Ltd. B.16 Explain and detail the amounts accrued in the year in relation to any other remuneration item other than the above, whatever its nature or the group entity that pays it, including all benefits in any of their forms, such as when considered linked transaction or, especially, when it significantly affects the faithful image of the total remuneration accrued by the director, and the amount granted or pending payment must be explained, the nature of the consideration received and the reasons why it would have been considered , if applicable, that it does not constitute remuneration to the director for his status as such or in consideration for the performance of his executive functions, and whether or not it has been considered appropriate to include it among the amounts accrued in the "other concepts" section of the C section. As of the reporting date, there are no remuneration items other than those indicated above for the Company’s Directors that were accrued during the previous financial year. 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. 29 DETAILED INFORMATION ON THE INDIVIDUAL REMUNERATION RELATING TO EACH OF THE DIRECTORS Name Type Accrual period: 2021 financial year MR. FRANCISCO JOSÉ RIBERAS MERA Executive Chairman From 01/01/2021 to 31/12/2021 MR. FRANCISCO LÓPEZ PEÑA Executive From 01/01/2021 to 31/12/2021 MR. ALBERTO RODRÍGUEZ-FRAILE DÍAZ Independent Director From 01/01/2021 to 31/12/2021 MRS. ANA GARCÍA FAU Independent Director From 01/01/2021 to 31/12/2021 MR. CÉSAR CERNUDA REGO Independent Director From 01/01/2021 to 31/12/2021 MR. PEDRO SAINZ DE BARANDA Independent Director From 01/01/2021 to 31/12/2021 MR. JAVIER RODRÍGUEZ PELLITERO Independent Director From 01/01/2021 to 31/12/2021 MRS. CONCEPCIÓN RIVERO BERMEJO Independent Director From 01/01/2021 to 31/12/2021 MR. GONZALO URQUIJO FERNÁNDEZ DE ARAOZ Other-external Director From 01/01/2021 to 31/12/2021 MR. NORIMICHI HATAYAMA Proprietary Director From 01/01/2021 to 31/12/2021 MR. JUAN MARÍA RIBERAS MERA Independent Director From 01/01/2021 to 31/12/2021 MR. TOMOFUMI OSAKI Proprietary Director From 01/01/2021 to 28/03/2021 MRS. LORETO ORDOÑEZ SOLÍS Independent Director From 06/05/2021 to 31/12/2021 MRS. CHISATO EIKI Proprietary Director From 01/04/2021 to 31/12/2021 B.1.1 Complete the following tables on the individual remuneration for each of the directors (including remuneration for performing executive duties) accrued during the year. a) Remuneration from the company issuing this report: C 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. 30 i) Remuneration accrued in cash (in thousands of €) Name Fixed remuner ation Attenda nce fees Remunerati on for membership on board committees Salaries Short- term variable remuner ation Long-term variable remuneration Severance payments Other items Total year t Total year t – 1 MR. FRANCISCO JOSÉ RIBERAS MERA 0 0 0 714 312 0 0 0 1.026 579 MR. FRANCISCO LÓPEZ PEÑA 0 0 0 300 0 0 0 17 317 724 MR. ALBERTO RODRÍGUEZ-FRAILE DÍAZ 80 0 30 0 0 0 0 0 110 94 MRS. ANA GARCÍA FAU 80 0 27 0 0 0 0 0 107 81 MR. CÉSAR CERNUDA REGO 80 0 17 0 0 0 0 0 97 68 MR. PEDRO SAINZ DE BARANDA 80 0 15 0 0 0 0 0 95 81 MR. JAVIER RODRÍGUEZ PELLITERO 80 0 19 0 0 0 0 0 99 94 MRS. CONCEPCIÓN DEL RIVERO BERMEJO 80 0 9 0 0 0 0 0 89 68 MR. GONZALO URQUIJO FERNÁNDEZ DE ARAOZ 80 0 15 0 0 0 0 0 95 81 MR. NORIMICHI HATAYAMA 80 0 0 0 0 0 0 0 80 51 MR. JUAN MARÍA RIBERAS MERA 80 0 15 0 0 0 0 0 95 81 MR. TOMOFUMI OSAKI 20 0 0 0 0 0 0 0 20 51 MRS. LORETO ORDOÑEZ SOLÍS 52 0 9 0 0 0 0 0 61 0 MRS. CHISATO EIKI 60 0 9 0 0 0 0 0 69 0 Remarks Mr. Tomofumi Osaki resigned with effects as of 28/03/2021. 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. 31 Mrs. Chisato Eiki was appointed member of the Board on 29/03/2021 with effects as of 01/04/2021. Mrs. Loreto Ordoñez Solís was appointed member of the Board on 06/05/2021. On March 24, 2021, Mrs. Ana Garcia Fau was appointed Chairman of the Audit Committee. On June 3, 2021, the Sustainability Committee was established, chaired by Mr. César Cernuda Rego, with Mrs. Concepción del Rivero Bermejo, Mrs. Loreto Ordóñez Solís and Mrs. Chisat Eiki as members. ii) Table showing activity in share-based remuneration systems and gross profit from consolidated shares or financial instruments Name Scheme name Financial Instruments at beginning of year t Financial Instruments granted during year t Financial instruments consolidated during the year Mature instrume nts not exercised Financial instruments at end of year t No. of instru ments No. of equivalent shares No. of instrumen ts No. of equivalen t shares No. of instru ments No. of equival ent/con solidate d shares Price of consoli dated shares Gross profit from consolida ted shares or financial instrume nts (thousan ds of €) No. of instrum ents No. of instrume nts No. of equi vale nt shar es Director 1 Scheme 1 Scheme 2 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. 32 Remarks iii) Long-term savings systems Company's contribution for the year (thousands of €) Amount of accumulated funds (thousands of €) Name Savings systems with consolidated economic rights Savings systems with unconsolidated economic rights Year t Year t-1 Year t Year t-1 Year t Year t-1 Systems with consolidated economic rights Systems with unconsolidated economic rights Systems with consolidated economic rights Systems with unconsolidated economic rights Director 1 Remarks Remuneration for consolidation of rights in savings systems Director 1 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. 33 iv) Details of other items Name Item Remuneration Amount Director 1 Remarks b) Remuneration for the Company Directors for membership on the boards of other Group companies: i) Remuneration accrued in cash (in thousands of €): Name Fixed remuner ation Attenda nce fees Remunerati on for membershi p on board committees Salaries Short- term variable remuner ation Long-term variable remuneratio n Severance payments Other items Total for the year 2018 Total for the year 2017 MR. FRANCISCO JOSÉ RIBERAS MERA 0 0 0 0 0 0 0 0 0 0 MR. FRANCISCO LÓPEZ PEÑA 0 0 0 0 0 0 0 0 0 0 MR. ALBERTO RODRÍGUEZ- FRAILE DÍAZ 0 0 0 0 0 0 0 0 0 0 MRS. ANA GARCÍA FAU 0 0 0 0 0 0 0 0 0 0 MR. CÉSAR CERNUDA REGO 0 0 0 0 0 0 0 0 0 0 MR. PEDRO SAINZ DE BARANDA 0 0 0 0 0 0 0 0 0 0 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. 34 MR. JAVIER RODRÍGUEZ PELLITERO 0 0 0 0 0 0 0 0 0 0 MRS. CONCEPCIÓN DEL RIVERO BERMEJO 0 0 0 0 0 0 0 0 0 0 MR. GONZALO URQUIJO FERNÁNDEZ DE ARAOZ 0 0 0 0 0 0 0 0 0 0 MR. NORIMICHI HATAYAMA 0 0 0 0 0 0 0 0 0 0 MR. JUAN MARÍA RIBERAS MERA 0 0 0 0 0 0 0 0 0 0 MR. TOMOFUMI OSAKI 0 0 0 0 0 0 0 0 0 0 MRS. LORETO ORDOÑEZ SOLÍS 0 0 0 0 0 0 0 0 0 0 MRS. CHISATO EIKI 0 0 0 0 0 0 0 0 0 0 Remarks ii) Table showing activity in share-based remuneration systems and gross profit from consolidated shares or financial instruments 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. 35 Remarks iii) Long-term savings systems Remuneration for consolidation of rights in savings systems Director 1 Name Scheme name Financial instruments at beginning of year t Financial Instruments granted during year t Financial instruments consolidated during the year Mature instrumen ts not exercised Financial instruments at end of year t No. of instru ments No. of equivale nt shares No. of instrument s No. of equivalent shares No. of instrum ents No. of equivale nt/conso lidated shares Price of consolid ated shares Gross profit from consolidate d shares or financial instrument s (thousands of €) No. of instrumen ts No. of instrument s No. of equivale nt shares Director 1 Scheme 1 Scheme 2 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. 36 Company's contribution for the year (thousands of €) Amount of accumulated funds (thousands of €) Name Savings systems with consolidated economic rights Savings systems with unconsolidated economic rights Year t Year t-1 Year t Year t-1 Year t Year t-1 Systems with consolidated economic rights Systems with unconsolidated economic rights Systems with consolidated economic rights Systems with unconsolidated economic rights Director 1 iv) Details of other items Name Item Remuneration Amount Director 1 c) Summary of remuneration (in thousands of €) The summary shall include the relevant amounts for all the remuneration items included herein that the director has accrued, in thousands of euros. Remarks Remarks 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. 37 Remuneration accrued at the Company Remuneration accrued at Group companies Name/Type Total cash remuneration Gross profit from consolidated shares or financial instruments Remuneratio n for savings systems Remuneratio n for other items Total year t company Total cash remuneration Gross profit from consolidated shares or financial instruments Remuneratio n for savings systems Remuneratio n for other items Total year t Group Total financial year t company + group MR. FRANCISCO JOSÉ RIBERAS MERA 1.026 0 0 0 1.026 0 0 0 0 0 1.026 MR. FRANCISCO LÓPEZ PEÑA 317 0 0 0 317 0 0 0 0 0 317 MR. ALBERTO RODRÍGUEZ- FRAILE DÍAZ 110 0 0 0 110 0 0 0 0 0 110 MRS. ANA GARCÍA FAU 107 0 0 0 107 0 0 0 0 0 107 MR. CÉSAR CERNUDA REGO 97 0 0 0 97 0 0 0 0 0 97 MR. PEDRO SAINZ DE BARANDA 95 0 0 0 95 0 0 0 0 0 95 MR. JAVIER RODRÍGUEZ PELLITERO 99 0 0 0 99 0 0 0 0 0 99 MRS. CONCEPCIÓN DEL RIVERO BERMEJO 89 0 0 0 89 0 0 0 0 0 89 MR. GONZALO URQUIJO FERNÁNDEZ DE ARAOZ 95 0 0 0 95 0 0 0 0 0 95 MR. NORIMICHI HATAYAMA 80 0 0 0 80 0 0 0 0 0 80 MR. JUAN MARÍA RIBERAS MERA 95 0 0 0 95 0 0 0 0 0 95 MR. TOMOFUMI OSAKI 20 0 0 0 20 0 0 0 0 0 20 MRS. LORETO ORDOÑEZ SOLÍS 61 0 0 0 61 0 0 0 0 0 61 MRS. CHISATO EIKI 69 0 0 0 69 0 0 0 0 0 69 2,359 0 0 0 2,359 0 0 0 0 0 2,359 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. 38 C.2. Indicate the evolution in the last 5 years of the amount and percentage variation of the remuneration earned by each of the directors of the listed company who have been directors during the year, of the consolidated results of the company and of the average remuneration on a full-time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listed company. Remarks 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. 39 Total amounts accrued and % annual variation Year 2021 % variation 2021/2020 Year 2020 % variation 2020/2019 Year 2019 % variation 2019/2018 Year 2018 % variation 2018/2017 Year 2017 Executive MR. FRANCISCO JOSÉ RIBERAS MERA 1026 77% 579 -41% 974 1% 960 28% 752 MR. FRANCISCO LÓPEZ PEÑA 317 -56% 724 -9% 793 2% 780 57% 498 External MR. ALBERTO RODRÍGUEZ- FRAILE DÍAZ 110 17% 94 -15% 110 5% 105 33% 79 MRS. ANA GARCÍA FAU 107 32% 81 -15% 95 6% 90 34% 67 MR. CÉSAR CERNUDA REGO 97 43% 68 -15% 80 7% 75 34% 56 MR. PEDRO SAINZ DE BARANDA 95 17% 81 -15% 95 6% 90 34% 67 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. 40 MR. JAVIER RODRÍGUEZ PELLITERO 99 5% 94 -15% 110 5% 105 33% 79 MRS. CONCEPCIÓN DEL RIVERO BERMEJO 89 31% 68 100% 34 - 0 - 0 MR. GONZALO URQUIJO FERNÁNDEZ DE ARAOZ 95 17% 81 -15% 95 6% 90 34% 67 MR. NORIMICHI HATAYAMA 80 57% 51 - - - - - - MR. JUAN MARÍA RIBERAS MERA 95 17% 81 -15% 95 6% 90 34% 67 MR. TOMOFUMI OSAKI 20 -61% 51 155% 20 -73% 75 34% 56 MRS. LORETO ORDOÑEZ SOLÍS 61 - 0 - 0 - 0 - 0 MRS. CHISATO EIKI 69 - 0 - 0 - 0 - 0 Consolidated results of the Company (K EUROS) 277,712 -267% -166,545 -150% 334,082 -7% 357,396 -3% 370,179 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. 41 Employee average remuneration 32.1 7% 30.1 -2% 30.7 3% 29.7 3% 28.7 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. 42 Remarks Note 1: Variation in the amounts between 2020 and 2021: The variation in remuneration between 2020 and 2021 is due to the resolution of the Board of Directors establishing the reduction of the fixed remuneration of the members of the Board of Directors as a consequence of the COVID 19 health crisis, which resulted in the following adjustment, applicable only in 2020:  Directors for their status as such: reduction of 15% of total remuneration (fixed remuneration) for the entire 2020 financial year.  Executive Chairman of the Company: 50% reduction of fixed remuneration for the entire 2020 financial year.  Executive Director (in 2020 Chief Executive Officer of the Company): 15% reduction of fixed remuneration for the duration of the crisis, effective from May to October 2020, inclusive. Note 2: Individual compensation: To determine the relative proportion of compensation in the different fiscal years reported, we have considered the compensation paid, taking into account the creation of new committees, terminations, as well as new additions. Specifically, the remuneration reported in fiscal year 2021 is due to the following functions of each of the directors:  Mr Alberto Rodríguez-Fraile Díaz according to the position held was remunerated as a member of the Board of Directors for his membership of the Nomination and Compensation Committee and his chairing of it.  Ms Ana García Fau according to the position held was remunerated as a member of the Board of Directors, for her membership of the Audit Committee and for chairing said committee from 24 March 2021 (replacing Mr Javier Rodríguez Pellitero due to the expiry of his term of office as chairman of said committee).  Mr César Cernuda Rego according to the position held was remunerated as a member of the Board of Directors, as well as for his membership and chairmanship of the Sustainability Committee with effect from 3 June 2021, the date of creation of the aforementioned committee.  Mr Pedro Sainz De Baranda according to the position held was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.  Mr Javier Rodríguez Pellitero according to the position held was remunerated as a member of the Board of Directors, for his membership of the Audit Committee and for chairing it until 24 March 2021, date on which he was replaced due to the expiration of his term of office.  Ms Concepción Rivero Bermejo according to the position held was remunerated as a member of the Board of Directors and for her membership of the Sustainability Committee since its creation, effective 3 June 2021.  Mr Gonzalo Urquijo Fernández De Araoz according to the position held was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.  Mr Norimichi Hatayama according to the position held was remunerated exclusively as a member of the Board of Directors.  Mr Juan María Riberas Mera according to the position held was remunerated as a member of the Board of Directors and for his membership of the Audit Committee.  Mr Tomofumi Osaki according to the position held was remunerated as a member of the Board of Directors up to 28 March 2021, the date he stepped down.  Ms Loreto Ordóñez Solís according to the position held was remunerated as a member of the Board of Directors from 6 May 2021, the date she was appointed, and for her membership of the Sustainability Committee since its creation, effective 3 June 2021.  Ms Chisato Eiki according to the position held was remunerated as a member of the Board of Directors, effective from 1 April 2021, and for her membership of the Sustainability Committee since its creation, effective 3 June 2021. Note 3: Other data: For average employee remuneration, it has been taken information referring to Salaries plus Employee Benefits reflected in the Group's Consolidated Financial Statements. 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. 43 OTHER INFORMATION OF INTEREST If there are any relevant issues related to director remuneration that are not contained in the previous sections of this report but which must be included in order to present fuller and more detailed information about the company's remuneration structure and practices in relation to its Directors, explain them here briefly. This annual report on remuneration was approved by the Company’s Board of Directors at its meeting held on 28 February 2022. State whether any directors voted against or abstained in relation to the approval of this Report. Yes ☐ No ☒ Name or registered company name of the member(s) of the board of directors who did not vote in favour of approving this report Reasons (opposed, abstained, absent) Explain the reasons D GESTAMP AUTOMOCIÓN, S.A. PREPARATION OF FINANCIAL STATEMENTS, MANAGEMENT REPORT AND ANNUAL CORPORATE GOVERNANCE REPORT The previous Financial Statements for 2021, from GESTAMP AUTOMOCIÓN, S.A., included in the previous page numbers 1 to 90 both inclusive, and the Management Report for 2021, included in page numbers 1 to 12 , both inclusive of the accompanying Annual Corporate Governance Report included in the preceding pages 1 to 101 have been prepared by the members of the Board of Directors at the meeting held on February 28, 2022. Mr. Francisco José Riberas Mera Mr. Juan Mª Riberas Mera Chairman Vice - Chairman Mr. Francisco López Peña Mrs. Chisato Eiki Member Member Mr. Norimichi Hatayama Mr. Alberto Rodríguez Fraile Díaz Member Member GESTAMP AUTOMOCIÓN, S.A. PREPARATION OF FINANCIAL STATEMENTS, MANAGEMENT REPORT AND ANNUAL CORPORATE GOVERNANCE REPORT Mr. Javier Rodríguez Pellitero Mr. Pedro Sainz de Baranda Riva Member Member Mrs. Ana García Fau Mr. César Cernuda Rego Member Member Mr. Gonzalo Urquijo Fernández de Araoz Mrs. Concepción Rivero Bermejo Member Member __________ Mrs. Loreto Ordoñez Member